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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)