Loading...
R99-132RESOLUTION NO. R99-?,~,~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN EXTENSION OF THE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND XEROX BUSINESS SERVICES, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City currently has an agreement in effect with Xerox E~usiness Services which is due to expire; and WHEREAS, the City's is currently in the process of reviewing the copying needs of the entire City; and WHEREAS, upon recommendation of staff, the City Commission has :Jetermined that it is in the best interests of the residents of the City to execute the ~bove described Extension Amendment until October 31, 1999, or until either party ives 30 days prior wdtten notice to terminate; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF HE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach, Florida :~oes hereby authorize and direct the Mayor and City Clerk to execute an Extension &mendment between the City of Boynton Beach and Xerox Business Services, attached hereto as Exhibit '%". Section2. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED this __ day of September, 1999. ATTEST: Cit~'Clerk -- ~of~~ ~ ~:~o~agmt~erox Business Se~i~s ~/8/98 ~v~ce Mayor May~r P~o Tem Commissioner XEROX BUSINESS SERVICES DOCUMENT MANAGEMENT SERVICES AGREEMENT This Document Management Services Agreement ( "Agreement ") sets forth the terms and conditions upon which The City of Boynton Beach ( "Customer" or "You ") and Xerox Business Services ( "XBS ", "We ", or "Us "), a division of Xerox Corporation ( "Xerox "), have agreed for XBS to provide document management services ( "Services ") for you. 1. XBS will provide Services to you at the following location: The City of Boynton Beach 100 E. Boynton Beach Blvd. P.O. Box 310 Boynton Beach, Fl. 33425 Mr. Dale Sugerman (407) 375 -6010 2. TERM The term of this Agreement will be the 36 month period from September 1, 1996 through August 31, 1999. If you and XBS mutually agree to begin Services partially and/or early, we will bill you on a pro rata basis, based on a 30-day billing month and the terms and conditions of this Agreement will apply. 3. PRICING Pricing for the Services provided under this Agreement is displayed in Exhibit I. Such pricing is based upon information furnished by both parties that is believed to be accurate and complete. If such information should prove to be inaccurate or incomplete in any material respect, the parties will negotiate in good faith to make appropriate adjustments to the provisions, Services, or pricing under this Agreement. 4. PERFORMANCE STANDARDS XBS will provide Services in accordance with the Performance Standards ("Standards ") as mutually agreed to and set forth in Exhibit II to this Agreement. If you believe that we are not performing in compliance with the Standards, you will notify XBS in writing of the specific non - performance, and authorized representatives of both parties will meet to discuss these issues. We will then correct any non- performance within 30 days of notification from you, provided, however, if we fail to do so, you may terminate this Agreement without incurring Early Termination Charges. 5. SERVICES In performing Services under this Agreement a. Personnel (i) We will provide sufficient XBS - trained personnel to perform the Services established pursuant to this Agreement and/or as set forth in the Performance Standards. (ii) XBS personnel performing Services under this Agreement will perform in a professional manner and will comply with all of your applicable security and safety regulations. You will provide copies. and any applicable updates. to us for communication to our personnel. (iii) If you are dissatisfied with the performance of any XBS personnel, notify XBS of the specific deficiencies in writing, and we will address these non - performance issues within 5 days. If you remain dissatisfied with such performance after we have taken remedial action, we will remove such personnel and provide a replacement. If, in your judgment, you believe that the actions of such personnel warrants immediate action, you will contact XBS and provide the grounds for the request and XBS will act accordingly. (iv) XBS shall be deemed an independent contractor and shall not act as, or be your agent or employee. We will provide for and pay the compensation of XBS personnel and be responsible for payment of all taxes which an employer is required to pay relating to the employment of employees, including worker's compensation. You will not be liable to Xerox, or to any XBS personnel, for our failure to meet our compensation or tax obligations. We will indemnify, defend and hold you harmless from and against all such obligations and will comply with all associated government regulations, including the filing of all necessary reports and returns. b. Equipment/Software (i) We will provide and/or operate the Equipment/Software listed in Exhibit III, and we will keep rie Equipment in good working order during the term of this Agreement. Unless otherwise stated in the Agreement, Equipment and Software provided under this Agreement are the property of XBS. During the term of this Agreement, XBS will have the risk of loss or damage to this XBS -owned Equipment and software, unless caused by your negligence or willful acts. (ii) If you are not totally satisfied with any Xerox Equipment installed at your location under this Agreement, at your request, we will replace it, without charge, with an identical model or a comparable machine with similar features and capabilities. This Guarantee will be effective for 3 years from the original Equipment delivery, unless this Agreement is for a longer period, in which event it will be effective during the entire term of the Agreement, but in no event longer than 5 years from the original Equipment delivery. This Guarantee applies only to Equipment which has been continuously maintained by Xerox or its authorized representatives, and is not applicable to Equipment damaged or destroyed due to an Act of God. c. Supplies/Materials Standard supplies, ( toner, developer, fuser agent, and staples), required to make 8 1/2" x 11" impressions for Services provided by XBS under this Agreement are included. White, 20# Bond paper and additional and/or non - standard supplies can be ordered and will be billed according to usage per then - current XBS supply prices. 6. BILLING AND PAYMENT a. Invoices are payable upon receipt. You shall pay to XBS all applicable state and local taxes. These taxes include, but are not limited to, sales and use, rental. excise, gross receipts, and occupational or privilege taxes. Exemption from tax payment will be allowed upon presentation of applicable state and/or local proof of exemption. You will not be responsible for any taxes based on Xerox net income. 7. CONFIDENTIAL INFORMATION While we are performing Services for you under this Agreement. we will not disclose your confidential business information which may become known to us while performing Services ( "Confidential Information "). We will instruct XBS personnel providing Services that they shall not remove any of your documents or your other materials and that they shall not disclose any Confidential Information to any persons other than your personnel un less you authorize us in writing. Our obligations hereunder do not apply to any Confidential Information which (i) is in the public domain prior to, at the time of, or subsequent to the date of disclosure to us through no fault of ours. (u) was rightfully in our possession free of any obligation of confidentiality, or (iii) was developed by Xerox employees or agents independently of and without reference to any of your Confidential Information. 8. PURCHASE ORDERS If you issue a purchase order under this Agreement, the Agreement number identified on the signature page of this Agreement will be referenced on its face, and the purchase order will be subject solely to the terms and conditions of this Agreement, notwithstanding anything contained in the purchase order which is at variance with or additional to this Agreement. 9. INDEMNIFICATION /LIMITATION OF LIABILITY a. In the event, and to the extent, any negligent act or act of omission of XBS or Customer, or t Fir respective employees, agents or representatives causes (i) damage to or destruction of property of the other party or third parties, and/or (ii) death or injury to any person, then such party shall indemnify, defend and hold the other party harmless from and against any and all claims, including reasonable attorneys' fees and expenses, which are brought as a result, provided that the party to be indemnified gives the indemnifying party reasonable notice and the opportunity to defend. b. You agree that you will not direct us to perform Services under this Agreement which would constitute an infringement of copyright or other intellectual property rights. If a third party brings a claim against Xerox for copyright infringement or other intellectual property rights infringement arising from our performance of Services at your direction under this Agreement, you agree to indemnify, defend at your expense, and hold Xerox harmless, provided we give you timely notice and cooperate with you in the defense. c. Neither party will be liable to the other for indirect, special, punitive, consequential or incidental damages. such as loss of use, revenue or profit, whether arising due to a breach of this Agreement, in contract or in tort, ( including, but not limited to, negligence), or under any other theory. 10. DISPUTE RESOLUTION a. In the event of any dispute between us regarding performance under this Agreement, and prior to the commencement of any formal proceedings, the parties will attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute. If the matter has not been resolved within 60 days of a party's request for negotiation, either party may initiate mediation as provided below. b. If the dispute has not been resolved by negotiation as provided above, the parties will attempt in good faith to settle the dispute by mediation under the Center for Public Resources ( "CPR ") Model Procedure for Mediation of Business Disputes. The neutral third party will be selected from the CPR Panels of Neutrals, with the assistance of CPR, unless the parties agree otherwise. 11. ASSIGNMENT Exhibit I PRICING Page 1 of 3 AGREEMENT # < > 1. Pncing for the Services provided under this Agreement is as follows: Monthly Impressions Charge Per Agreement Minimum Included in Impression Period Charge Minimum Above Minimum 9/1/% - 8/31/99 $7,475 235,000 $0.0195 $0.71 For 2510 2. a. You agree to pay Early Termination Charges ( "ETCs ") equal to the then- current Monthly Minimum Charge, times the number of months remaining in the Agreement, not to exceed 6 months, if you terminate this Agreement prior to its expiration or if XBS terminates this Agreement due to your material breach, provided that we notify you in writing of your material breach and allow you 30 days after such notice to correct it. b. You will not be charged ETCs if you terminate this Agreement due to a material breach by XBS, provided that you notify us in writing of the material breach and allow us 30 days to correct it. c. XBS has provided funds ("Buyout Funds") to you under this Agreement to retire the debt on your existing lease obligations. Should this Agreement be terminated before the expiration of its term for any reason, you agree to pay to XBS, in addition to any applicable Early Termination Charges, an amount equal to the remaining principal balance of the Buyout Funds provided by XBS, less any future, unearned interest. In the event of termination of the Agreement prior to its expiration, the monthly Buyout Funds payment amount of $1,531 will be deducted from the Monthly Minimum Charge for calculating any applicable Early Termination Charges. d. Once you have paid the Buyout Funds to XBS as described herein, the Equipment for which the Buyout Funds were provided shall be subject to the following: (i) You shall take title and ownership of such Buyout equipment, including any like -for- like replacement of such equipment. (ii) If the Buyout equipment is replaced through a trade -in, then you shall forfeit ownership to the original and replacement equipment. In the event of such trade -in, you will receive a trade -in credit per the then- current Xerox Commercial Trade -In Terms and Conditions. The trade -in credit amount will be applied in equal amounts to the next twenty -four (24) invoices following the trade transaction. If this Agreement is terminated prior to the receipt of the full amount of the credit, then you will receive the remaining balance of the trade -in credits on the final invoice following termination. 469std Exhibit I PRICING Page 2 of 3 e. The specific Buyout Equipment is: Equipment Serial Number 1090 E i M08058622 F o ./ i c c - U E T5 ` T/ V 5034 79H025155 e'7v 5320 1M1391510 ,C6C. J/ CE.� 5320 ' 1M1390989 f.:c - - /a :L 5322 53 1M2011021 /7 ' / - r GE'iv7.;Xi 1090 /090 M08061131 C) CA t 5042 5 : 4 80U159584 5320 3o 1M1384271 46 std Neither party may assign this Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, Xerox may assign any of the XBS -Owned Equipment without notice to or consent of Customer. If Xerox assigns any XBS- Owned Equipment, Xerox shall remain primarily obligated with respect to it and any claim or defense that Customer may have regarding it may only be asserted against Xerox, and not against any assignee. 12. GOVERNING LAW This Agreement will be governed by the laws of the state in which the Services are provided. This Agreement is the complete agreement between us and supersedes all prior written or oral agreements regarding the Services. In the event the parties want to make any changes, the Agreement will be amended in writing and signed by both parties. <Customer> Xerox B usiness Services E-, ...e. 77-ive..a 2 / hi''',f s i/ % cre;O,,i,c K. Name (Please , Prier) � Name (Pleas • ) Signature signature �'// ► % /� /.—'/ /go i/o.Q 4. /�i ��. fil Tide Title 9/6/9? �,01 Date Date DOCUMENT MANAGEMENT SERVICES AGREEMENT # < > THE DOCUMENT COMPANY XEROX Internal Memo To: From: Distribution Liz Pames General Manager South Florida Operations/XBS (305) 818 -4319 — r472 -4319 Subject: Date: Temporary Delegation of Authority September 13, 1996 I will be out of the office from September 16 - September24, 1996. Tom McCormick is hereby authorized to sign for me during my absence. This delegation of Authority is to be used within the limits specified in the Delegating Manager's Approval Authorization Form for Budget Center(s) S924, S76O, S465, S7O3, S5O9, S574, S742, X254, X255, X379, X214, X697 -STR, X380, X381, X382, X383, X384, X385, X386 and X655(Puerto Rico), X542, X543, X544, X545, X546. f Delegatee's Signature •Ztor's signature DISTRIBUTION: A COPY OF THIS I :EL10 f.IUST BE ATTACHED TO ANY DOCuLIENT SIGNED BY THE ALTERNATE. x Exhibit I PRICING Page 3 of 3 3. a. On January 1st, April 1st, July 1st, and October 1st, prices shown for paper products may be adjusted as mutually agreed. - Xerox 4024 DP 8.5" x 11" White Paper = $32.25 per carton - Xerox 4020 DP 8.5" x 11" White 3HD Paper = $34.10 per carton b. Customer may purchase application throughput and /or specialty papers at then- current XBS prices. c. Either party may terminate the paper portion of this Agreement at any time. 4. As a special provision, XBS will provide copying or duplicating work at a Xerox facility, that exceeds the capacity of the on site services provided under this Agreement, ( "Overflow "), at a charge of $0.029 per impression for machine -ready documents. Overflow work will not be applied against the impressions included in the Monthly Minimum Charge. 5. You have the option of requesting overtime at $24.00 per hour on weekdays arid $36,00 per hour for weekends and holidays for on site document production. However, you will not be billed for overtime charges for Services performed outside of normal working hours due solely to Equipment malfunction or unavailability of personneL 469std J Exhibit II PERFORMANCE STANDARDS Agreement # < > During the term of this Agreement, XBS will provide Services as follows: GENERAL All Xerox equipment will be maintained by Xerox on an 8-5 Monday through Friday basis. All applicable equipment and consumables warranties are conveyed to the end user (City of Boynton Beach) during the course of this agreement The City of Boynton Beach will have the benefit of the Xerox Business Services Total Satisfaction Guarantee as a remedy to any quality issues arising outside the scope of the Performance Standards. [copy attached] PROBLEM RESOLUTION PROCESS In the event of a machine malfunction or outage, The City of Boynton Beach will contact Xerox Service. Within 1 hour a Xerox Service Representative will contact the City of Boynton Beach with an estimated time to make repairs. If a high volume, production device (1090) is inoperative, a service representative will be on site within 4 hours of the initial call to Xerox Service. For convenience copiers, the service representative will be onsite that same day or no later than 12:00 the following business day unless agreed to by customer. DOCUMENT PRODUCTION Xerox is presently not responsible for the on site production of any City of Boynton Beach documents. DOCUMENT EQUIPMENT MANAGEMENT End -user surveys and Customer Satisfaction Measurement Survey (CSMS) will be provided. Account visits by XBS Managerial personnel will be performed periodically. Account Associates will perform predictive maintenance routinely or no later than each time a meter read is done on that machine. A customized monthly "Bill Back" report, (designed by input from the customers Accounts Payable department) will be provided and revised periodically as necessary. 496pert Exhibit III EQUIPMENT I SOFTWARE LISTING AGREEMENT # < > The following Equipment and / or Software is installed under this Agreement at Customer's location: Equipment Model / Software Serial Number Status Description, Location 1090 Copier M08058622 Xerox Owned Police Records 5034 ZTAST Copier 79H025155 Xerox Owned City Manager 5320 ZTA Copier 1M1391510 Xerox Owned Personnel 5320 ZTA Copier 1M1390989 Xerox Owned Police Records 5322 ZTAS Copier 1M2011021 Xerox Owned Art Center 1090 Copier M08058622 Xerox Owned City Clerk 5052 Copier 15P335352 Xerox Owned Finance 5028 ZTA Copier 68H531015 Xerox Owned West Wing 5320 ZT Copier 1M7004690 Xeropx Owned Communications 5320 ZTA Copier 1M1390506 Xerox Owned Fire Station 3 5042 Copier 80U159584 Xerox Owned Library 5018 Copier 71P213207 Public Works (Customer Owned) 5320 Copier 1M1384271 Xerox Owned West Water Plant 5021 ZTA Copier 0MW042217 Xerox Owned East Water Plant 2510 Copier 64G019473 Utilities (Customer Owned) 5053 Copier 2Y5052590 Xerox Owned Utilities 496equ tp XEROX BUSINESS SERVICES DOCUMENT MANAGEMENT SERVICES AGREEMENT This Document Management Services Agreement ( "Agreement ") sets forth the terms and conditions upon which The City of Boynton Beach ( "Customer" or "You ") and Xerox Business Services ( "XBS ", "We ", or "Us "), a division of Xerox Corporation ( "Xerox "), have agreed for XBS to provide document management services ( "Services ") for you. 1. XBS will provide Services to you at the following location: The City of Boynton Beach 100 E. Boynton Beach Blvd. P.O. Box 310 Boynton Beach, Fl. 33425 Mr. Dale Sugerman (407) 375 -6010 2. TERM The term of this Agreement will be the 36 month period from September 1, 1996 through August 31, 1999. If you and XBS mutually agree to begin Services partially and/or early, we will bill you on a pro rata basis, based on a 30-day billing month and the terms and conditions of this Agreement will apply. 3. PRICING Pricing for the Services provided under this Agreement is displayed in Exhibit I. Such pricing is based upon information furnished by both parties that is believed to be accurate and complete. If such information should prove to be inaccurate or incomplete in any material respect, the parties will negotiate in good faith to make appropriate adjustments to the provisions. Services, or pricing under this Agreement. 4. PERFORMANCE STANDARDS XBS will provide Services in accordance with the Performance Standards ( "Standards ") as mutually agreed to and set forth in Exhibit II to this Agreement. If you believe that we are not performing in compliance with the Standards, you will notify XBS in writing of the specific non - performance, and authorized representatives of both parties will meet to discuss these issues. We will then correct any non- performance within 30 days of notification from you, provided, however, if we fail to do so, you may terminate this Agreement without incurring Early Termination Charges. 5 SERVICES In performing Services under this Agreement: a. Personnel (i) We will provide sufficient XBS - trained personnel to perform the Services established pursuant to this Agreement and/or as set forth in the Performance Standards. (ii) XBS personnel performing Services under this Agreement will perform in a professional manner and will comply with all of your applicable secunty and safety regulations. You will provide copies. and any applicable updates. to us for communication to our personnel. (iii) If you are dissatisfied with the performance of any XBS personnel, notify XBS of the specific deficiencies in writing, and we will address these non - performance issues within 5 days. If you remain dissatisfied with such performance after we have taken remedial action, we will remove such personnel and provide a replacement. If, in your judgment, you believe that the actions of such personnel warrants immediate action, you will contact XBS and provide the grounds for the request and XBS will act accordingly. (iv) XBS shall be deemed an independent contractor and shall not act as, or be your agent or employee. We will provide for and pay the compensation of XBS personnel and be responsible for payment of all taxes which an employer is required to pay relating to the employment of employees, including worker's compensation. You will not be liable to Xerox, or to any XBS personnel, for our failure to meet our compensation or tax obligations. We will indemnify, defend and hold you harmless from and against all such obligations and will comply with all associated government regulations, including the filing of all necessary reports and returns. b. Equipment/Software (i) We will provide and/or operate the Equipment/Software listed in Exhibit III, and we will keep tie Equipment in good working order during the term of this Agreement. Unless otherwise stated in the Agreement, Equipment and Software provided under this Agreement are the property of XBS. During the term of this Agreement, XBS will have the risk of loss or damage to this XBS -owned Equipment and software, unless caused by your negligence or willful acts. (ii) If you are not totally satisfied with any Xerox Equipment installed at your location under this Agreement, at your request, we will replace it, without charge, with an identical model or a comparable machine with similar features and capabilities. This Guarantee will be effective for 3 years from the original Equipment delivery, unless this Agreement is for a longer period, in which event it will be effective during the entire term of the Agreement, but in no event longer than 5 years from the original Equipment delivery. This Guarantee applies only to Equipment which has been continuously maintained by Xerox or its authorized representatives, and is not applicable to Equipment damaged or destroyed due to an Act of God. c. Supplies/Materials Standard supplies, ( toner, developer, fuser agent, and staples), required to make 8 1 /2" x 11" impressions for Services provided by XBS under this Agreement are included. White, 20# Bond paper and additional and/or non - standard supplies can be ordered and will be billed according to usage per then - current XBS supply prices. 6. BILLING AND PAYMENT a. Invoices are payable upon receipt. You shall pay to XBS all applicable state and local taxes. These taxes include, but are not limited to, sales and use, rental, excise, gross receipts, and occupational or privilege taxes. Exemption from tax payment will be allowed upon presentation of applicable state and/or local proof of exemption. You will not be responsible for any taxes based on Xerox net income. 7. CONFIDENTIAL INFORMATION While we are performing Services for you under this Agreement, we will not disclose your confidential business information which may become known to us while performing Services ( "Confidential Information "). We will instruct XBS personnel providing Services that they shall not remove any of your documents or your other materials and that they shall not disclose any Confidential Information to any persons other than your personnel, unless you authorize us in writing. Our obligations hereunder do not apply to any Confidential Information which (i) is in the public domain prior to, at the time of, or subsequent to the date of disclosure to us through no fault of ours. (ii) was rightfully in our possession free of any obligation of confidentiality, or (iii) was developed by Xerox employees or agents independently of and without reference to any of your Confidential Information. 8. PURCHASE ORDERS If you issue a purchase order under this Agreement, the Agreement number identified on the signature page of this Agreement will be referenced on its face, and the purchase order will be subject solely to the terms and conditions of this Agreement, notwithstanding anything contained in the purchase order which is at variance with or additional to this Agreement. 9. INDEMNIFICATION/LIMITATION OF LIABILITY a. In the event, and to the extent, any negligent act or act of omission of XBS or Customer, or their respective employees, agents or representatives causes (i) damage to or destruction of property of the other party or third parties, and/or (ii) death or injury to any person, then such party shall indemnify, defend and hold the other party harmless from and against any and all claims, including reasonable attorneys' fees and expenses, which are brought as a result, provided that the party to be indemnified gives the indemnifying party reasonable notice and the opportunity to defend. b. You agree that you will not direct us to perform Services under this Agreement which would constitute an infringement of copyright or other intellectual property rights. If a third party brings a claim against Xerox for copyright infringement or other intellectual property rights infringement arising from our performance of Services at your direction under this Agreement, you agree to indemnify, defend at your expense, and hold Xerox harmless, provided we give you timely notice and cooperate with you in the defense. c. Neither party will be liable to the other for indirect, special, punitive, consequential or incidental damages. such as loss of use, revenue or profit, whether arising due to a breach of this Agreement, in contract or in tort, (including, but not limited to, negligence), or under any other theory. 10. DISPUTE RESOLUTION a. In the event of any dispute between us regarding performance under this Agreement, and prior to the commencement of any formal proceedings, the parties will attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute. If the matter has not been resolved within 60 days of a party's request for negotiation, either party may initiate mediation as provided below. b. If the dispute has not been resolved by negotiation as provided above, the parties will attempt in good faith to settle the dispute by mediation under the Center for Public Resources ( "CPR ") Model Procedure for Mediation of Business Disputes. The neutral third party will be selected from the CPR Panels of Neutrals, with the assistance of CPR, unless the parties agree otherwise. 11. ASSIGNMENT Exhibit I PRICING Page 1 of 3 AGREEMENT # < > 1. Pricing for the Services provided under this Agreement is as follows: Monthly Impressions Charge Per Agreement Minimum Included in Impression Period Charge Minimum Above Minimum 9/1/96 - 8/31/99 $7,475 235,000 $0.0195 $0.71 For 2510 2. a. You agree to pay Early Termination Charges ( "ETCs ") equal to the then - current Monthly Minunum Charge, times the number of months remaining in the Agreement, not to exceed 6 months, if you terminate this Agreement prior to its expiration or if XBS terminates this Agreement due to your material breach, provided that we notify you in wnting of your material breach and allow you 30 days after such notice to correct it. v _ b. You will not be charged ETCs if you terminate this Agreement due to a material breach by XBS, provided that you notify us in writing of the material breach and allow us 30 days to correct it. c. XBS has provided funds ( "Buyout Funds ") to you under this Agreement to retire the debt on your existing lease obligations. Should this Agreement be terminated before the expiration of its term for any reason, you agree to pay to XBS, in addition to any applicable Early Termination Charges, an amount equal to the remaining principal balance of the Buyout Funds provided by XBS, less any future, unearned interest. In the event of termination of the Agreement prior to its expiration, the monthly Buyout Funds payment amount of $1,531 will be deducted from the Monthly Minimum Charge for calculating any applicable Early Termination Charges. d. Once you have paid the Buyout Funds to XBS as described herein, the Equipment for which the Buyout Funds were provided shall be subject to the following: (i) You shall take title and ownership of such Buyout equipment, including any like -for- like replacement of such equipment. (ii) If the Buyout equipment is replaced through a trade -in, then you shall forfeit ownership to the original and replacement equipment. In the event of such trade-tn, you will receive a trade -in credit per the then - current Xerox Commercial Trade -In Terms and Conditions. The trade -in credit amount will be applied in equal amounts to the next twenty-four (24) invoices following the trade transaction. If this Agreement is terminated prior to the receipt of the full amount of the credit, then you will receive the remaining balance of the trade -in credits on the final invoice following termination. 469std Exhibit I PRICING rage 2 of 3 e. The specific Buyout Equipment is: Equipment Serial Number 1090 M08058622 5034 791-1025155 5320 1M1391510 5320 1M1390989 5322 1M2011021 1090 M08061131 5042 80U159584 5320 1M1384271 46'std Neither party may assign this Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, Xerox may assign any of the XBS -Owned Equipment without notice to or consent of Customer. If Xerox assigns any XBS- Owned Equipment, Xerox shall remain primarily obligated with respect to it and any claim or defense that Customer may have regarding it may only be asserted against Xerox, and not against any assignee. 12. GOVERNING LAW This Agreement will be governed by the laws of the state in which the Services are provided. This Agreement is the complete agreement between us and supersedes all prior written or oral agreements regarding the Services. In the event the parties want to make any changes, the Agreement will be amended in writing and signed by both parties. < Customer> Xerox Business Services gd.= ,41�1�7 '5 -'r-,aS I:: /{» /r /-1_ Name (Please Print) Name (Please Print) , 4 ./t ..---"---77-,e1,------ .7' Signature O Signature 149Vo.e _ g z f--/:-- Title Title 9��f96 °T. >71 Date Date DOCUMENT MANAGEMENT SERVICES AGREEMENT # < > THE DOCUMENT COMPANY XEROX Internal Memo To: From: Distribution Liz Parnes General Manager South Florida Operations/XBS (305) 818 -4319 — 8'472 -4319 Subject: Date: Temporary Delegation of Authority September 13, 1996 I will be out of the office from September 16 - September24, 1996. Tom McCormick is hereby authorized to sign for me during my absence. This delegation of Authority is to be used within the limits specified in the Delegating Manager's Approval Authorization Form for Budget Center(s) S924, S760, S465, S703, S509, S574, S742, X254, X255, X379, X214, X697 -STR, X380, X381, X382, X383, X384, X385, X386 and X655(Puerto Rico), X542, X543, X544, X545, X546. 1.7 - Delegatee's Signature I ele • : tor's signature DISTRIBUTION: A COPY OF THIS MEMO MUST BE ATTACHED TO ANY DOCUMENT SIGNED BY THE ALTERNATE. x Exhibit I PRICING Page 3 of 3 3. a. On January 1st, April 1st, July 1st, and October 1st, prices shown for paper products may be adjusted as mutually agreed. - Xerox 4024 DP 8.5" x 11" White Paper = $32.25 per carton - Xerox 4020 DP 8.5" x 11" White 31-ID Paper = $34.10 per carton b. Customer may purchase application throughput and /or specialty papers at then - current XBS prices. c. Either party may terminate the paper portion of this Agreement at any time. 4. As a special provision, XBS will provide copying or duplicating work at a Xerox facility, that exceeds the capacity of the on site services provided under this Agreement, ( "Overflow "), at a charge of $0.029 per impression for machine -ready documents. Overflow work will not be applied against the impressions included in the Monthly Minimum Charge. 5. You have the option of requesting overtime at $24.00 per hour on weekdays and $36.00 Pei- hour for weekends and holidays for on site document production. However, you will not be billed for overtime charges for Services performed outside of normal working hours due solely to Equipment malfunction or unavailability of personnel. 469std Exhibit II PERFORMANCE STANDARDS Agreement # < > During the term of this Agreement, XBS will provide Services as follows: GENERAL All Xerox equipment will be maintained by Xerox on an 8 -5 Monday through Friday basis. All applicable equipment and consumables warranties are conveyed to the end user (City of Boynton Beach) during the course of this agreement. The City of Boynton Beach will have the benefit of the Xerox Business Services Total Satisfaction Guarantee as a remedy to any quality issues arising outside the scope of the Performance Standards. [copy attached] PROBLEM RESOLUTION PROCESS In the event of a machine malfunction or outage, The City of Boynton Beach will contact Xerox Service. Within 1 hour a Xerox Service Representative will contact the City of Boynton Beach with an estimated time to make repairs. If a high volume, production device (1090) is inoperative, a service representative will be on site within 4 hours of the initial call to Xerox Service. For convenience copiers, the service representative will be onsite that same day or no later than 12:00 the following business day unless agreed to by customer. DOCUMENT PRODUCTION Xerox is presently not responsible for the on site production of any City of Boynton Beach documents. DOCUMENT EQUIPMENT MANAGEMENT End -user surveys and Customer Satisfaction Measurement Survey (CSMS) will be provided. Account visits by XBS Managerial personnel will be performed periodically. Account Associates will perform predictive maintenance routinely or no later than each time a meter read is done on that machine. A customized monthly "Bill Back" report, (designed by input from the customers Accounts Payable department) will be provided and revised periodically as necessary. 4 %Pert Exhibit III EQUIPMENT 1 SOFTWARE LISTING AGREEMENT # < > The following Equipment and / or Software is installed under this Agreement at Customer's location: Equipment Model / Software Serial Number Status Description, Location 1090 Copier M08058622 Xerox Owned Police Records 5034 ZTAST Copier 79H025155 Xerox Owned City Manager 5320 ZTA Copier 1M1391510 Xerox Owned Personnel 5320 ZTA Copier 1M1390989 Xerox Owned Police Records 5322 ZTAS Copier 1M2011021 Xerox Owned Art Center 1090 Copier M08058622 Xerox Owned City Clerk 5052 Copier 15P335352 Xerox Owned Finance 5028 ZTA Copier 68H531015 Xerox Owned West Wing 5320 ZT Copier 1M7004690 Xeropx Owned Communications 5320 ZTA Copier 1M1390506 Xerox Owned Fire Station 3 5042 Copier 80U159584 Xerox Owned Library 5018 Copier 71P213207 Public Works (Customer Owned) 5320 Copier 1M1384271 Xerox Owned West Water Plant 5021 ZTA Copier 0MW042217 Xerox Owned East Water Plant 2510 Copier 64G019473 Utilities (Customer Owned) 5053 Copier 2Y5052590 Xerox Owned Utilities 496equip XEROX BUSINESS SERVICES DOCUMENT MANAGEMENT SERVICES AGREEMENT This Document Management Services Agreement ( "Agreement ") sets forth the terms and conditions upon w loch The City of Boynton Beach ( "Customer" or "You ") and Xerox Business Services ( "XBS ", "We ", or "Us "), a division of Xerox Corporation ( "Xerox "), have agreed for XBS to provide document management services ( "Services ") for you. 1 XBS will provide Services to you at the following location: The City of Boynton Beach 100 E. Boynton Beach Blvd. P.O. Box 310 Boynton Beach, Fl. 33425 Mr. Dale Sugerman (407) 375-6010 2. TERM The term of this Agreement will be the 6 month period from July 1, 1996 through December 31, 1996 If you and XBS mutually agree to begin Services partially and/or early, we will bill you on a pro rata basis, based on a 30-day billing month and the terms and conditions of this Agreement will apply. 3. PRICING Pricing for the Services provided under this Agreement is displayed in Exhibit I. Such pncmg is based upon information furnished by both parties that is believed to be accurate and complete. If such information should prove to be inaccurate or incomplete in any material respect, the parties will negotiate in good faith to make appropriate adjustments to the provisions, Services, or pncmg under this Agreement. 4. PERFORMANCE STANDARDS XBS will provide Services in accordance with the Performance Standards ( "Standards ") as mutually agreed to and set forth in Exhibit II to this Agreement. If you believe that we are not performing in compliance with the Standards, you will notify XBS in writing of the specific non - performance, and authorized representatives of both parties will meet to discuss these issues. We will then correct any non - performance within 30 days of notification from you, provided, however, if we fail to do so, you may terminate this Agreement without incurring Early Termination Charges. 5. SERVICES In performing Services under this Agreement: a. Personnel (i) We will provide sufficient XBS - trained personnel to perform the Services established pursuant to this Agreement and/or as set forth in the Performance Standards. XBS personnel performing Services under this Agreement will perform in a professional manner and will comply with all of your applicable security and safety regulations. You will provide copies, and any applicable updates, to us for communication to our personnel. • (iii) If you are dissatisfied with the performance of any XBS personnel, notify XBS of the specific deficiencies in writing, and we will address these non - performance issues within 5 days. If you remain dissatisfied with such performance after we have taken remedial action, we will remove such personnel and provide a replacement. If, in your judgment, you believe that the actions of such personnel warrants immediate action, you will contact XBS and provide the grounds for the request and XBS will act accordingly. (iv) XBS shall be deemed an independent contractor and shall not act as, or be your agent or employee. We will provide for and pay the compensation of XBS personnel and be responsible for payment of all taxes which an employer is required to pay relating to the employment of employees, including worker's compensation. You will not be liable to Xerox, or to any XBS personnel, for our failure to meet our compensation or tax obligations. We will indemnify, defend and hold you harmless from and against all such obligations and will comply with all associated government regulations, including the filing of all necessary reports and returns. b. Equipment/Software (i) We will provide and/or operate tlx Equipment/Software listed in Exhibit III, and we will keep the Equipment in good working order during the term of this Agreement. Unless otherwise stated in the Agreement, Equipment and Software provided under this Agreement are the property of XBS. During the term of this Agreement, XBS will have the risk of loss or damage to this XBS -owned Equipment and software, unless caused by your negligence or willful acts. (ii) If you are not totally satisfied with any Xerox Equipment installed at your location under this Agreement, at your request, we will replace it, without charge, with an identical model or a comparable machine with similar features and capabilities. This Guarantee will be effective for 3 years from the original Equipment delivery, unless this Agreement is for a longer period, in which event it will be effective during the entire term of the Agreement, but in no event longer than 5 years from the original Equipment delivery. This Guarantee applies only to Equipment which has been continuously maintained by Xerox or its authorized representatives , and is not applicable to Equipment damaged or destroyed due to an Act of God. c. Supplies/Materials Standard supplies, (toner, developer, fuser agent, and staples), required to make 8 1/2" x 11" imps for Services provided by XBS under this Agreement are included. White, 20# Bond paper and additional and/or non- standard supplies can be ordered and will be billed according to usage per then- current XBS supply prices. 6. BILLING AND PAYMENT a. Invoices are payable upon receipt. You shall pay to XBS all applicable state and local taxes. These taxes include, but are not limited to, sales and use, rental, excise, gross receipts, and occupational or privilege taxes. Exemption from tax payment will be allowed upon presentation of applicable state and/or local proof of exemption. You will not be responsible for any taxes based on Xerox net income. 7 CONFIDENTIAL INFORMATION While we are performing Services for you under this Agreement, we will not disclose your confidential business information which may become known to us while performing Services ( "Confidential Neither party may assign this Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, Xerox may assign any of the XBS -Owned Equipment without notice to or consent of Customer. If Xerox assigns any XBS- Owned Equipment, Xerox shall remain pnmanly obligated with respect to it and any claim or defense that Customer may have regarding it may only be asserted against Xerox, and not against any assignee. 12. GOVERNING LAW This Agreement will be governed by the laws of the state in which the Services are provided. This Agreement is the complete agreement between us and supersedes all prior written or oral agreements regarding the Services. In the event the parties want to make any changes, the Agreement will be amended in writing and signed by both parties. <Customer> Xeres Business Services Gerald Taylor dnl K/VC Name l8 PnnU / / Name rfre) //J Signature Signature /-1/. . Mayor L �L /'� ' � Tale �.v�� �� Tithe 6CP* Date Date DOCUMENT MANAGEMENT SERVICES AGREEMENT # < > THE DOCUMENT COMPANY XEROX Internal Memo To: From: Distribution Liz Parnes General Manager South Florida Operations/XBS (305) 818 -4319 -- 8'472 -4319 Subject: Date: Temporary Delegation of Authority September 13, 1996 I will be out of the office from September 16 - September24, 1996. Tom McCormick is hereby authorized to sign for me during my absence. This delegation of Authority is to be used within the limits specified in the Delegating Manager's Approval Authorization Form for Budget Center(s) S924, S760, S465, S703, S509, S574, S742, X254, X255, X379, X214, X697 -STR, X380, X381, X382, X383, X384, X385, X386 and X655(Puerto Rico), X542, X543, X544, X545, X546. ,7 17 Delegatee's Signature a ele+ : tor's signature DISTRIBUTION: A COPY OF THIS f:1EL10 flLST BE ATTACHED TO ANY DOCU1.1ENT SIGNED BY THE ALTERNATE. x The City of Boynton Beach c N TO City Clerk's Office , 0 - .2 100 E Boynton Beach Boulevard 0 "� m PO Box 310 r x' ; i s Boynton Beach, Flonda 33425 -0310 �/ j . ;',,. (561) 742 -6060 FAX (561) 742 -6090 September 30, 1999 ELIZABETH PARNES XEROX BUSINESS SERVICES 15150 NW 79 COURT MIAMI LAKES, FL 33016 RE; RESOLUTION #R99 -132 — EXTENSION AMENDMENTS #5 Dear Ms. Parnes: Attached please find a copy of the above mentioned resolution and the original amendment #5 to the Xerox Agreement. This was read and approved the City Commission meeting held on September 21, 1999. After it has been signed, please return a copy to me for our Central Files. Thank you. If you have any questions, please do not hesitate to contact me. Sincerely, CITY OF BOYNTON BEACH Sue Kruse, CMC /AAE City Clerk 4 /; 7"-------------n "An Equal Opportunit /Affirmative Action /ADA Employer" 09/16/1999 16:51 5517425011 3E �2 —/A2 fit \I tST • :- 1-UU 1 :41-19 KtKUX LUKt'UI(Ai tU!\- 5b1742b011 .ti 2' 1 XRROX BUSINFSS SEKVICE EXTENSION AMENDMENT N S Thr� f xtenbiun Amendment ("Amendment") sets Girth the terns arid (As tdItwns upon which City of Royntuit Bent.h ( "Client ") and Xerox Corporation ( "Xerox'•), acting through Xerox Rumness Services ( ' a business unit nt Xerox, have agreed for Xerox to continue to provide Services le Client under Agreement N 1311119. 1 Client and Xerox agree that the Agreement shall bo extended until (kanher 91, 1999 or until either p,rny gevea 30 days prior written notice to the other party that the Agreement will terminate, whichcvur comes lust. 2. All terms and cunditiirie of the Agreement shall remain in full force• and effecx during the extencron period or until the Agreement is terminated or renewed. 5xcept an epa;t:il ied herein, the Agreement shall remain as state) In the event art a conflict between the terms and conditions of the Agreement and this Amendment. the Amendment will control City er Ihtyntnn Newts (Cl rat) Xerox Curporetba GERALD BROENI G ' Nnin. (MGt%r� i NOM ("vim PNni) Swap. Swaim( MAYOR t:Qneras Winne! ._._. T✓l role Owe !Mk • AI VP �� �6 �D AST° FOR* CITY c.we:.,I CITY OF BOYNTON BEACH REQUEST FOR PUBLIC RECORD INFORMATION REQUEST SU- BMITTED BY: E NAME. ' 1�. � fie e.4# ADDRESS: PHONE. FAX. ( Above information is optional and not required from requesting person) INFORMATION REQUESTED: ORDINANCE # RESOLUTION # 97 - MEETING MINUTES Meeting & Date (entire set) Meeting & Date (excerpt only) Other . f ,' //, ..� V , _r .� " � r, µ — 4 2 4 27-1‘.2-e - . 1 -- 41 T 7 L C. .-'C ,, 4 ( NOTICE: You are not required to fill out this form. Office personnel are required to complete this form, if you choose not to. 1. You may inspect the requested records without charge unless the nature or volume requested requires intensive clerical or supervisory assistance in which case you will be advised of a special service charge. (Extensive defined as taking more than 15 minutes to locate, review for confidential information, copy and re -file the requested material) Department of Administration Hearing — FACC 12/97, Vol. XVII, NO. 3) 2. Plain paper copies shall be furnished upon payment of 15¢ if the paper is copied on one side and 200 if the paper is copied on both sides. 3. Copies of microfiche shall be furnished upon payment of 25¢ per page (a copy on one side of the paper only). 4. Certification of documentations shall be charged at $1.00 per document. 5. Used cassette tapes shall be furnished at a charge of $$1.00 each. Date of Request Signature of Requesting Party Date Completed By D partment Employee Forwarded to City Dept. with Date Returned to City Clerk Response Requested within 24 hours Mas \ shrdata \cc \wp \procedures\request for public record info doc RESOLUTION NO. R99 -/.& A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN EXTENSION OF THE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND XEROX BUSINESS SERVICES, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City currently has an agreement in effect with Xerox Business Services which is due to expire; and WHEREAS, the City's is currently in the process of reviewing the copying needs of the entire City; and WHEREAS, upon recommendation of staff, the City Commission has determined that it is in the best interests of the residents of the City to execute the above described Extension Amendment until October 31, 1999, or until either party gives 30 days prior written notice to terminate; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach, Florida • oes hereby authorize and direct the Mayor and City Clerk to execute an Extension mendment between the City of Boynton Beach and Xerox Business Services, attached hereto as Exhibit "A ". Section 2. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED this o 2/ day of September, 1999. XEROX BUSINESS SERVICES AMENDMENT # 3 This Amendment ( "Amendment ") revises the terms and conditions of Agreement # 1311119 existing between City of Boynton Beach ( "Client ") and Xerox Corporation ( "Xerox "), acting through Xerox Business Services ( "XBS "), a business unit of Xerox, as set torth below. All capitalized terms used herein shall have the same meaning as set forth in the Agreement. 1. The pricing tor the Services defined in this Amendment is as follows: Monthly Impressions Charge Per Amendment Minimum Included in Impression Period Charge Minimum Above Minimum 11/1/98 — 6/30/01 $716.00 0 $0.013 For DC220 2. The total pricing for a reduction in impressions for the Services provided under the Agreement, including as revised in this Amendment, is as follows: Monthly Impressions Charge Per Amendment Minimum Included in Impression Period Charge Minimum Above Minimum 11/1/98 — 8/31/99 $6,464.00 132,623 $0.0175 $0.71 For 2510 3. Except as specified in this Amendment, the Agreement shall remain as stated. In the event of a conflict between the terms and conditions of the Agreement and this Amendment, the Amendment will control. The parties, by their representatives signing below, agree with the terms of this Amendment and further certify that their respective signatories are duly authorized to execute this Amendment. City of Boynton Beach (Client) Xerox Bus' ess Services 1 l 1 {T, o Nanie (Please ri t) Name ( eas nn � �✓ " [ � 4a 74adi,;(1, II/ Signature /' /� Signature / r l ule Title 1 rico Date Date amend23 doc XEROX BUSINESS SERVICES AMENDMENT # 4 This Amendment ( "Amendment ") revises the terms and conditions of Agreement # 1311119 existing between City of Boynton Beach ( "Client ") and Xerox Corporation ( "Xerox "), acting through Xerox Business Services ( "XBS "), a business unit of Xerox, as shown below: 1. The following Equipment /Software ( "Configuration ") is added to the Agreement Equipment Model /Software Serial Number Status Description NPS4850 TBD XBS Owned 2. The term of this Amendment is November 1, 1998 through October 31, 2003. If the term of this Amendment extends beyond the expiration or termination of the Agreement: a. The terms and conditions of the Agreement, including revisions set forth herein, shall continue to be in full force and effect for the term of this Amendment. b. The pricing and ETC Base Amount for the Services provided under this Amendment shall be in full force and effect for the term of this Amendment. 3. PRICING a. The pricing for the Services provided under this Amendment is as follows: Monthly Impressions Charge Per Amendment Minimum Included in Impression Period Charge Minimum Above Minimum 11/1/98 to 10/31/03 $4,428.00 200,000 $0.0037 b. The total pricing for the Services provided under the Agreement, including as revised in this Amendment, is as follows: Monthly Impressions Charge Per Agreement Minimum Included in Impression Period Charge Minimum Above Minimum 11/1/98 to 8/31/99 $10,892.00 332,623 $0.0175 $0.71 for 2510 $0.013 for DC220 $0.0037 for NPS4850 9/1/99 to 8/31/00 $5,144.00 200,000 $0.013 for DC220 $0.0037 for NPS4850 9/1/00 to 6/30/01 $5,144.00 200,000 $0.013 for DC220 $0.0037 for NPS4850 7/1/01 to 10/31/03 $4,428.00 200,000 $0.0037 for NPS4850 dmanon23 doc 4. The provisions of paragraph 2.a. of Exhibit I to the Agreement shall not apply to the Equipment installed under this Amendment and is replaced as follows: a. If Client terminates this Amendment prior to its expiration, or if Xerox terminates this Amendment due to Client's material breach, provided that Xerox notifies Client in writing of Client's material breach and allow Client 30 days to correct it, Client agrees to pay Early Termination Charges (ETCs). Such ETCs shall be equal to the ETC Base Amount of $2,450 for the Services provided under this Amendment, times the number of months remaining in the term of the Amendment. The ETCs in this Amendment are in addition to any applicable ETCs in the Agreement. b. The parties may mutually agree to revisions under this Amendment, including but not limited to labor and supplies, and such revisions shall be at prices as mutually agreed by the parties. For removals or downgrades of XBS -owned Xerox equipment, Client shall pay ETCs equal to the ETC Base Amount for each unit of equipment removed or downgraded, times the number of months remaining in the Amendment. Except as specified in this Amendment, the Agreement shall remain in full force and effect. In the event of a conflict between the terms and conditions of the Agreement and this Amendment, the Amendment will control. City of Boynton Beach (Client) Xerox Corporation W; ifr d 401/d ki 0 eta- wo E_ 'Name (Ple se P ua Name (Please q AM 74-al --c) Z( Signature Signature c4 7,A 7m Ni Title Tale 71 -13 -4 4 ? l( I 57 re Date Date dmanon23.doc ?Tie City of Boynton Beach 100 E. Boynton Beach. Bout vanf / 0. _ w „,y P.O. Box310 4 . 03 Boynton Beach, Florida 33425 -0310 ' ' m City 9(afk (561) 375 -6000 4 7 FAX: (561) 375 -6090 CERTIFICATION I, SUZANNE M. KRUSE, CMC /AAE, City Clerk of the City of Boynton Beach, Florida, do hereby certify, that the attached three pages are true and correct copies of Amendment #3 and #4 revising the terms and conditions of Agreement #1311119 existing between City of Boynton Beach and Xerox as they appear in the records of the City of Boynton Beach, Florida, WITNESS, my hand and the corporate seal of the CITY OF BOYNTON BEACH, FLORIDA, this 18th day of November, 1998. �.. _ - -! SU . /ANNE M. KRUSE, C ' ' AAE CITY CLERK November 18, 1998 00111111/0/1/4 m U D = /920 ^-•••• •1.... M / 0F t i I America's Gateway to the Cjuffstream