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R96-123RESOLUTION NO. R96-/.~..~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A DOCUMENT MANAGEMENT SERVICES AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND XEROX BUSINESS SERVICES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach currently has a variety of separate leases with Xerox Corporation for 16 office copiers stationed throughout the City; and WHEREAS, staff has successfully negotiated with Xerox a consolidation of all of the copiers under one lease, as well as supplying the City with all of our copier consumables at a savings to the City; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. Each Whereas clause set forth above is true and correct and incorporated herein by this reference. Section 2. The City Commission of the City of Boynton Beach, Florida does hereby authorize the Mayor and City Clerk to execute a Document Management Services Agreement between the City of Boynton Beach and Xerox Business Services, a copy of said Agreement being attached hereto as Exhibit 'W'. Section 3. passage. That this Resolution shall become effective immediately upon PASSED AND ADOPTED this ~,d day of August, 1996. CITY OF BOYNTON BEACH, FLORIDA Mayor ATTEST: ierk Commissioner Commissioner //~ Commissioner XEROX BUSINESS SERVICES DOCUMENT MANAGEMENT SERVICES AGREEMENT This Document Management Services Agreement CAgreement") sets forth the terms and conditions upon which The City of Boynton Beach ("Customer" or "You") and Xerox Business Services CXBS", '"We", or "Us"), a division of Xerox Corporation ("Xerox"), have agreed for XBS to provide document management services ("Services") for you. XBS will provide Services to you at the following location: The City of Boynton Beach 100 E. Bo~°n Beach Blvd. P.(~, Box 310 Boynton Beach, Fl. 33425 Mr. Dale Sugerman (407) 375-6010 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. PRICING Pricing for the~S~rvices 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. 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. ff you believe that we axe not performing m compliance with the Standards, you will notify XBS in writing of the specific non-performance, and authorized r~~ves 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 terminato _this Agreement without incurring Early Termination Charges. 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 speeil deficiencies in writing, and we will address these non-performance issues within 5 days. If y remain dissatisfied with sUch performance after we have taken remedial action, we will rem°~/~ such personnel and replacement. If, in your judgment, you believe that the actions of contact XBS and provide:the grounds for the (iv) XBS shall be agent or responsible and :1 to any XBS defend all associated b. Equipment/SoRware (i) We will provide and/or operate the EquipmenffSofavare 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) r Xerox Equipment installed at your location under ~ without charge, with an identical model orL .... comparable machine with similar features and capabilities. This Guarantee will be effective for 3 years ~ unless this Agreement is for a longer period, in which in no event longer than 5 which has or its ,' applicable to c. Supplies/Materials Standard supplies, (toner, developer, fuser agent, and staples); required to make 8 1/2" x 11" impressions for Service~ 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 ~ ~S supply prices. 6. BILLING AND PAYMENT 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. CONFIDENTIAL INFORMATION ~ While we are perfo~ Services for you under this Agreement, we will not disclose your confident business information which may become known to us while performing Services ("Confident~ Information"). We will instruct XBS personnel providing Services that they shall not remove any of your document~ or your other materials and that they shall not disclose any Confidential Information to any persons otl~:~ 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 ot~ or subsequent to the date of disclosure to us through no fault of ours, (ii) was rightfully monr possession free of any 9bligation of confidentiality, or (iii) was developed by Xerox employees or agents independently of and without reference to any of your Confidential Information. 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. o 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 pan'y or third parties, and/or (ii) death or m~ul3t to any person, then such party shall indenmify, defend and hold the other party harmless from and against any and all claims, including reasonable attorneys ces and expenses, which are brought as a result, provided that the party to be indemnified gives the indemnifying party reasonable notice and the oppommity to defend. 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 at your direction under this Agreement, you agree to indemnify, defend at your harmless, provided we give you timely notice and cooperate with you in the defense. 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 In the event of any dispute between us regarding performance under this Agreement, and prior to the eo~ of any formal proceeclhn~, the parties will attempt in good faith to reach a negotiated resolufiz~ 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. bo 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 Neither party may assign this Agreement or its obligations hereunder without the prior written consent the other pa~y, which consent shall not be unreasonably withheld; provided, however, Xerox may any of the XBS-Owned Equipment without notice to or consent of Customer. ff Xerox assigns any Owned t claim or defense that 12. GOVE~G 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 regarding the Services. In the event the parties want to make writing and signed by both parties. <Customer> Xerox Business Services or oral agreements will be amended in Name (Please Print) Name (Please Pr~nO S~gnamre Signature Title Title Date Date - ' DOCUMENT MANAGEMENT SERVICES AGREEMENT, # < > PRICING AGREEMENT # < > Exhibit I Page 1 of 3 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 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 retir~ 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 applicabl~ 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 cr~lit, then you will receive the remaining balance of the trade-in credits on the final invoice following termination. 469std Exhibit I eo PRICING The specific Buyout Equipment 1s: Equipment Serial Number 1090 M08058622 5034 79H025155 5320 1M1391510 5320 1M1390989 5322 1M2011021 1090 M08061131 5042 80U159584 5320 ~ 1M1384271 Page 2 o 469std 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 = $34A0 per carton b. Customer may purchase application throughput and/or specialty papers at then-current XBS prices. c. Either party may terminate the paper portion of this Agreement at any time. 4. As a special provision, XB$ 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 per hour for weekends and holidays for on site doc, urnent 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 PERFORMANCE STANDARDS Exhibit II 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 B~ynton 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 PR6DUCTION 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 m~r 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. 496perf EQUIPMENT,/SOFTWARE LISTING AGREEMENT # < > Exhibit The following Equipment and/or Software is installed location: Equipment Model/Software Serial Number 1090 Copier 5034 ZTAST Copier 5320 ZTA Copier 5320 ZTA Copier 5322 ZTAS Copier 1090 Copier 5052 Copier 5028 ZTA Copier 5320 ZT Copier 5320.ZTA Copier 5042 Copier 5018 Copier 5320 Copier 5021 ZTA Copier 2510 Copier 5053 Copier d M08058622 79H025155 1M1391510 1M1390989 1M2011021 M08058622 15P335352 68H53_1015 1M7004690 1M1390506 80U159584 71P213207 1M1384271 0MW042217 64G019473 2Y5052590 under this Agreement at Customer's Status Descriptione Location Police Records City Manager Personnel police Records Art Center City Clerk Finance West Wing Communications Fire Station 3 Public Works West Water Plant East Water Plant Utilities Utilities 496equip Xerox Business Services 15150 Northwest 79 court Miami Lakes, FL 33016 THE DOCUMENT COMPANY XI=EOX August 13, 1996 Mr. Dale Sugerman City of Boynton Beach 100 E Boynton Beach Blvd. Boynton Beach, F1 33425 Dear Mr. Sugerman: As discussed last week during the Boynton Beach implementation meeting, Xerox will issue a credit for all Xerox supplies owned by The City of Boynton Beach as of September 1, 1996. This credit will apply only to supplies excluding non-Xerox paper still in unopened cartons bought through t~he~ Xerox Supply Center for the equipment included in the contract. An inventory of all on-hand supplies will be done prior to the contract implementation. The credit could be sent to you in the form of a check or be applied to any outstanding Xerox invoices. I want to thank you again for the opportunity to meet with you and your staff last week'to share our implementation plan. Il'you have any questions, please do not hesitate to call me. Sincerely,.~_,,__ ~'X~,~. ~~_. _ David A. Hot, ness Xerox Business Services