Loading...
HomeMy WebLinkAbout- AGREEMENT MISC - PROFESSIONAL DOCUMENT SOLUTIONS THIS IS A LEGALLY BINDING Professional NON-CANCELABLE CONTRACT Cost Per Print Agreement PDS. Document Solutions, Inc. Agreement No: Customer-Use EXACT registered name fra corp.,LLC or LP Customer's Contact Person: Contact Person's E-mail: THE CITY OF FORT COLLINS, COLORADO, a Municipal Kelly Schroeder,Manager,Client Services �StG19tQrrsK:�ca..vrr Corporation Street City State County Zip Code Customer's Telephone 215 North Mason Street,3f4 floor Fort Collins, Larimer 80522 1970:221-6523 CO PO Box 580 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 SCHEOULES(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 PDS 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 Customer's network for devices which 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. See 'Schedule A' for applicable monthly charges and cost per print rates. 2.TERM AND TERMINATION. The term of this Agreement will begin on the date of execution by both parties,and will continue for a period not to exceed five(5)years after date of execution.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. Company may term nate 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. 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 Devi,e covered by this Agreement prior to the end of a Schedule Term by paying an early terminat on fee of$50.00 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 classifed by the OEM as service discontinued, or parts or Supplies(defined below)are no longer commercially ava lable. Notwithstanding the time periods contained herein, Customer may terminate this Agreement at any time without cause by providing written notice of termination to Company.Such notice shall be delivered at least fifteen(15)days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by Customer,the Company shall be paid for services rendered and$50 per managed device less than 3 years in service per item B in section 2 to the date of termination, subject only to the satisfactory performance of the Company's obligations under this Agreement.Such payment shall be the Company's sole right and remedy for such termination. 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").The end user reserves the right to refuse service and reschedule for any reason. 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,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:OOAM to 5:OOPM 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 manufacturers("OEM")specifications;(ii;fa lure 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 prov ded 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 s beyond repa r,or is classified by the OEM as service discontinued,or parts or Supplies ldefined 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. e)Replacement parts may be new or used and all removed,replaced parts become Service Provider's property. f) If a maintenance kit or drum is required for a Managed Device, Company will provide Customer with the drum or maintenance kit component(%, Drums and maintenance kits are included in 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. 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 on y 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 cartridges 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 d'spose 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 current consumables level, if available,to validate a low consumables condition;and(ii;check the metered impression volume since the last Supplies shipment to determine f 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 PDS 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. f meter reads are nct provided Company tit may estimate the number of prints used and invoice Customer accordingly, (n; may charge a fee.n the amount of$20.00 per Device that do not report meter readings for each month until meter readings are provided,and (iii)will adjust the estimated-barge 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 implementation of the Tools by providing relevant network information such as the IP address ranges or subsets 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)Customer agrees to work with Xerox and/or Company to remote solve any issues before a service technician is dispatched to perform on-site Break Fix Services. i) Provide reasonable access to Customer's facilities and personnel as required for the performance of the Services. j) Ensure that Managed Devices are installed and operating within the OEM's specifications and are readily accessible to the Xerox authorized service representative. k)Submit meter data for non-networked Managed Devices,when such cannot be provided by the Tools,at least every 30 days. 1)Request Break Fix Services from the Help Desk for Managed Devices that are not compatible with the Tools. ml)Grant or transfer to Xerox suffic ent rights to use software owned, licensed or otherwise controlled by Customer,as required, solely for the purpose of providing the Services. n)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 our standard rate of 3%year over year.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 Cuslomen. 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 by Xerox Client Tools or, upon request,Customer fails to provide a meter reading,Company may estimate the reading and bill Customer accordingly. PDS/Xerox standardizes their offering utilizing best in class approach and practice pertaining to cyber security: a)Complete details regarding safeguards to network security and functionality of the"Xerox Tools"can be found in the"Xerox Device Agent 6.3 Security Evaluation Guide" b) The "Xerox Device Agent 6.3 Security Evaluation Guide" will be provided to Customer by Company prior to the submission and finalization of this Agreement. 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.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 Larimer County without regard to choice of law principles, and any litigation hereunder shall take place in the state or federal courts located in Fort Collins, Colorado. 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.Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V,Section 8(b)of the City Charter,City Code Section 8-186,and Article X,Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. Accepted by(Professional Document Solutions] Customer: By. / 3/30/21Pate By / ��, �� (��Date) P`"t Name: Gerry Paul Tit Purchasing Dir.