HomeMy WebLinkAboutXerox 2021-11-04CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 1 of 13
CITY OF UKIAH
CONTRACT BETWEEN CITY OF UKIAH AND XEROX CORPORATION FOR
LEASE AND MAINTENANCE OF A MULTI-FUNCTION COPY MACHINE
This Contract, made and entered into this 4th day of November, 2021 , by and
between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Xerox, a Corporation, organized
and in good standing under the laws of the state of New York, hereinafter referred to as "Contractor".
WITNESSETH
WHEREAS, the CITY may retain independent contractors to perform special service to or for CITY or any
department thereof; and
WHEREAS, the CITY requested a proposal for the provision of multi-function copy machines; and
WHEREAS, CONTRACTOR submitted a proposal that is believed to be in the best interest of the CITY.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1..
A. Scope: CONTRACTOR shall furnish and install copier equipment in accordance with the
specifications, terms and conditions stated hereinafter.
B. Initial Equipment: CONTRACTOR shall provide and install the equipment listed on Exhibit A,
attached hereto and incorporated as if fully set forth herein. Said equipment shall be fully installed
and operational by January 1st, 2022.
C. Pricing: CITY is to be charged fixed monthly rental, hereinafter referred to as LEASE specified in
Exhibit A. The RATE shall include service, accessories and supplies including toner, developer,
fusers and staples (excluding paper), except for accessories added subsequent to installation of
any machine that were not included with the original specifications. Provision of such additional
accessories shall be without delivery or installation charge.
D. Removal of Machines: Pursuant to Section 2.D., Cancellation of Individual Machines, herein,
CONTRACTOR agrees to reduce the number of machines, without additional cost or penalty, upon
representation by the CITY that it can no longer fund such machine(s).
E. Delivery and Removal: CONTRACTOR shall be responsible for all delivery costs and removal
costs. CONTRACTOR shall be responsible for removal of all packing material. If CONTRACTOR
fails to deliver the equipment as ordered by the CITY, the CITY may cancel the undelivered
equipment without penalty.
F. Installation: CONTRACTOR must perform complete installation and verify satisfactory operation of
all equipment placed under this Contract. CONTRACTOR shall work cooperatively with CITY staff.
CONTRACTOR shall perform all standard installation; provide fully operational drivers and
software/firmware needed for CITY INFORMATION TECHNOLOGY staff to load to the network.
For purposes of this Contract, equipment will be deemed accepted, upon installation of the
equipment by the technician, after the equipment successfully runs all required diagnostic routines,
and the .
fax and/or scan from the machine and desktop.
G. Supplies
(1). CONTRACTOR shall provide, at no additional cost to CITY, all consumable supplies, except
paper, throughout the term of this Contract, including shipping charges. Said supplies include, but
are not limited to, black toner, black developer, copy cartridges, fusers and staples. For color-
capable equipment, consumable supplies shall likewise include, but not be limited to, color toner,
developer, cartridges, fusers, and staples. CONTRACTOR shall deliver ordered supplies within
three (3) working days after notification.
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 2 of 13
(2). At the time of copier installation, CONTRACTOR shall deliver supplies for not less than an
estimated two (2) month period for each machine placed.
H. Service and Support:
(1). Training & Demonstrations: The CONTRACTOR shall provide training and demonstrations, at
no additional -
requested by CITY personnel. Upon such request for training and/or demonstrations,
CONTRACTOR shall respond in a reasonable time period. An op
with each copy machine.
(2). Network Technical Support:
a. Network connection is to be completed and fully functional within an average of two days of
being notified by CITY INFORMATION TECHNOLOGY staff that the data jack is available and
active and any necessary software and drivers have been installed on any computer needing
access to the copier/printers. Additional time will be provided when several connections are
requested at one time.
b. At no additional cost to the CITY, CONTRACTOR must provide both telephone support and
timely on-site support for network related problems by primary and back-up systems engineers
that have been trained as computer network technicians. These technicians may not have
direct access to the network or to computers but CITY INFORMATION TECHNOLOGY staff will
be available to coordinate troubleshooting efforts.
c. At no cost to the CITY, CONTRACTOR agrees to timely erase all data on hard drives from
machines that are removed from CITY service.
(3). Service:
a. Maintenance and Repairs: CONTRACTOR shall make repairs and adjustments necessary
specifications. CONTRACTOR shall be responsible for all cost of maintenance and repairs,
including labor, parts, travel time, mileage, supplies and any other expenses required to
maintain the equipment in proper working order.
b. Preventative Maintenance: CONTRACTOR shall perform preventative maintenance on all
copiers
scheduled maintenance program for each class of copiers.
c. Response Time: CONTRACTOR shall respond on-site to verbal service calls within an
4 workday hours after notification of a malfunction. Workday hours
are defined as those running from 8 am to 5 pm Monday through Friday, except CITY holidays.
Average response time is calculated based on the quarterly response time average for the
ire Xerox-branded equipment population. CONTRACTOR shall adhere to a standard
policy of calling back within two hours of the call for service to advise departmental personnel
how and when the problem will be addressed. Calculation of response time starts when CITY
personnel report a malfunction to the CONTRACTOR. Response time for copiers installed at
CITY facilities operating 24 hours per day shall nevertheless be calculated on the workday hour
records shall be determinat
performance of this obligation. Should CONTRACTOR not meet its average 4-hour Response
credit invoice for every partial hour the actual average response time is above the 4-hour
average Response Time objective. As an example if the actual average response time is 47
business hours and 38 minutes, the penalty would be equal to four times $25.00 or $100.00.
The Service Credit can be used to offset any invoice amount, excluding the Monthly Minimum
Charge which is not subject to dispute.
d. Repair Time: All equipment must be repaired or replaced within 72 consecutive hours (not
records shall be
used to determine compliance with this obligation.
is to maintain an average 95% equipment uptime performance based on a three-month rolling
-branded equipment population that is operated with the
dividing Total
Availability Business hours less Actual Equipment Downtime, by Total Availability Business
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 3 of 13
hours. Total Availability Business hours is the contracted period of coverage for all the
equipment, and equals 8 business hours per working day times 21 working days per month
times 3 months, times the number of installed Xerox-branded units. Equipment Downtime is the
Total Service Response Time plus Machine-Repair Time, which excludes normal interrupts,
cannot make prints or copies. It is comprised of Total Service Response Time and Machine-
Repair Time. Should Xerox not meet its rolling three-month Uptime commitment, Xerox agrees
points that the actual average uptime is below the 95% Uptime Time objective. As an example
if the actual average uptime time is 94.3%, the penalty would be equal to two times $25.00 or
$50.00. The Service Credit can be used to offset any invoice amount, excluding the Monthly
Minimum Charge, which is not subject to dispute.
e. Temporary Loaner Equipment: When repair time exceeds or is expected to exceed 72
consecutive hours, CONTRACTOR shall replace any such unrepaired machine with a
the very least, mean a machine with a speed that is no less
than within 15 copies per minute from the machine being temporarily replaced. After a
reasonably comparable loaner machine has been placed for five business days, a loaner
machine that provides equal or better performance and features to the original equipment being
temporarily replaced, if available, shall be substituted for the original loaner machine, until the
original equipment is repaired or replaced hall be used to determine
compliance with this obligation.If a compliant loaner is not provided,
th of the
the equipment is inoperable
call. The credit can be used to offset any invoice charge, excluding the Monthly
Minimum Charge which is not subject to dispute.
f. Equipment Replacement
a permanent replacement, it shall be subject to the terms and conditions of this Contract.
g. Equipment Transfer or Relocation: At no additional cost or fee to CITY, upon request by
CITY, CONTRACTOR shall transfer or relocate copy machines and/or their accessories from
one department to another, even if such machines are being transferred/relocated between
buildings. CONTRACTOR shall transfer or relocate machines within five (5) working days or an
otherwise mutually agreed upon time frame. CONTRACTOR shall timely report to the CITY
Purchasing Supervisor or his/her designee, any such work performed. Such notification shall
include the date of the action, the nature of the request, who made the request, the serial
numbers of the equipment involved, the ending and beginning copy count of the equipment
involved, and the location.
h. Excessive Service Calls: Copiers that develop a trend of requiring an excessive number of
service calls (defined as four (4) service calls in a month or six (6) service calls within a 90 day
period), must be replaced with comparable equipment of equal or greater capability at no
used to determine compliance
with will allow
indicated below.
i. Service Logs: CONTRACTOR shall maintain a service log at each machine. This service log
is to be kept in or with the machine.
j. CITY Service: CONTRACTOR shall provide a representative to act as the main point of
contact for all CITY service inquiries. In consultation with th
DEPARTMENT, said representative shall establish a practice of maintaining routine visits to
departments to provide services which include, but are not limited to:
Evaluate CITY needs and make recommendations to the artment
regarding equipment and accessories.
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 4 of 13
Conduct equipment inspections.
Provide training.
Complaint resolution.
(4)
equipment, CONTRACTOR will, at CITY reques
at its request, to replace any problem equipment without charge with an identical model, or, at the
option of CONTRACTOR, with a machine with comparable features and capabilities and comparable
usage. This guarantee will be effective during the entire 48-month equipment lease term, except for
equipment damaged or destroyed due to an Act of God. If the situation arises, where the equipment
does not perform to its published specification and the City elects to exercise the Total Satisfaction
agreeable time for the equipment
comparable features and capabilities and comparable usage includes a machine with the same
technical specifications as the units installed as part of this agreement. By way of example, if the
C807
replacement unit will have comparable features and capabilities with the C8070H and would ideally be
another C8170H2. If another C8170H2 is not available, then the TSG replacement unit will have at
least the same rated speed as the C8170H2
rated speed as the C8170H2 is not available, then Xerox will provide the most comparable unit with a
higher rated print speed (e.g., 75 ppm).
I. Invoicing:
(1). Who to Invoice: CONTRACTOR shall be required to bill the City of Ukiah for all copy
machines, Attention: Accounts Payable, Ukiah Civic Center, 300 Seminary Ave., Ukiah, CA.
95482. CONTRACTOR may deliver, using physical address.
(2). Form: Invoices shall reflect usage in arrears. Invoices shall reflect monthly LEASE total
copies, total copy credits and total charges, separately invoiced by machine.
(3). Frequency: Invoices will be issued monthly.
J. Meter Readings: CONTRACTOR shall be responsible for insuring the collection and accuracy of
meter readings upon which billing charges are based. Any methods utilized to collect the billing data
must be auditable and CITY reserves the right to conduct such audits at any time. If remote diagnostics
and/or meter readings would be preferred by CONTRACTOR, any costs involved in establishing that
communication must be borne by CONTRACTOR. All meter readings will be agreed upon by the
parties prior to invoicing.
K. Reports: CONTRACTOR shall provide a quarterly electronic (MS Word or Excel) performance
designee that shall include the following
for each machine:
(1). Make and model, location and serial number.
(2). Service call dates.
(3). Record of maintenance and repairs performed.
(4). Service call response time.
(5). Duration to remedy.
(6). Monthly volume.
L. Changes: Except as specifically stated in this Contract, CITY personnel have no authority to order
or direct any changes to this Contract. CONTRACTOR must not provide any equipment, services or
other items that would cause CITY to incur additional costs beyond those stated in the Contract, without
Supervisor or his/her designee. If any changes require the
approval of the City Council, such modifications shall not be effective until the required approval is
obtained. Failure by CONTRACTOR to secure proper written authorization from CITY for additional
equipment, services or other items beyond those specifically provided for in this Contract, may
option, be deemed a waiver by CONTRACTOR of any claim for additional compensation related to
such items.
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 5 of 13
M. Property taxes. CONTRACTOR shall be responsible to pay personal property taxes on all
equipment.
2..
A. Consideration: In consideratio
the terms and conditions herein, CITY shall pay the monthly LEASE and the RATE specified herein
in Section 1. C. Pricing on each copy/print CITY
B. Payment Terms: Payment shall be due net 30 days from the date of the invoice. Payment is
deemed to be made when CITY deposits the payment in the United States Mail with proper First
Class postage addressed to CONTRACTOR.
C. If City disputes any amount included in an invoice, then (i) CITY must notify CONTRACTOR of the
dispute in writing, (ii) such notice will include a description of the items CITY is disputing and the
reason such item is being disputed, and (iii) CITY and CONTRACTOR will promptly undertake good
faith efforts to resolve such dispute. Pending resolution of such disputed amount CITY will pay any
and all undisputed amounts in accordance with the payment terms above, including the fixed
monthly rental set forth in Section 1. C. Pricing, which will not be subject to dispute at any time.
D. Damage to or loss of property.
loss or damage will pass to the CITY upon delivery. The CITY is required to insure the equipment
while installed.
E. Cancellation of Individual Machines: During the term of this Contract, and any extensions thereof,
CITY reserves the right to cancel the LEASE of any machine due to non-appropriation of funds for
the particular department, program or function for which the machine was intended. In order to
terminate under this provision, the CITY will be required to send CONTRACTOR written notice,
within 31-n not to appropriate funds, stating that its governing
body failed to appropriate funds and that the governing body was unable to find an assignee within
its organization to continue the Agreement. The notice must certify that the canceled equipment is
not being replaced by equipment performing similar functions during the ensuing fiscal year and
indicate that the decision to cancel the Agreement was not initiated by any individual involved in the
fy that the cancelled equipment will
not be replaced by equipment with similar features and capabilities during the ensuing year, unless
it is determined that the replacement is necessary to allow the CITY to perform its governmental
functions and obligations. The CITY will be required to return the equipment to CONTRACTOR in
good working condition, reasonable wear and tear accepted. The CITY will then be released from
its obligation to make any further payments beyond the end of the last fiscal year for which funds
have been appropriated. Should funding be reinstated during the term of this Contract, and any
extensions thereof, and if the equipment has not been removed, CITY agrees to reinstate the
LEASE of the machine.
3. TERM.This Contract shall commence on December 1st, 2021 and shall terminate on November 30th,
2025, unless terminated earlier as hereinafter provided.
4. END OF TERM OPTIONS: RETURN OF EQUIPMENT.At the end of the Term and upon 30 days
prior written notice to Contractor, or at the end of any Renewal Term, City shall immediately (i) notify
Xerox Corporation
Xerox Corporation for pick-up. The CITY shall bear no additional cost for the return of the Equipment.
This Contract shall continue on a month-to-
Contractor the same payments as applied during the Term until the Equipment is returned.
5. DEFAULT.A party is in default, if it fails to cure a material breach within the time demanded in a notice
of default from the non-defaulting party to the defaulting party. The time to cure shall be not less than
thirty (30) days, except for defaults resulting from a repeated failure to perform or where performance is
required within a lesser time period (such as, but not limited to, performance under sections 1.H(3).c g
of this Agreement. In the case of a default where performance is required in less than thirty (30) days,
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 6 of 13
the non-defaulting party may declare a default unless the default is cured within not less than ten (10)
days.
6. REMEDIES.
A. CITY Termination for Default: Subject to the limitations in Section 5 (Default) hereinabove, CITY
may suspend or terminate this Contract at any time upon 30 days written notice to CONTRACTOR
in the event of a default of contractual obligations. Termination under this provision shall not apply
to orders received and equipment installed prior to the effective date of termination.
any of the following actions or inactions by the CONTRACTOR which if occurring shall constitute a
material breach of this Contract:
(1). Any material breach specified herein.
(2). CONTRACTOR provides equipment that does not meet the specifications of this Contract.
(3). If CONTRACTOR should persistently or repeatedly refuse or should fail, except in cases for
which extension of time is provided, to provide enough skilled service technicians or proper
materials, or disregard laws and ordinances after the cure period has elapsed.
B. Termination for other Good Cause: This Contract may be terminated for Good Cause as follows:
(1). By mutual consent of the CITY, the CONTRACTOR and ADVANCED XEROGRAPHICS; or
(2). Non-appropriation of Funds: Subject to Section 2. E. Cancellation of Individual Machines,
CITY may terminate this contract at the end of any fiscal year upon sixty (60) days written notice
that funds have not been budgeted for LEASE of the property herein described. Such termination
shall be without penalty to CITY. Upon termination before the full term of this Contract, CITY shall
surrender the equipment to CONTRACTOR, at such place(s) within the CITY where the equipment
is located, in as good condition as when delivered to the CITY, reasonable wear and tear excepted.
If CITY terminates the Contract under this paragraph, CONTRACTOR may retain all amounts
previously paid by CITY, and may collect and retain any amounts due or accrued on the date of
such termination.
C. Prorate: Upon termination prior to the full and satisfactory
performance under this Contract for an uncured Default, CITY shall not be liable to pay
CONTRACTOR the total compensation set forth in Section 2 (
EXEMPTIONS and RIGHTS) of this Contract, but CONTRACTOR shall be paid an amount which
bears the same ratio to the total compensation as the services actually performed bear to the total
services of the CONTRACTOR covered by this CONTRACT.
7. INSURANCE.CONTRACTOR shall at all times during the term of the Contract with the CITY maintain
in force those insurance policies as designated in the attached Exhibit B, and will comply with all those
requirements as stated therein. Claims under this provision shall only apply to losses or claims arising
out of the willful or negligent acts, or omissions of CONTRACTOR, its officers, employees, or agents in
the performance of services under the contract.
CONTRACTOR shall not allow any SUBCONTRACTOR to commence work on this subcontract until
the insurance required of the SUBCONTRACTOR has been obtained. Any failure of CONTRACTOR to
maintain the insurance required by this paragraph, or to comply with any of the requirements of this
paragraph, shall constitute a material breach of the entire Contract.
8. INDEMNIFICATION HOLD HARMLESS. To the fullest extent permitted by law, CONTRACTOR
shall hold harmless, defend and indemnify the CITY, its City Council, employees and agents from and
against any and all claims, losses, damages, liabilities and expenses, including but not limited to
provided that any such claim, loss, damage, liability or expense (1) is attributed to bodily injury,
sickness, disease or death, or to injury to or destruction of property, including the loss therefrom, or to
any violation of federal, state or municipal law or regulation, and (2) is caused in whole or in part by any
negligent act, omission or willful misconduct of CONTRACTOR, any subcontractor, anyone directly or
indirectly employed by any of them or anyone whose acts any of them may be liable, regardless of
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 7 of 13
whether or not it is caused in part by any party indemnified hereunder. The CITY may participate in the
defense of any such claim without relieving CONTRACTOR of any obligation hereunder.
CONTRACTOR will not indemnify the CITY due to any negligent or willful act on the part of the CITY,
its officers, employees, volunteers, or agents, or the negligent or willful acts of any party other than a
fficer, employee, or agent.
9.. CONTRACTOR hereby makes the following representations and
warranties:
A. Standard of Care. CONTRACTOR represents that it is specially trained, licensed, experienced,
and competent to perform all the services, responsibilities, and duties specified herein and that
such services, responsibilities, and duties shall be performed, whether by CONTRACTOR or
designated SUBCONTRACTORS, in a manner according to generally accepted practices in the
provision of photocopier services.
B. Non-Discrimination in Employment. In the performance of the work authorized under the Contract,
CONTRACTOR shall not unlawfully discriminate against any qualified worker because of race,
religious creed, color, sex, sexual orientation, national origin, ancestry, physical disability, mental
disability, medical condition, marital status or age.
CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of
the CONTRACTOR, state that all qualified applicants will receive consideration for employment
without regard to race, color, religious creed, sex, sexual orientation, national origin, ancestry,
physical disability, mental disability, medical condition, marital status or age.
C. Adherence to Applicable Disability Law. CONTRACTOR shall be responsible for knowing and
adhering to the requirements of Section 504 of the Rehabilitation Act of 1973, the Americans with
Disabilities Act (42 U.S.C. Sections 1201, et seq.), California Government Code Sections 12020 et
seq., and all related state and local laws.
D. Safety Responsibilities. CONTRACTOR will adhere to all applicable CalOSHA requirements in
performing work pursuant to this Contract. CONTRACTOR agrees that in the performance of work
under this Contract, CONTRACTOR will provide for the safety needs of its employees and will be
responsible for maintaining the standards necessary to minimize health and safety hazards.
E. Interest of CONTRACTOR. CONTRACTOR hereby covenants that he has, at the time of the
execution of this Contract, no interest, direct or indirect, and that he shall not acquire any interest in
the future, direct or indirect, which would conflict in any manner or degree with the performance of
services required to be performed under this Contract. CONTRACTOR further covenants that in
the performance of this work, no person having such interest shall be employed.
10. ASSIGNMENT.CONTRACTOR shall not assign any interest in this Contract and shall not transfer
any interest in the same without the prior written consent of CITY, except that claims for money due or
to become due CONTRACTOR from CITY under this Contract may be assigned by CONTRACTOR to
a bank, trust company, or other financial institution without such approval .Written notice of any such
transfer shall be furnished promptly to CITY. Any attempt at assignment of rights under this Contract,
except for those specifically consented to by both parties or as stated above, shall be void.
11. INDEPENDENT CONTRACTOR. It is specifically understood that in the making and performance of
this Contract, CONTRACTOR is an independent CONTRACTOR and is not an employee, agent, or
servant of CITY.
12. MODIFICATION. This Contract may only be modified by a written amendment hereto, executed by
both parties; however, matters concerning scope of services which do not affect the agreed price may
be modified by mutual written consent of CONTRACTOR and CITY Purchasing Supervisor.
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 8 of 13
13.. If any action at law or in equity is necessary to enforce or interpret
necessary disbursements in addition to any other relief to which such party may be entitled.
14. OWNERSHIP OF DOCUMENTS.All non-proprietary reports, drawings, renderings, information, and/or
other documents or materials prepared by and/or submitted to CONTRACTOR hereunder shall become
the property of CITY. In the event of the termination of this Contract for any reason whatsoever,
CONTRACTOR shall promptly turn over all said reports, drawings, renderings, information and/or other
documents or materials to CITY without exception or reservation.
15. JURISDICTION AND VENUE.This Contract shall be construed in accordance with the laws of the
State of California and the parties hereto agree that venue of any action or proceeding regarding the
Contract or performance thereof shall be in Mendocino County, California. CONTRACTOR waives any
right of removal it might have under California Code of Civil Procedure Section 394.
16. RESIDENCY.All independent CONTRACTORS providing services to CITY for compensation who
seek an exemption from withholding of state income tax must file with the City a State of California
Form 590, certifying California residency or, in the case of a corporation, certifying that they have a
permanent place of business in California.
17. NO THIRD-PARTY BENEFICIARIES.Nothing contained in this Contract shall be construed to create,
and the parties do not intend to create, any rights in or for the benefit of third parties.
18. SEVERABILITY. If any provision of this Contract is held to be unenforceable, the remainder of this
Contract shall be severable and not affected thereby.
19. CONFLICT OF INTEREST; CONFIDENTIALITY.The CONTRACTOR covenants that it presently has
no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with
the performance of services required under this Contract. Without limitation, CONTRACTOR
represents to and agrees with the CITY that CONTRACTOR has no present, and will have no future,
conflict of interest between providing the CITY service hereunder and any other person or entity
(including but not limited to any federal or state wildlife, environmental or regulatory agency) which has
any interest adverse or potentially adverse to the CITY, as determined in the reasonable judgment of
the City Council.
The CONTRACTOR agrees that any information, whether proprietary or not, made known to or
discovered by it during the performance of or in connection with this Contract for the CITY, will be kept
confidential and not be disclosed to any other person. The CONTRACTOR agrees to immediately
notify the CITY by notices provided in accordance with Paragraph 20 of this Contract, if it is requested
to disclose any information made known to or discovered by it during the performance of or in
connection with this Contract.
These conflict of interest and future service provisions and limitations shall remain fully effective five (5)
years after termination of services to the CITY hereunder.
20. NOTICES. All notices that are required to be given by one party to the other under this Contract shall
be in writing and shall be deemed to have been given if delivered personally, by overnight courier or fax
or enclosed in a properly addressed envelope and deposited with a United States Post Office for
delivery by regular first class mail addressed to the parties at the following addresses, unless such
addresses are changed by notice, in writing, to the other party. Said notice shall be deemed given on
the date received, if delivered personally, by overnight courier or fax, and 48 hours after deposit in the
United States mail.
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 9 of 13
CITY OF UKIAH XEROX CORPORATION
Attn: Purchasing Supervisor Attn: Office of General Counsel
411 W. Clay ST 45 Glover Ave.Ukiah, CA 95482
Ukiah, CA 95482 Norwalk, CT 06856
Any correctly addressed notice that is refused, unclaimed or undeliverable because of an act or
omission of the party to be notified shall be deemed effective as of the first date that said notice was
refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight
delivery service.
Any party may change its address or fax number by giving the other party notice of the change in any
manner permitted by this Contract.
21. COMPLIANCE WITH LICENSING REQUIREMENTS . CONTRACTOR shall comply with all necessary
licensing requirements and shall obtain appropriate licenses and display the same in a location that is
reasonably conspicuous, as well as file copies of same with the CITY.
22. AUDITS; ACCESS TO RECORDS.The CONTRACTOR shall make available to the CITY, its
authorized agents, officers, or employees, for examination of any and all ledgers, books of accounts,
invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the
expenditures and disbursements charged to the CITY, and shall furnish to the CITY, its authorized
agents, officers or employees such other evidence or information as the CITY may require with regard
to any such expenditure or disbursement charged by the CONTRACTOR.
The CONTRACTOR shall maintain full and adequate records in accordance with CITY requirements to
show the actual costs incurred by the CONTRACTOR in the performance of this Contract.
CONTRACTOR shall provide such assistance as may be reasonably required in the course of such
inspection. The CITY Further reserves the right to examine and reexamine said books, records and
data during the four (4) year period following termination of this Contract or completion of all work
hereunder, as evidenced in writing by the CITY, and the CONTRACTOR shall in no event dispose of,
destroy, alter or mutilate said books, records, accounts, and data in any manner whatsoever for four (4)
years after CITY makes the final or last payment or within four (4) years after any pending issues
between the CITY and CONTRACTOR with respect to this Contract are closed, whichever is later.
23. ADDITIONAL PROVISIONS.This Contract shall be governed by the laws of the State of California. It
constitutes the entire Contract between the parties regarding its subject matter. This Contract
supersedes all proposals, oral and written and all negotiations, conversations or discussions heretofore
and between the parties related to the subject matter of this Contract.
24. MISCELLANEOUS.
A.
ial Code
B.Lease Terms.
1.Non-Cancelable Agreement. LEASE ORDERS CANNOT BE CANCELED OR TERMINATED
EXCEPT AS EXPRESSLY PROVIDED HEREIN. EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED IN THIS AGREEMENT,
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.
RIGHT TO RETURN EQUIPMENT AT XEROX EXPENSE, AS PROVIDED IN THIS AGREEMENT,
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 10 of 13
ANY CLAIM AGAINST XEROX MUST BE ASSERTED IN A SEPARATE ACTION AND SOLELY
AGAINST XEROX.
2.CITY Default & Xerox Remedies.CITY will be in default under an Order if CONTRACTOR does
not receive any payment within 15 days after the date it is due (45-days after the invoice date) or
CITY breaches any other obligation under the Contract, any Order, or any other Contract with
CONTRACTOR. If CITY defaults under the Contract or any Order, CONTRACTOR may, in addition
to its other remedies (including cessation of Maintenance Services), remove the Equipment at
ated 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 California 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 Purchase Option;
and (d) all applicable Taxes. If CITY makes the Equipment available for removal by Xerox within
31-days after the notice of default, in the same condition as when delivered, reasonable wear and
tear accepted, upon recovery of the Equipment CITY will receive a credit for the fair market value of
the Equipment as determined by CONTRACTOR, less any costs incurred by CONTRACTOR.
the Contract or any Order.
3.Basic Maintenance Services.
standard working hours, 8 A.M. to 5 P.M., Monday through Friday, in areas open for repair service
for the Equipment. 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
CONTRACTOR; (d) non-CONTRACTOR alterations, relocation, service or supplies; or (e) failure to
perform operator maintenance procedures identified in operator manuals.
4.Cartridges.Cartridges packed with Equipment and replacement Cartridges may be new,
remanufactured, or reprocessed. Remanufactured and reprocessed Cartridges meet
CONTRACTOR'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.
5.Consumable Supplies.Maintenance Services will include black toner and/or solid ink and color
until used by CITY, and CITY will use Consumable Supplies only with the Equipment for which
remanufacturing. Ship
expiration, CITY will include any unused Consumable Supplies with the Equipment for return to
CONTRACTOR's published yield by more than 10%, CONTRACTOR will notify CITY of such
excess usage. If such excess usage does not cease within 31-days after such notice,
CONTRACTOR may charge CITY for such excess usage. For the avoidance of doubt,
re 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, CITY will provide current meter reads and/or an
inventory of Consumable Supplies in its possession.
6.Remote Services.Certain models of Equipment are supported and serviced using data that is
automatically collected by CONTRACTOR 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
CONTRACTOR. The automatic data transmission capability will not allow CONTRACTOR to read,
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 11 of 13
view, or download any CITY data, documents, or other information residing on or passing through
sted in writing CONTRACTOR
will turn off and disenable the Remote Services capability.
7.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
request, CONTRACTOR will provide additional information to CITY regarding the security features
available for particular Equipment models.
8.Warranty Disclaimer & Waivers.CONTRACTOR DISCLAIMS THE IMPLIED WARRANTIES OF
NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
9.Intellectual Property Indemnity.CONTRACTOR will defend, and pay any settlement agreed to
by CONTRACTOR or any final judgment for, any claim that a CONTRACTOR-brand Product
any alleged infringement and permit CONTRACTOR to direct the defense. CONTRACTOR is not
responsible for any non-CONTRACTOR litigation expenses or settlements unless CONTRACTOR
pre-approves them in writing. To avoid infringement, CONTRACTOR may modify or substitute an
equivalent Xerox-brand Product, or obtain any necessary licenses. CONTRACTOR is not liable for
any infringement based upon a Xerox-
being used or sold with products not provided by CONTRACTOR.
10.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 CITY 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 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.
11.Force Majeure. Xerox will not be liable to CITY and CITY will not be liable to Xerox during any
period in which their performance is delayed or prevented, in whole or in part, by a circumstance
beyond their reasonable control. Xerox will notify CITY and CITY will notify Xerox if such a
circumstance occurs.
12.Taxes.CITY is responsible for all applicable taxes, fees, or charges of any kind, (including interest
and penalties) assessed by any governmental entity on the Contract or the amounts payable under
income and, for Lease
Orders taxes do not include personal property taxes in jurisdictions where CONTRACTOR is
required to pay personal property taxes. Except for Equipment that includes a Bargain Purchase
Option, a Lease Order is a lease for all income tax purposes, and CITY will not claim any credit or
deduction for depreciation of the Equipment, or take any other action inconsistent with its role as
lessee of the Equipment.
13.Late Charges.
A.Late Charge.If a payment is not received by CONTRACTOR within 15-days after the due date (45
days after the invoice date), CONTRACTOR may charge, and CITY will pay, a late interest charge
as allowed under California law.
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 12 of 13
Software
14.Software License. CONTRACTOR grants CITY a non-exclusive, non-transferable license to use
(a) the software and accompanying documentation provided with the Xerox-brand Equipment
-brand Equipment with which it was delivered; and
(b) software and accompanying documentation identified in an Order as "Application Software" only
A.CITY 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 CONTRACTOR and/or
its licensors, who will be considered third-party beneficiaries of this subsection.
C.The Base Software license will terminate (a) upon the expiration of any individual Agreement under
which CITY has rented or leased the Equipment, unless CITY has exercised an option to purchase
the Equipment or if (b) if CITY is a lessor of the Equipment and its first lessee no longer uses or
possesses the Equipment;
D.Neither CONTRACTOR nor its licensors warrant that Software will be free from errors or that its
operation will be uninterrupted.
E.Software may contain code capable of automatically disabling the Equipment. Disabling code may
be activated if: (i) CONTRACTOR is denied access to periodically reset such code; (ii) you are
notified of a default under this Agreement; or (iii) your license is terminated or expires
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.
15.Software Support
applicable Order and any renewal period. For Application Software, Software Support will be
provided as long as CITY is current in the payment of all applicable fees.
A.CONTRACTOR will maintain a web-based or toll-
working hours to report Software problems and answer Software-related questions.
B.CONTRACTOR, 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 previous Release for a period of six (6) months after the
current Release is made available to CITY. CONTRACTOR will not be required to provide
Software Support if CITY has modified the Software.
C.New releases of Software that primarily incorporate compliance updates and coding error fixes are
tes that
CONTRACTOR may make available will be provided at no charge. New releases of Software that
-current pricing. Maintenance Releases, Updates, and Feature Releases are
Software License and Software Support provisions of the Contract, unless otherwise noted.
Implementation of a Release
and/or software from CONTRACTOR or another entity.
16.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 CONTRACTOR or its
right to use Diagnostic Software for any purpose, or allow third parties to do so. CITY agrees at all
CONTRACT #2122-147
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTI-FUNCTION COPY MACHINES
Page 13 of 13
times to allow CONTRACTOR reasonable access to the Equipment to access, monitor, and
otherwise takes steps to prevent unauthorized use or reproduction of Diagnostic Software, provided
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written.
XEROX CORPORATION
BY:
Date
PRINT NAME:
IRS IDN Number
CITY OF UKIAH
BY:
SAGE SANGIACOMO, CITY MANAGER Date
ATTEST:
KRISTINE LAWLER, CITY CLERK Date
John de la Cuadra
2/4/2022
16-0468020
Apr 29, 2022
Kristine Lawler (Apr 29, 2022 11:42 PDT)
Kristine Lawler Apr 29, 2022
Model Location Mainframe Lease, Monthly Cost Additional Features, Monthly Cost Extended Price Per Document Rate
Xerox 8170H2 Civic Center, Main 268.53$BR Booklet Maker - $50.13, CZ Fold - $67.92 411.01$Free up to 10,000 B/W pages, 5000 colored pages.
300 Seminary Avenue High Capacity Paper Feeder - $16.62 If exceeded in billing period:
Ukiah, California 95482 Envelope Tray - $7.81 B/W: $.005 EA, Colored: $.0406 EA
The RATE shall include service, accessories and supplies including toner, developer, fusers and staples (excluding paper), except for accessories added subsequent to installation of any machine that were not
included with the original specificaitons. Provision of such additional accessories shall be without delivery or installation charge.
Rev: 11/20/08 Page 1 of 2
INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the work
hereunder by the Contractor, his agents, representatives, employees or subcontractors.
I.Minimum Scope of Insurance
Coverage shall be at least as broad as:
A. Insurance Services Office Commercial General Liability coverage (Form No. CG 20 10 10 01 and
Commercial General Liability Completed Operations Form No. CG 20 37 10 01).
B. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1
(any auto).
C.insurance as required by the Sta
Insurance.
II.Minimum Limits of Insurance
Contractor shall maintain limits no less than:
A. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage
including operations, products and completed operations.If Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general aggregate limit
shall apply separately to this project/location or the general aggregate limit shall be twice the
required occurrence limit. Insurance must be written on an occurrence basis.
B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Insurance must
be written on an occurrence basis.
C.sation
III.Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require
the insurer to reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officers,
officials, employees and volunteers; or the Contractor to provide a financial guarantee satisfactory to the City
guaranteeing payment of losses and related investigations, claim administration and defense expenses; or to
approve the deductible without a guarantee.
IV.REQUIRED Insurance Provisions
Proof of general liability and automobile liability policies are to contain, or be endorsed to contain, the
following provisions:
A. The City, its officers, officials, employees, and volunteers are to be covered as ADDITIONAL
INSURED with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on
behalf of the contractor; and with respect to liability arising out of work or operations performed by or on
behalf of the Contractor including materials, parts or equipment, furnished in connection with such work or
operations. General liability coverage can be provided in the form of a
B.. The
insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses paid under the terms of this policy which arises
from the work performed by the named insured for the City. NOTE: You cannot be added as an additional
ensation policy.
C primary insurance
with respect to the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, or volunteers shall be in excess of the
Rev: 11/20/08 Page 2 of 2
D. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
canceled by either p
requested, has been given to the City.
E.Note: (This protects the Contractor)-Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insured in any case where an agreement to indemnify the additional
insured would be invalid under Subdivision (b) of Section 2782 of Civil Code.
V.RATING - Acceptability of Insurers
Insurance is to be placed with admitted California insure no less than A- for
financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating.
VI.Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements affecting coverage
required by this clause. The endorsements should be on forms provided by the City.If endorsements are on
forms must provide coverage that is equivalent to or
better than the forms requested by the City. All certificates and endorsements are to be received and approved
by the City before work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, including endorsements affecting the coverage required by these specifications at
any time.
VII.Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements
stated herein.
If you have questions regarding our insurance requirements contact:
Risk Manager
(707) 463-6287 FAX (707) 463-6204