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HomeMy WebLinkAbout12-057 - Xerox Corporation - Trial Use of 6 Copiers6 1. wa Customer: TUKWILA, CITY OF CITY OF TUKWILA ACCOUNTS PAYABLE 6200 SOUTHCENTER BLV TUKWILA, WA 98188 -2599 1, W7545P (WC7545P PHIN t rr -3 -hole Punch(fin -Ix) Office Finisher Lx Hi Cap Tandem Tray WS 350334 05/14)201212:58:22 Install: CITY OF TUKWILA GEORGE LONG SHOP S 14000 INTERURBAN AVE TUKWILA, WA 98168 -4723 xerox 12 -057 Council Approval N/A 30 days 5/25/2012 Confidential Copyright© 2008 XEROX CORPORATION, All rights reserved. Page 1 of 7 s Customer: TUKWILA, CITY OF CITY OF TUKWILA ACCOUNTS PAYABLE 6200 SOUTHCENTER BLV TUKWILA, WA 98188 -2599 Install: CITY OF TUKWILA PUBLIC WORKS FL 2 6200 SOUTHCENTER BLV TUKWILA, WA 98188 -2599 xerox is WS 350334 05/14/2012 12:58:22 Confidential Copyright© 2008 XEROX CORPORATION, All rights reserved. Page 2 of 7 -3 -hole Punch(fin -Ix) 30 days 5/25/2012 -Office Finisher Lx Hi Cap Tandem Tray Customer: TUKWILA, CITY OF CITY OF TUKWILA ACCOUNTS PAYABLE 6200 SOUTHCENTER BLV TUKWILA, WA 98188 -2599 Install: CITY OF TUKWILA POLICE DEPT FL 2 6300 SOUTHCENTER BLV TUKWILA, WA 98188 -2545 xerox WS 350334 05/14/2012 12:58:22 Confidential Copyright© 2008 XEROX CORPORATION, All rights reserved. Page 3 of 7 -a -nose runcn�tin -ix) 30 days 5/25/2012 -Office Finisher Lx Hi Cap Tandem Tray 11- M w o Customer. TUKWILA, CITY OF CITY OF TUKWILA Install: CITY OF TUKWILA ACCOUNTS PAYABLE COMMUNITY CENTER 6200 SOUTHCENTER BLV 12424 42ND AVE S TUKWILA, WA 98188 -2599 TUKWILA, WA 98168 -2526 WS 350334 05/14/201212:58:22 Confidential Copyright@ 2008 XEROX CORPORATION, All rights reserved. Page 4 of 7 -3 -hole Punch(fin -Ix) 30 days 5/25/2012 -Office Finisher Lx Hi Cap Tandem Tray Customer: TUKWILA, CITY OF CITY OF TUKWILA ACCOUNTS PAYABLE 6200 SOUTHCENTER BLV TUKWILA, WA 98188 -2599 Install: CITY OF TUKWILA PUBLIC WORKS FL 1 6200 SOUTHCENTER BLV TUKWILA, WA 98188 -2599 xerox j WS 350334 05/14/201212:58:22 Confidential Copyright@ 2008 XEROX CORPORATION, All rights reserved. Page 5 of 7 -3 -hole Punch(fin -Ix} 30 days 5/25/2012 -Office Finisher Lx Hi Cap Tandem Tray Customer: TUKWILA, CITY OF CITY OF TUKWILA ACCOUNTS PAYABLE 6200 SOUTHCENTER BLV TUKWILA, WA 98188 -2599 install: CITY OF TUKWILA POLICE DEPT FL 1 6300 SOUTHCENTER BLV TUKWILA, WA 98188 -2545 WS 350334 05/14/2012 12:58:22 Confidential Copyright© 2008 XEROX CORPORATION, All rights reserved. Page 6 of 7 a -nura rurwigniMx) 3u days 5/25/2012 -Office Finisher Lx Hi Cap Tandem Tray 2 1. DEMONSTRATION PRODUCTS. "Products" means the equipment (the "Equipment software, and supplies identified in this Agreement. Xerox will deliver and install the Products for demonstration purposes pursuant to the following terms. 2. USE MAINTENANCE. You will use the Products during the "Demonstration Period" in your business to determine whether you wish to acquire them from Xerox. Xerox will maintain the Products during the Demonstration Period under its standard maintenance terms at no charge to you. Unless Xerox is delivering Equipment that was "Previously Installed Equipment will be: (a) "Newly Manufactured which may contain some reconditioned components; (b) "Factory Produced New Model which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains new and reconditioned components; or (c) "Remanufactured which has been factory produced following disassembly to a Xerox predetermined standard and contains new and reconditioned components. 3. SUPPLIES. Xerox will provide an initial inventory of supplies forthe Products, and you will pay Xerox for these supplies if you acquire the Products. You will purchase from Xerox all additional supplies you require during the Demonstration Period. 4. TITLE, SOFTWARE LICENSE, RISK OF LOSS CREDIT REPORTS. Title to and all intellectual property rights in the Products, including any software and associated documentation "Software will reside solely with Xerox and/or its licensors (who will be considered third party beneficiaries of this Section). Xerox grants you a non- exclusive, non transferable license to use Software during the Demonstration Period solely in conjunction with the Equipment with or for which it is delivered. You may not: (a) distribute, modify, create derivatives of, decompile, or reverse engineer Software; (b) activate Software delivered in an unactivated state; or (c) allow others to engage in same. Software may contain code capable of automatically disabling the Products. Disabling code may be activated if: (x) Xerox is denied access to periodically reset such code; (y) you are notified of a default under this Agreement; or (z) your license is terminated or expires. Risk of loss for the Products passes to you upon delivery and remains with you until Xerox removes the Products. The Equipment will remain personal property, and you will not attach it as a fixture to any real estate or make any permanent alterations to it. You will not pledge, sub -lease or part with possession of the Equipment, or file or permit to be filed any lien against it. You authorize Xerox to obtain credit reports from commercial credit reporting agencies. 5. DELIVERY REMOVAL CHARGES. Xerox will be responsible for all standarc delivery and removal charges, and you will be responsible for any non standard deliver. xerox il or removal charges. 6. TERMINATION OR EXPIRATION. Either party may terminate this Agreement at any time by giving notice to the other party. After this Agreement is terminated or expires, you will either (a) enter into a separate agreement with Xerox to acquire the Products "AS IS, WHERE IS or (b) make the Products available for removal when requested to do so by Xerox, and the Equipment must be in the same condition as when delivered, reasonable wear and tear excepted. If you fail to do (a) or (b) above, Xerox may, in addition to its other remedies, invoice you for the commercial list price and all applicable taxes for the Products and supplies provided by Xerox, and you will pay such invoice within 15 days after receipt of invoice. Upon receipt by Xerox of payment in full, title to the Equipment will pass to you "AS IS, WHERE IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, and any Software will be licensed to you under Xerox's then current standard license terms and conditions. You will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce this Agreement. 7. MISCELLANEOUS. This Agreement constitutes the entire agreement as to its subject matter, supersedes all prior oral and written agreements, and will be governed by the laws of the State of- without regard to conflict -of -law principles). In any action t to enforce this Agreement, the parties agree (i) to the jurisdiction and venue of the federal and state courts in and (ii) to waive their right to a jury /trial. The failure by either party to exercise any right or remedy will not constitute a waiver of such right or remedy. If a court finds any term of this Agreement unenforceable, the remaining terms will remain in effect. Xerox will not be liable to you for any direct damages in excess of $10,000, and neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory. Each party may retain a reproduction (e.g., electronic image, photocopy, or facsimile) of this Agreement which will be considered an original and admissible in any action to enforce this Agreement. You authorize Xerox or its agents to communicate with you by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phone number (including cellular) or electronic address you provide to Xerox. The individuals signing this Agreement are duly authorized to do so. Xerox may accept this Agreement either by its p signature or by commencing performance (e.g., Equipment delivery). All changes to this Agreement must in writing and signed by both parties. Any terms on your ordering documents will be of no force or effect. You may not assign this Agreement without Xerox's prior written consent. t„ I WS 350334 05/14/201212:58:22 Confidential Copyright© 2008 XEROX CORPORATION, All rights reserved. Page 7 of 7 Craig Zellerhoff From: Peggy McCarthy Sent: Thursday, May 24, 2012 10:42 AM To: Craig Zellerhoff Subject: RE: FW: Xerox Copier Trial Contract Review Craig: It looks like the only change to the contract is the location of venue for legal action, If New York is replaced. with Washington, then the contract should be ready to sign. Please ask Christy about protocol regarding using the revised contract for the COW meeting /consent agenda. Thanks, Peggy Original Message---- From: Craig Zellerhoff Sent: Thursday, May 24, 2012 10:29 AM To: Peggy McCarthy Subject: FW: FW: Xerox Copier Trial Contract Review Peggy, Below is the response from the Attorney's along with a response from Xerox. The trial copiers are to help smooth the transition upon starting the Managed Print Services contract for billing purposes. The trial copiers will require a lease /purchase decision by July 1st which will allow the City to include copiers and MPS billed on one invoice. By having the trial copiers arrive in two weeks it will allow the City to coordinate removal of currently leased copiers without an interruption in service to the departments. Let me know if you have questions. Craig Original Message---- From: Salzberg, Sally mailto :Sally.Salzberg @xerox.comj Sent: Thursday, May 24, 2012 9:25 AM To: Craig Zellerhoff Cc: Art.Aslanian @xerox.com; Kolterman, Scott S Subject: RE: FW: Xerox Copier Trial Contract Review Craig Please see my notes below. Thanks. Sally Salzberg Sally Salzberg Xerox Corporation C: 360.918.1060 0: 206.241.1275 F: 800.380,7129 Xerox Service: 800.821.2797 Xerox Supplies: 800.599.2198 Original Message---- From: Craig Zellerhoff mailto: Craig.Zellerhoff @TukwilaWA.gov] Sent: Thursday, May 24, 2012 8:18 AM To: Salzberg, Sally Subject: FW: FW: Xerox Copier Trial Contract Review Sally, Below is the trail contract feedback from our attorneys. Please let me know how you would like to proceed. Craig Original Message---- From: ANN MARIE SOTO [mailto:ANNMARIE @kenyondisend.com] Sent: Wednesday, May 23, 2012 3:11 PM To: Craig Zellerhoff Cc: KATHY SWOYER Subject: Re: FW: Xerox Copier Trial Contract Review Hi Craig, Rachel asked me to review this contract for you since I reviewed the Managed Print Services agreement last month. This contract is pretty standard. My only concerns are the following: First, the contract is for the use of the products during the "demonstration period," at the end of which the City must decide whether to acquire these products. There is no provision that discusses how the City notifies Xerox of whether it desires to acquire the products. At the end of the 30 days does Xerox come and take away the copiers if the City does not indicate it wants to keep them? Does the City have to notify Xerox within so many days of the end of the 30 days that it wants the products? This should be clarified. [Salzberg, Sally] Typically, we are monitoring the trials quite closely, so the customer generally initially communicates acceptance or not verbally. Some customers choose to put it in writing, based on their internal policies. At the end of the trial period, Xerox will coordinate with the City should it be determined to not move forward with the acquisition. In the case of the City of Tukwila, we are offering multiple units to accommodate the City's immediate needs during this transition period. Next, Paragraph 6 provides for termination at any time with notice. Is this written notice or oral notice? How many days before termination is effective? Does the agreement expire on the 31st day? This should be clarified. [Salzberg, Sally] As agreed, we are offering the trial equipment during a transition period; if the order process is not ready on the 31st day, we will continue to support the City. Art, Scott, and I can support this effort for no more than 45 days. Finally, just as in the Managed Print Services agreement, this contract provides for venue and choice of law in New York and no right to a jury trial. This would mean if there is any dispute arising from the agreement, the City would be governed by New York law and submit to jurisdiction in a New York court. I pointed this out in the review of the MPS agreement and I am not sure if the parties agreed to change this section. If the venue /choice of law was changed in the MPS agreement to Washington, it should be changed in this contract as well. [Salzberg, Sally] Please cross out New York, indicate Washington, initial and date this verbiage. As always, please let me know if you have any additional questions or concerns. Please do not hesitate to contact me directly. Thank you. Ann Marie Soto Kenyon Disend, PLLC The Municipal Law Firm 11 Front Street South Issaquah, WA 98027 -3820 Tel: (425) 392 -7090 ext. 2205 Fax: (425) 392 -7071 annmarie @kenyondisend.com www.kenyondisend.com Rachel Turpin <Rachel.Turpin @TukwilaWA.gov> 5/21/2012 3:01 PM From: Craig Zellerhoff Sent: Monday, May 21, 2012 3:01:35 PM (UTC- 08:00) Pacific Time (US Canada) To: Rachel Turpin Subject: Xerox Copier Trial Contract Review Rachel, Would you mind reviewing the last page of the attached contract? Some of our machines are on their last legs and therefore Xerox is allowing us to use 6 machines for 1 month until the Managed Print Services contract is in place. Thank you, Craig From: Salzberg, Sally mailto :Sally.Salzberg @xerox.com] Sent: Monday, May 14, 2012 10:04 AM To: Craig Zellerhoff Cc: Kolterman, Scott S Subject: Trial Order Paperwork Good Morning, Craig. Attached is the trial order paperwork for the six units we discussed last week. Please review the attached, sign the signature page, and scan back to me at your earliest convenience so that the order can be submitted. Please let me know if you have any questions. Thanks. Sally Salzberg Sally Salzberg Xerox Corporation C: 360.918.1060 0: 206.241.1275 F: 800.380.7129 Xerox Service: 800.821.2797 Xerox Supplies: 800.599.2198 This message has been scanned for malware by SurfControl plc. www.surfcontrol.com