HomeMy WebLinkAboutResolution No. 5219RESOLUTION NO. 5219
A RESOLUTION AUTHORIZING THE SIGNING
OF A LEASE OR AGREEMENT
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL HEREBY RESOLVES as follows:
The MAYOR and CITY CLERK are authorized to execute, on behalf
of the City of San Rafael a lease or agreement with
XEROX COMPUTER SERVICES
A copy of which is hereby attached and by this reference made a part
hereof.
I, MARION A. GRADY, City Clerk of the City of San Rafael, hereby
certify that the foregoing resolution was duly and regularly introduced
and adopted at a regular meeting of the City Council of said
City held on Monday the 15th _ day of November
19 76 , by the following vote, to wit:
AYES: COUNCILMEN: Miskimen, Mulryan, Nixon and Mayor Bettini
NOES: COUNCILMEN: None
ABSENT: COUNCILMEN: Jensen
MARION A. GRADY -City Clerk
OR�rl�d�l
GgmP4tgr Services
,6310 �eethovan Street
L05 Aggelps,California 90066 AGREEMENT NUMBER
INTERACTIVE ACCOUNTING SYSTEM SERVICES AGREEMENT
Xerox Corporation, acting through its Xerox Computer Services Unit (hereinafter referred to as "Xerox"), agrees to provide to:
Name ("Customer") CITY OF SAN RAFAEL
Street Address 1400 Fifth Avenue
City, State, zip San Rafael California 94902
and Customer agrees to purchase from Xerox, Interactive Accounting System Services ("Services") on the terms and conditions set forth below.
The periricas shall commence on the date of execution by .both parties and shall continue for the Duration of Agreement set forth below.
Dustomer shall pay Xerox for the Services in accordance with the Schedule of Services and Qharges attached to and hereby made a part of this
Agreement, as may be amended from time to time in accordance with Paragraph 2 hereof.
TERMS AND CONDITIONS
1. DURATION OF AGREEMENT.
1.1 This Agreement shall become effective when signed by Xerox
and Customer, and shall continue in effect for one year following
execution by both parties and shall continue thereafter until terminated by
either Customer or Xerox upon not less than ninety (90) days' prior
written notice to the other,
2. BILLING AND CHARGES.
2.1 Charges for System Conversion, Custorner Training, and for.the
Services, as defined in the applicable Schedulg of Services and Charges,
incorporated by this reference herein, shall iie I:; lied monthly as per-
formed, commencing thirty (30) days after', the commencement date,
which is defined as the date Customer sigrss this Agreemegt, and shall' be
paid for by Customer in accordance with the invoice terms.
2.2 The charges set forth in the attached Schedule of Services and
Charges, irrespective of the publication by Xerox of new Schedules of
Services and Charges, shall not be changed during the one-year period
immediately following date of execution by both parties, unless otherwise
mutually agreed. Thereafter, such charges are subject to change by Xerox
upon ninety (90) days' prior written notice to Customer. Customer may
terminate this Agreement as of such ninetieth (90th) day by giving Xerox
written notice of termination, not later than the sixtieth (60th) day
following delivery of such written change notice.
2.3 Ancillary services and supplies are set forth in a separate price
list which will be supplied at Customer's request. Payment for items on the
Ancillary Price Lift are due upon receipt of invoice, and items contained
therein are subject to price revision upon thirty (30) days' written notice,
irrespective of any other provision of this Agreement.
3. RIGHTS TO AND PROTECTION OF DATA.
3.1 All Customer -furnished data shall be the sole property of
Customer. In the event this Agreement is terminated, Xerox shall return
Customer's data in machine-readable form within three (3) business days
following the' termination cpte; Xerox' obligation to return Customer's
data is condi6oneo upon the simultaneous return to Xerox by Customer of
any terminalis and other related equipment, all Xerox information and the
"Package" hereinafter defined. Customer shall pay Xerox for providing
these data -at Xerox' published rates in effect at the time of termination.
Xerox shall treat Customer's data as confidential and shall safeguard it to
the sarge.extent it safeguards its own confidential data.
3.2 The computer programs, documentation, procedures, instruc-
tions, and Xerox Application Reference Manuals used by Xerox in
Providing the Services to Customer (collectively defined as the "Package"),
are the sole and exclusive property of Xerox and Customer shall have no
rights thereto, louring the rendering of the Services, Customer will acquire
soap unders!anrling of the Package, and certain of the instructional
. iatergi ^ u0e:' -^ the Package will qa prpvided Customer. All of the
;nrormation anq documents encgmpassed iri the Packagg are the
proprietary property of Xerox and constitute trade secrets and confidential
information of Xerox. Customer agrees, during the term of this Agreement
and thereafter, not to make such information or documents available in
any form to any person.other than those employees of Customer to whom
disclosure is necessary for Customer to utilize the Services. All cgpies of
such information and the Package shall be returned by Customer to Xerox
within three:;(3).4usiness,4ays following termination of this Agreement or
rrgitliediately'upon qtly cgfault hereunder by Customer.
3.3 XCROX.SHALL BE LIABLE FOR THE LOSS OR DESTRUC-
T40N OF CUSTOMER'S DATA IF SUCH LOSS OR DESTRUCTION
WAS THE FAULT OF XEROX' EMPLOYEES OR AGENTS. SUCH
LIABILITY .IS 'SPECIFICALLY LIMITED TO XEROX PROVIDING
'CUSTOMER, AT NO CHARGE TO CUSTOMER, WITH A RECON-
STRUCTED DATA FILE COMPRISED OF THE MOST CURRENTLY
AVAILABLE INFORMATION AND WITH SUCH MACHINE PRO-
CESSING TIME AS IS NECESSARY TO BRING CUSTOMER'S DATA
FROM THE POINT OF RECONSTRUCTION TO CURRENT STATUS.
4. WARRANTIES.
4.f Xerox warrants that the Services will, upon completion of
installation, contain the capabilities described in the appropriate current
Xerox Application Reference Manual(s)-
•
IN NO EVENT SHALL XEROX' TOTAL LIABILITY, WHETHER FOR
BREACH OF WARRANTY, TERMINATION OF SERVICES, OR
OTHERWISE ARISING OUT OF OR BY VIRTUE OF THIS AGREE-
MENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY
CUSTOMER TO XEROX FOR THE THREE (3) MONTHS IMMEDI-
ATELY PRECEDING NOTIFICATION OF BREACH. XEROX SHALL
NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER UNLESS
CUSTOMER PRESENTS A WRITTEN CLAIM THEREFOR TO XEROX
WITHIN THIRTY (30) DAYS AFTER THE DATE OF THE ALLEGED
BREACH SPECIFYING THE NATURE OF THE BREACH AND
FURNISHING TO XEROX DOCUMENTATION SUPPORTING SUCH
CLAIM; OTHERWISE, SERVICES SHALL BE DEEMED ACCEPTABLE
EXCEPT A$ EXPRESSLY PROVIDED FOR HEREIN, XEROX MAKES
NO WARRANTY, EXPRPS$ OR IMPLIED, RESPECTING THE
SERVICES, INCLUDING BUT NOT LIMITED TO THC IMPLIED
IARRANTIES OR MERCHANTABILITY OF THE SERVICES OR THE
FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE. WITH-
OUT DEROGATING FROM THS FQREGOING, XEROX SHALL NOT
BE LIABLE FOR INTERRUPTIONS IN OR FAILURE OF SERVICES
RESULTING; DIRECTLY OR INDIRECTLY FROM CAUSES BEYOND
THE REASONABLE CONTROL OF XEROX INCLUDING BUT NOT
LIMITED TO GOVERNMENTAL OR 'ADMINISTRATIVE ACTS OR.
CAUSE$ ATTRIBUTABLE TO OPERATION OF LAW.
4.2 CUSTOMER WARRANTS THAT IT ACQUIRE; THE
SERVICES FOR ITS USE ALONE AND NOT FC Q N: ^.-F
HIRING THE SCRVICES TO.OTHERS
4.3 CUSTOMER ASSUMES FULL RESPONSIBILITY FOR (A)
THE CORRECTNESS OF DATA INPUT. (B) MONITORING OUTPUT
TO INSURE CORRECTNESS, AND (C) ANY ACTIONS TAKEN BY
CUSTOMER OR OTHERS BASED UPON THE SERVICES -
4.4 IN NO EVENT SHALL XEROX BE LIABLE FOH INCI.
DENTAL OR CONSEQUENTIAL DAMAGES HEREUNDER
6. MOpIFICATIONS.
5.1 In order to maintain and improve efficiency and quality of the
Services, Xerox reserves the right to make modifications to the Package
u;ed to provide the Services. Xerox will provide Customer with corres-
ponding revisions to Xerox Application Reference Manuals to describe
such modifications at no charge to Customer.
6. EVENTS OF QEFAULT.
61 If at any time during the term of this Agreement, Customer
shall make an assignmept for the benefit of creditors or shall become
insolvent, br if a receiver or trustee of substantially all of Customer's
property shall be appointed, or it the Customer (where it is a corporation)
shall terminate its existence, or if a petition is filed by or against Customer
pursuant to any provisions of the U. S. Bankruptcy Act, as amended, for
the purpose of adjudicating Customer bankrupt or for reorganization of
Customer or for the purpose of effecting an arrangement or accommo-
dation with Customer's creditors, then in each and every such case this
Agreement and any extension or modification thereof shall terminate
immediately upon delivery of written notice from Xerox to Customer,
If Customer fails to pay in accordance with the provisions hereof or
perform any other of its obligations hereunder for a period of five (5) days
after delivery of written notice of such failure Xerox may declare
Customer in default and at the option of Xerox, Xerox may terminate its
obligations to Customer under this Agreement and declare all of the
indebtedness of Customer incurred pursuant to this Agreement immedi-
ately due and payable without demand, presentation or further notice
7. GENERAL.
7.1 ASSIGNMENT.
(a) The rights, liabilities and obligations of Customer may
not be assigned or transferred whether voluntarily or by operation of
law without the prior wniten consent of Xerox.
(b) The rights, liabilities and obligations of Xerox may not
be assigned or transferred except to do affiliate or whotly owned
subsidiary or by operation of law in the case of merger or
consolidation, without the pnur written consent of Customer- For
the purposes of this paragraph, "affiliate" is defined as a company,
the controlling interest in which is owned by Xerox.
(c) Phis Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, executors, administrators,
successors and assigns, as limited by Paragraphs 7 1 (a) and (b) hereof.
7.2 GOVERNING LAW. The parties hereby agree that this
Agreement has been executed and delivered in the State of California and
shall be construed, enforced and governed by the laws thereof.
7.3 SEVERABILITY. In the event that any provision in this
Agreement shall be held invalid or unenforceable, such provision shall be
severable Crum and such invalidity or unenforceability shall not be
construed to have any effect on the remaining provisions of this
Agreement,
7.4 CAPTIONS the title or headings of the various paragraphs
hereof are Intended solely for convenience of reference and are not
intended and shall not br :teemed for any purpose whatever to modify or
explain• or place any construction upon any of the provisions of this
Agreement.
7.5 AMENDMENT OR MODIFICATION. The parties hereto may
amend or modify this Agreement only by a written instrumgnt executed
by only authorized representatives of Xerox and Customer.
7.6 NUMBER. Throughout this Agreement, wherever the context
so requires, the singular shall include the plural, and the masculine gender
shall include the ferTunine and neuter genders, and vice versa -
7.7 NOTICES. Any notice or demand given pursuant to, in
connection with, required or permitted by the Agreement shall be in
writing and shall be deemed effective and delivered upon being deposited
in the United States mail, postage prepaid, and addressed as to each party
in the following manner -
TO' XEROX COMPUTER SERVICES
5310 Beethoven Street
Lps Angeles, California 90066
Attention: Manager, Marketing Sery-ces
TO: CUSTOMER
Attention:
Any party may change the address to which such notices are to be
addressed by giving the other party notice in the manner set forth herein
7.8 ENTIRE AGREEMENT This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter
hereof which may have been or may be entered into between the parties
hereto, with the- sole exception of those certain instances in which the
parties sign a Confidential Property and Infoimauo:n Agreement and
Nondisclosure Agreement, Terminal Lease Agreement andror Terminal
Purchase Agreement, this Agreement supersedes all p, o= &-d contem-
poraneous agreements and understandings of the part•,a •.nnrj thele are no
warranties, representations or other agreements betwe.ttl th- 'parties in
connection with the subject matter hereof except j., specrfiCiYi% ger forth
or referred to herein No waiver ofTiny of the provtsionv or th,z Agreement
shall be deemed or shall constitute a waiver of any nthei piuos ur• neieof
(whether or not similar) nor shall such waiver wns• itite d •orr,nuing
waiver. To the extent any purchase order or other docuinew . ,.n • ed nv
Customer is inconsistent with this Agreement, the teens of :It A- tiemect
shall control.
IN WITNESS WHEREOF, the parties hereto have causer) i, , 40"". ment ttr
be executed this 22nd day of —November _ 76_
CUSTOME&�
By
Name and Title �'' PAUL��, Mayor
XEROX CORPORATION
XEROX COMPUTER SERVICES
By
NameandTitle William 1'' cKlssock
Wle.stexn Regional Manager
Xerox Computer Services
5310 Beelii—, ,t i
Los Anyela;, ( , � n., a )out,
AGRLLMENINUMBER
SCHEDULE OF SERVICES AND CHARGES
A. SYSTEM CONVERSION AND TRAINING
Inlirtlr:i 1,,f, t.,•.,nler tr, utrlrLe tete lotindciive Accounting System (IAS) Services, it will be necessary to convect Customer'sexntiny uitorniatiun system
IL
tht• 5,t V L'': illi„ri G: loinei's sulnuiy the Interactive Accounting System Services Agreement, to which this Schedule is attached, Xerox Computer
Services (It,•u oll-•t ::tvrred to as 'Xerox') will assign personnel to assist Customer's staff In the conversion of Customer's existing system Xerox personnel
will 1 ) Aid fit i.fi v� i filly Customer's systain 2) Train Customer's personnel in the use of the Services
For an etfet.liv.• i unversion of Customer's existing information system to the Services, the full cooperation and assistance of Customer's employees will be
necessary. Ai y •inwifoiniatiDn with respect to Customer's methud of doing business, accounting system, or other relevant information, may affect the
SefVICaS w UCC Cusuinv•r receives, and shall be the responsibility of Customer,
B. TERMINALS AND COMMUNICATIONS EQUIPMENT
Peru. u, ui at the time of conversion of Customer's information system, Xerox shall consult with Customer with respect to the terminal and
comrnumr,ui ,. erµupmem which will be needed to provide the Services. Customer shall then, at his expense, have installed such terminal and
curnntunic.wons equipment, satisfactory to Xerox, as is necessary to connect Customer's terminal(s) to the Xerox -manufactured communications
cuntiullei ill tha Xerox Center. Customer shall pay all charges connected with the continued use of the terminal(sl and communications equipment,
mclud wg file cost of the moderns at Xerox. Customer has the option of: (a) entering Into a Xerox terminal lease andlor purchase agreement and asking
Xe,r,. to mstail such terinmal equipment, or (b) obtaining terminal equipment from vendors approved by Xerox
C MONTHLY PrtOCESSING CHARGES
I Gi:nei.ti
Gusronev will update his information base fit the Xerox computer through his terminal(s) situated in such locations as he has selected Output shall be
Ill I,iniu:d fulfil and may be produced in the Xerox Center or on Customer's terminal(s). Unless Customer indicates otherwise reports produced at the
Xi -r,,, Centra will be printed on Xerox standard report paper. Any individualized forms which Customer wishes utilized must be furnished by
Cu,16i1101 of Ills exliense and must be approved by Xerox,
2 imph•nuentution Period
rhe Itnplenit-motion Period begins at the Commencement Date and continues for One Hundred Eighty (180) consecutive calendar days. During this
Peiiud. charges for the i fight to use the standard IAS applications, and the foregoing standard Systems Conversion Assistance, Customer Training and
Setninais will be as fultows.
An Implementation Fee will be charged at a rate of 3.5% of estimated monthly processing charges per day, beginning Thirty (30) days after the start
of the Implemwitation Period and continuing until the end of that Period. The Implementation Fee will be invoiced monthly to reflect that portion of
the Implementation Fee attributed to that billing month.
Processing charge; cunsrst of charges for accounts on file (for Service Billing only), transaction codes, print lines, data storage, data access units, and
hale char yes, and only those items. The estimated monthly processing charges have been developed through a volume study and requirements analysis
conducted ly Xerox, and are ds follows:
Eiaim,tu,d Monthly Processing Charge $ 1257 Thirty -Day Month Implementation Fee $ 132
(Refleutnty volumes shown m written proposal.) (Based upon 3.5% daily rate 1
During the Implementation Period, charges for Customer processing activities will not be made. The Implementation Fee will be billed rn its place File
htnldiny ,urvices during this Period will be charged at standard rates, as defined in the Ancillary Price List
Atter the Implementation Period has concluded, processing charges, as defined above, will be made on an actual basis. Proration of actual piucessing
chargtes lased upon the number of remaining days to the billing cutoff (the 25th calendar day of the month) will be made in the innnth in which the
lnplerneruation Period ends.
A nunrmum total Implementation Fee will apply, of $6000 per physically separate Customer location
It Uustomer subsequently elects to Install other IAS applications or the same applications in other physically separate locations not or•gvially covered
by the Xerox written proposal and price quotation, an additional one-time Implementation Fee will be billed in the month follow a Customer's
wnuen cunmmilieni to subsequent applications and/or locations. This Implementation Fee will be 200% of the estimated processing cnarge for the
,idditional curninitment.
It Cusronier's wntten commitment to subsequent applications and/or locations is made during the Implementation Period, the o5timated monthly
processing charge base (and hence, original Implementation Fee) will also be adjusted to reflect the additional commitment. This adjustment will begirr
n the month following Customer's written additional commitment and continue until the end of the Implementation Period. Acttia monthly
processing charges will be made thereafter.
If Customer's written commitment to subsequent applications and/or locations is made after the Implementation Period has ended, actua tnunthiy
processing charges for this commitment will be made as activity occurs.
3 Hose Chaige
The Hdse Chargu as set forth below is based upon Communication Access Ports (CAP's), not terminals. Base Charges will be billed as toliow.,;
tsr & 2nd CAP . . . . . . . . . . . . . . . $225.00 per month, per CAP
31d & 4th CAP . . . . . . . . . . . . . . . . . . . $125.00 per month, per CAP
yrl, CAP ,ind above . . . . . . . . . . . . . $ 75.00 per month, per CAP
-rl,ltrrry GAP's . . . . . . . $ 75.00 per month, per CAP—
r'wu or noire terminals can use the same CAP sequentially but not concurrently Customer will need one CAP for each tet n:• ., :v'_,00 he rle, ,t::, to
helve on-line simultaneously Thus, a Customer with only one CAP servicing five terminals would incur a Base Charge of $i2F rip vyh , ^.i_i,tunter
.:ith ivdu CAP's, each servicing only one terminal, would incur a Base Charge of $450.00.
Fut Cusuimers using multiple, decentralized terminals, each physically separate Customer location will be regarded as a unit. !;.,illi• from the
standpuini of charging CAP's
11 `•\/O1HIor- 4eldlerl t.l .lige
it l tdrm,u r ot. Chriryr- tall dpplrceuuns exCe-pt Service Blllnul):
For each l4d1lsdt11011 Cott' yeneldted I-n011thly frnlTI "a lel lolllal In the course of processing Customer's work
1 'l t3 000 Transaction Codes $.022 each
25,OCI1 3o,rluu Transaction Codes $.019 each
6 rte: t9 alruve Transaction Codes $-016 each
1 4 Inn
Li Print Low Charqu (all dpldreations except Service Bllluiyl
l]enetati011 of print lines (either at a Xerox Center or un d turinural) .$4 00 per thousand Innes
Xt11Ux Centel Surcharge $2 00 per thousand lines printed at a Xerox Center
Repur t Set-up and Handliny Charge $1 50 per report printed at a Xerox Center
Customer will nut be chaiyed for the first terminal print line it iespe.nlsa to any tiditsaction code.
Customer will be chaiyed additional Xerox Centel Suichaiyes and Report Setap and Handling Charges in the event that Customer requires
reprints (the second and/or suhsequWnt 011gnlals) of wpo(is at the sante or other Xerox Center locations within Five (5) days of generation. For
rep: int requests beyond Five (5) days of generation, chdryes ilia sublect to conditions specified on the Ancillary Price List
c Data Stordye Charge (all applications except Sei'vice Billing).
There will be a charge for each thousand characters of on-line business data which Customer has stored ul the Xerox computer This charge is
based upon the maximum number of records used by the Services' programs during the month to accomplish Customer's on-line data processing
requirements, and is as follows:
1 5,000,000 Characters of Storage $,135 per thousand characters
5,000,001 10,000,000 Characters of Storage $ 115 per thousand characters
10,000,001 & over Characters of Sturage $ 095 per thousand characters
The Soles Comparative File (FSS), all storage for the Fixed Assets application, and all storage over six (6) million characters for the Inventory
t,untlol application will be charged at a rate of $,03 per thousand characters.
d Udta Access Unit Charge (all applications except Service Billing).
A data access unit (DAU) consists of one hundred computer reads andlor writes to or from magnetic storage tiles.
For each data access unit generated monthly, the following charges will be made
Htrpuiter (Selective or Summary) . . . . . . $.15 per DAU
Mawiial Requirements Planning, BIII Processor, Incident Reporting $ 07 per DAU
All other applications (excwept Service Billing) .$.015 per DAU
e Accounts un F ile Charge (Service Billing application only):
(Per account per month)
30 Day Cycle 60 Day Cycle
90+Day Cycle
0 5uou a"ounts $ 135 $ 11
$ 09
5001 10,00() $.12 $.095
$ 075
10,001 20,000 $.115 $.09
$ 07
20,001 40,000 $_11 $.085
$.065
40,001 1 accounts $.105 $.08
$.06
Users of the fixed charge module" only will be charged $ 03 per account less than the above rates-
Ewctnc Billing users will be charged $.14 per account more than the above rates
D. MINIMUM
Bt-'yrnrtin(I tminedrdtely f0h0WIng the conclusion of the Implementation Period, there will be a $1000 minimum processing charge per month- The
mlrwnum will be prorated in the month in which the Implementali Oil Period ends -
The minimum will be billed arid credited against actual includable charges for each month. Includable charges agdinst the minimum are accounts on file,
base charge, tldri;aClloll codes, print lines, data access units, and data storage for the appropriate application to which each type of charge applies. Items
not charged against the minimum include, but are not limited to, terminals and communications, taxes, and items included on the Ancillary Price List.
E. AVAILABILITY OF SERVICES
Customers shall have access to the Services, during normal hours, Monday through Friday, excluding Xerox holidays as specified in the IAS Handbook.
Avadaboity at other times is subject to conditions of the Ancillary Price List.
F. DELIVERY
Regularly suleduled daily deliveries of reports printed at a Xerox Center shall be provided without charge. Delivery of Comparative Sales and Fixed
Assets reports may be up to 48 hours over and above regularly scheduled delivery times. "Special" deliveries above and beyond scheduled deliveries will
be chaiyed .,ublect to the conditions of the Ancillary Price List.
G. ANCILLARY SERVICES
Other seiv.(es and activities not covered herein may, from time to time, be required by Customer in his utilization of Services, or may be optionally
reques;ed by Customer These will be billed at Xerox' then prevathog standard rates for such Services, as shown in the current version of the Ancillary
Price List
H. TAXES
The aboViz Lild•ge, owludmg items contained on the Ancillary Price List, do out -rrclude any taxes Any taxes payable by Xerox exzep+ rd, eased upon
:ret nlcunne ',1101: Ill. ilu: tie by the Customer or, in lieu thereof, Customer shall provide Xerox with a tax exemption certifate acceptabre rppropnate
taxing author, ire•,
1. PARTIAL MONTH CHARGES
Certain Ser Vi Les specltied above and on the Ancillary Price List are charged on a fixed monthly basis. These Services include but are not:-nuted to the
minimum, data storage, base charge, communication lines, terminals and special processing For these Services commencing during a given month,
proration of chdryes will be. made based upon the number of days front the comment-ument of the Service until the billing cutoff (the 25th calendar day
of the month)- Charge increments will be made on a daily basis, assuming a 30 -day month
500014D (1/75)