Resolution No. 85771
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RESOLUTION NO. 8577
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE
CITY OF VERNON AND XEROX CORP.
WHEREAS, the Department of Community Services & Water needs a
new engineering oversized copier to replace an existing copier that is
obsolete, no longer reliable and costly to repair; and
WHEREAS, the Department of Community Services & Water sought
informal quotes for the purchase of a new copier; and
WHEREAS, the Department of Community Services & Water has
determined that Xerox Corporation ("Xerox") is the only vendor that can
provide the necessary copier meeting the Department's specifications
and requirements; and
WHEREAS, on September 15, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
Finance, dated August 13, 2004, that a contract be approved and
executed for purchase of the copier from Xerox Corporation; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with Xerox for the purchase of the
copier.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
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SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase Contract with Xerox Corporation, in
substantially the same form as the copy which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Contract for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Contract to:
Xerox Corporation
Attn. Richard Humes, II
8501 Fallbrook Avenue
West Hills, CA 91304
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 20th day of October, 2004.
EONIS C. MALB Jtq, Mayo
ATTEST: �--
_.._ 4,r
IBRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8577, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, October 20,
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
D R� F y
EQUIPMENT PURCHASE CONTRACT
THIS EQUIPMENT PURCHASE CONTRACT (this "Contract") is made,
entered into and executed in duplicate originals, either copy of which may be considered and
used as the original hereof for all purposes, as of this 20'h day of October, 2004, in the City of
Vernon, County of Los Angeles, State of California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND XEROX CORPORATION
(hereinafter referred to as "Xerox")
8501 Fallbrook Avenue
West Hills, CA 91304
RECITALS
WHEREAS, the City's Community Services Department is requesting a new
engineering oversized copier, Xerox 510dp model, to replace its existing obsolete copier (the
"Copier"); and
WHEREAS, Xerox has prepared a proposal dated on or about August 13, 2004
for the sale and delivery of the Copier and the necessary set up and training and a monthly
maintenance plan (Plan 0), a copy of which is attached hereto as Exhibit A and incorporated by
this reference (the "Proposal"); and
WHEREAS, Xerox represents that it is qualified and capable of providing the
Copier described in Exhibit A on the terms and conditions set forth below; and
WHEREAS, the City desires to enter into an agreement with Xerox to provide for
the purchase, delivery, set up and training of the Copier on the terms and conditions set forth
below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Purchase and Sale of the Copier.
01910)0001 104708.1
1.1 Copier. Xerox shall sell and deliver, and the City shall purchase the
Copier described in the Proposal. In the event of a conflict between the terms of this Contract
and the Proposal, the terms of this Contract shall control.
1.2 Delivery and Assembly. Xerox shall obtain and sell, deliver and assemble
the Copier at the City of Vernon, F.O.B. Job Site. Xerox is responsible for all costs of full
freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B.
Job Site.
- 1.3 Set Up, Software Installation and Training. Xerox shall set up, install
software to network and provide key operator training on the Copier.
1.4 Maintenance Plan 0. Xerox shall provide maintenance services as
described in the Proposal.
2. Time of Performance. Xerox shall commence and complete the delivery, set up
and training of the Copier as follows:
2.1 Time Schedule. Xerox shall begin to obtain the Copier upon the later of
the full execution of this Contract and the City's issuance of a Purchase Order (the
"Commencement Date"). Xerox shall complete delivery of the Copier no later than
weeks from the Commencement Date (the "Delivery Time"). Unless performance is excused, as
set forth in Paragraph 2.2, Xerox' failure to deliver the Copier within the Delivery Time shall
constitute a material default of this Contract, and, among other remedies available to it, the City
shall have the option of terminating this Contract.
2.2 Force Maieure. Neither party shall be considered to be in default in any of
its obligations under this Contract when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control
of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening,
epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute,
ordinance, or regulation, embargoes of the United States Government or any other government,
which by exercise of due diligence such party could not reasonably have been expected to avoid
and by exercise of due diligence has been unable to overcome. Either party rendered unable to
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fulfill any of its obligations under this Contract by reason of an uncontrollable force shall give
written notice within five (5) business days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch. The Delivery Time shall be
extended by Change Order by the number of days of delay caused by the uncontrollable force, as
the City may reasonably determine. An extension of the Delivery Time by reason of an
uncontrollable force shall not justify extra compensation for Xerox for administrative or other
costs or expenses; provided, however, that if the time for achieving delivery is materially
extended by reason of uncontrollable force through no fault of Xerox, Xerox shall be entitled to
an increase in the Contract Sum, but only in any amount equal to the increase in Xerox' direct
cost resulting from such delay.
3. Contract Sum. The purchase price for the Copier is Twenty -Five Thousand One
Hundred Ninety -Seven Dollars and No Cents ($25,197.00), plus sales tax, if a tax exemption
certificate is not furnished by the City (the "Contract Sum"). The cost of the Maintenance Plan 0
is One Hundred Forty -Five Dollars and No Cents ($145.00) per month.
4. Payment Terms.
4.1 Payment. One hundred percent (100%) of the Contract Sum shall be paid
within thirty (30) days after (a) the City's receipt, testing, and approval of the Copier; (b) the
City's receipt of all required documentation (including, without limitation, warranties provided
by the manufacturers, and operating manuals, specifications, and other documentation necessary
and appropriate for the installation, operation, and maintenance, and repair of the Copier;
collectively, the "Documentation"); (c) the City's receipt of an invoice in a form reasonably
acceptable to the City from Xerox; (d) the City's receipt of fully executed assignments of all
manufacturers' warranties and guarantees in favor of the City in form and substance reasonably
acceptable to the City; and (e) the City's receipt of evidence of Xerox' payment of all of its
obligations in connection with this Contract.
4.2 Billings for Change Orders. Any billings for Change Orders, as defined in
Paragraph 7 below, must be billed by separate invoice, with a copy of the applicable Change
Order signed by the City attached to the invoice.
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4.3 Payment Holds. Notwithstanding anything to the contrary contained
herein, the City shall not be obligated to make any payment to Xerox if Xerox is in default of any
of its obligations under this Contract; any portion of the Copier is defective or not in accordance
with the terms of this Contract (provided, however, that payment shall be made as to any portion
of the Copier that is acceptable to the City); or the conditions required for payment as set forth in
Paragraph 4.1 above have not been satisfied.
4.4 Payment is Not Acceptance. Neither payment by the City nor use of the
Copier by -the City shall constitute an acceptance of any Copier not in accordance with the terms
of this Contract.
5. Xerox' Representations, Warranties and Covenants
5.1 Ca abp ility. Xerox represents to the City that it is qualified, willing, and
able to obtain, sell, deliver, set up, train and provide maintenance for the Copier.
5.2 Testini?. Xerox shall inspect the Copier as it is received by Xerox for
delivery to the City, and will reject any Copier that is defective, with the cost of repair or
replacement being the responsibility of Xerox. The City reserves the right to test the Copier,
regardless of the results of Xerox' testing.
5.3 Assignment of Warranties; Delivery of Documentation. Xerox shall
assign to the City at the time of delivery of the Copier all manufacturers' warranties for the
Copier and Xerox shall assemble and deliver to the City complete copies of all warranties,
guaranties, and operating and maintenance data and all other Documentation (as defined in
Paragraph 4.1) from all manufacturers whose Copier is delivered to the City pursuant to this
Contract.
5.4 Compliance with Law. Xerox shall strictly observe and comply with all
applicable federal, state, and local laws, ordinances, and regulations governing the sale and
delivery of the Copier, including, but not limited to any permit or license requirements of the
United States Department of Commerce.
5.5 Authorizations. Xerox is authorized to do business in California and
properly licensed and registered by all governmental authorities having jurisdiction over it.
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5.6 Title to City. Xerox warrants that title to Copier will pass to the City
either by incorporation in the construction or upon the receipt of payment by Xerox, whichever
occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no
seller of any Copier or any portion thereof will retain an interest therein or an encumbrance
thereon.
5.7 Payments to Third Parties. Xerox shall promptly pay all bills for labor and
materials furnished by others in connection with this Contract.
- 5.8 WggAn .
5.8.1 Xerox' Warranties. Xerox warrants that all Copier will be new and
free from defects in materials and workmanship, comply with the specifications provided by the
manufacturers, be of good quality and merchantability, and fit for their intended purposes, and
conform to all applicable governmental regulations, statutes, and ordinances. Any Copier not
conforming to these requirements, including substitutions not properly approved and authorized,
may be considered defective. In the event that the test results obtained by either Xerox or the
City reveals that any portion of the Copier does not meet the City's specifications or the City
identifies any defects in or damage to the Copier, Xerox shall promptly repair or replace any
defective Copier; provided, however, that if, in the City's reasonable discretion, the quantity or
quality of the defects are substantial, the City shall have the option of rejecting the entire
shipment of Copier from that vendor, and obtaining another vendor to provide that Copier.
Xerox shall be responsible for all direct and indirect costs that may be incurred by the City in
connection with the rejection and/or replacement of damaged or defective Copier, including any
damage caused to the City's existing Copier and the Vernon Substation or the Malburg Project
by the installation or use of defective Copier provided by Xerox.
5.8.2 Manufacturers' Warranties. Xerox shall obtain for the benefit of
the City, and assign to the City, commercially reasonable manufacturers' warranties for parts and
labor, which shall commence one (1) year from the date of installation of the Copier being
purchased by the City under this Contract or the City's acceptance of the Copier being purchased
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hereunder, whichever occurs first. Xerox shall assist the City in the enforcement of all such
warranties.
5.8.3 Warranty Period. Xerox, at its cost, shall promptly repair or
replace or cause the manufacturer to repair or replace (provided, however, that the City shall
cooperate in working with the manufacturers if the warranties have been assigned to the City)
Copier rejected by the City as defective or as failing to conform to this Contract if reported to
Xerox within the Warranty Period. The Warranty Period shall be the period of (a) one (1) year
from the date of installation of Copier being purchased hereunder or from the date of the City's
acceptance of the Copier being purchased hereunder, whichever occurs first; or (b) such longer
period of time as may be prescribed by law or by the terms of the applicable manufacturers'
warranty. The City shall give such notice promptly after discovery of a defective condition. A
new one year Warranty Period shall commence for repaired or replaced Copier on the date the
repair or replacement was made. Xerox' obligations hereunder shall include the obligation to
repair any damage to other property caused by the defective Copier or the repair thereof. Xerox
shall indemnify the City from and hold the City harmless against any and all claims, liabilities,
liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of
defense, arising out of or relating (a) to any such Copier found to be defective or not in
accordance with this Contract, or (b) the correction of any such Copier.
The foregoing representations, warranties, covenants, and agreements shall survive
any termination of this Contract and final completion of the delivery of the Copier and are in
addition to, and not in lieu of, any and all other liability imposed upon Xerox by law with respect
to Xerox' duties, obligations and performance hereunder.
6. Indemnification.
6.1 Xerox' lndemnit . To the fullest extent permitted by law, Xerox shall
defend, indemnify and hold harmless City and its elected officials, officers, agents and employees
from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements
and penalties, losses, fines, and all costs and expenses incurred in connection therewith,
including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the
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negligent or wrongful acts of Xerox or its employees or agents in the delivery of Copier under
this Contract, except to the extent arising from or caused by the sole negligence or willful
misconduct of the City, its officers, agents or employees. The terms of this indemnity shall
survive the termination of this Contract. The obligations in this Paragraph are in addition to
Xerox'duty to provide insurance and shall not be limited by any limitation on the amount or type
of insurance coverage carried by Xerox.
6.2 Indemnity Process. The City shall notify Xerox in writing of any suits,
claims or demands covered by this indemnity. Promptly after receipt of such notice, Xerox shall
assume the defense of such claim with counsel reasonably satisfactory to City. If Xerox fails,
within a reasonable time after receipt of such notice, to assume the defense with counsel
reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect
conflict of interest exists between the parties with respect to the claim, or if in the sole judgment
of City the assumption and conduct of the defense by Xerox would materially and adversely
affect City in any manner or prejudice its ability to conduct a successful defense, then the City
shall have the right to undertake the defense, compromise and settlement of such claim for the
account and at the expense of Xerox. Notwithstanding the above, if the City in its sole discretion
so elects, City may also participate in the defense of such actions by employing counsel at its
expense, without waiving the City's obligations to indemnify or defend. Xerox shall not settle or
compromise any claim or consent to the entry of any judgment without the prior written consent
of the City and without an unconditional release of all liability by each claimant or plaintiff to the
City.
7. Change Orders. The City reserves the right to make additions to or deletions from
the Copier being purchased under this Contract. All such changes shall be incorporated in
written change orders executed by the City. The Change Orders shall specify the changes
ordered and the adjustment of prices, delivery schedules and warranties. Any Copier or services
added to this Contract under a Change Order shall be subject to all of the terms and conditions of
this Contract, except as otherwise set forth in the Change Order. No claim for additional
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compensation or extension of time shall be valid or recognized unless contained in a Change
Order signed by the Project Manager, as defined in Paragraph 11.7 below.
8. Termination of the Contract.
8.1 Right of Termination. This Contract may be terminated by the City, with
or without cause, upon at least fifteen (15) calendar days' written notice delivered to Xerox.
8.2 Termination by City Without Cause. In the event of termination by the
City without cause, Xerox shall be compensated for all Copier delivered prior to the date of
delivery of the termination notice, plus compensation for (i) necessary work performed during
the notice period and authorized in the termination notice, and (ii) all costs reasonably and
necessarily incurred by Xerox directly attributable to termination which could not reasonably
have been avoided and for which Xerox is not otherwise compensated that are incurred through
the date of the termination and in effectuating the termination (the "Termination Expenses").
Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or
the like.
8.3 Termination by the City for Cause or by Xerox without Cause If Xerox
breaches this Contract, the City shall notify Xerox in writing of said breach and if Xerox has not
cured or begun reasonable efforts to cure within fifteen (15) calendar days of delivery of said
notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this
Contract on the 15a' day following delivery of notice to Xerox for cause. Xerox shall be
responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of
the Copier cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City
with cause, or terminated by Xerox without cause, the City shall pay Xerox for all Copier
delivered prior to the date of delivery of the termination notice, subject to the right of the City to
withhold such unpaid amounts pending resolution of damages incurred by the City as a result of
Xerox's default and for any reason described as a justification for a payment hold as set forth in
Paragraph 4.3.
8.4 Actions Subsequent to Termination. Following the termination date,
regardless of whether the Contract is terminated with or without cause, and subject only to the
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payments described in Paragraphs 8.2 or 8.3, as applicable, the City shall have no further rights,
duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this
Contract, except for its obligations under Paragraph 12.5 below, Xerox shall have no further
rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything
in this Contract, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10, 11.2, 11.3,
11.4, and 11.11 shall survive the termination of this Contract.
8.5 Delivery of Work Product and Documentation. Within three (3) business
days after -any termination of this Contract, Xerox shall deliver to the City all Work Product (as
defined in Paragraph 9) and all Documentation (as defined in Paragraph 4.1) pertaining to this
Contract and any and all copies thereof, whether in the possession of Xerox or a party engaged by
Xerox; provided, however, that solely for its internal auditing purposes, Xerox may, at its sole
expense, make and retain copies of Work Product materials, subject to the confidentiality
provisions of Paragraph 10. Xerox shall also furnish all such information, take all such other
action and shall cooperate with the City as the City shall reasonably require in order to effectuate
an orderly and systematic termination of Xerox's duties and activities hereunder.
9. Work Product. All finished or unfinished documents, plans, designs, drawings,
data, databases, studies, surveys, maps, models, photographs, reports and other materials, in
whatever form or medium, prepared by or for Xerox, its officers, employees, agents in the course
of performing the obtaining, delivering, and selling to the City the Copier sold under this
Contract (collectively, the "Work Product"), but excluding working notes and internal
documents, shall be the property of City, and City shall have the sole right to use such materials
in its discretion without further compensation to Xerox or to any other party. Work Product
materials shall be delivered to City by Xerox as they are generated.
10. Confidential Information.
10.1 Access to Confidential Information. The City may provide Xerox or allow
Xerox access to certain information not available to the public concerning the City or businesses
located in the City. The information may include information regarding companies located in the
City, tax information, utility usage, and information concerning various company's sales, value
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of assets, or other confidential information about companies dealing with the City. All such non-
public information shall be known as "Confidential Information" and may not be by Xerox for
any purpose other than to perform its duties hereunder.
10.2 No Disclosure. Except as expressly permitted by prior written consent of
the City, Xerox shall not disclose, permit the disclosure of, release, disseminate, or transfer,
whether orally or by any other means, any part of such Confidential Information to any other
person or entity, without the express prior written consent of an authorized representative of the
City. Xerox shall return any written Confidential Information and all copies made of such items
to the City upon the City's written request, but in any event not later than the date that Xerox has
delivered all Copier to be delivered pursuant to this Contract. Xerox hereby agrees that such
Confidential Information and any documents provided may be used by Xerox only as authorized
by the City.
10.3 Court Ordered Disclosure. Xerox shall immediately notify the City of any
court order or subpoena requiring disclosure of Confidential Information, and shall cooperate
with the City's legal counsel in responding to any such order or subpoena. Xerox may only
disclose Confidential Information required to be disclosed pursuant to court order or subpoena
after legal counsel has exhausted any lawful and timely appeal or challenge.
10.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to
any Confidential Information lawfully in Xerox's possession prior to its acquisition from the
City; received in good faith from a third party not subject to any confidential obligation to the
City; or that now is or later becomes publicly known through no breach of confidential obligation
by Xerox.
10.5 Remedies. In addition to any other remedies that it may have at law or in
equity, the City shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 10.
Xerox acknowledges that in case of such breach or threatened breach of said provisions, the City
would have no adequate remedy at law, and the City shall not be required to post a bond or other
security or to prove damages.
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11. General Provisions.
11.1 Entire Agreement. This Contract, with Exhibits A and B, each of which is
attached hereto and incorporated herein by this reference, represents the entire and integrated
agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous
negotiations, representations, discussions, or agreements between the parties related to the
matters set forth in this Contract. This Contract may be amended or modified only by a written
amendment signed by the parties.
11.2 Forum Selection. Any action brought relating to this Contract shall be
brought and held exclusively in a Court in or serving the County of Los Angeles, California.
11.3 Attorneys' Fees. If either party institutes an action or legal proceeding
arising out of or related to this Contract or the relationship of the parties or their rights or duties
in connection with the matters set forth in this Contract, whether sounding in tort, contract, or
otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the
other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition
to any other remedy awarded by the court.
11.4 Notices. All notices required or permitted by this Contract shall be in
writing and may be delivered in person (by hand or by messenger or courier service) or may be
sent by certified or registered mail, return receipt requested, or by facsimile transmission during
normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery
or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a
manner specified in this Paragraph 11.4 to the recipient as set forth below. If a notice is
delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business
day. Notices to the parties shall be sent to the addresses set forth below, or such other address as
is provided by one party to the other in writing.
CITY: THE CITY OF VERNON
Attn: Bruce V. Malkenhorst
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058-0805
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XEROX: XEROX CORPORATION
8501 Fallbrook Avenue
West Hills, CA 91304
Attn: Richard Humes, H
11.5 Status of Xerox. At all times during the term of this Contract, Xerox shall
be an independent contractor. Except as the City may specify in writing, Xerox shall have no
authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent.
Xerox shall have no authority, expressed or implied, pursuant to this Contract to bind the City to
any obligation whatsoever.
11.6 Insurance. Xerox agrees to provide insurance in the amounts and forms
specified in Exhibit B, which is attached hereto and incorporated by reference. Xerox shall
submit to the City documentation indicating compliance with these minimum requirements no
less than one (1) day prior to the beginning of performance under this Contract. Xerox shall not
commence performance of its work under this Contract until the above insurance has been
obtained and proof of insurance has been filed with and approved by the City.
11.7 Assignment Prohibited. No party to this Contract may assign any right or
obligation except with the express written consent of the other party; provided, however, that
Xerox may purchase from other vendors and manufacturers the Copier to be delivered by Xerox
hereunder, and Xerox may by written request assign any right to receive monies earned
hereunder.
11.8 Partial Invalidity. Wherever possible, each provision hereof will be
interpreted in such manner as to be effective and valid under applicable law, but in case any one
or more of the provisions contained herein is held by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, such provision will be limited to the extent
required to make such provision valid and enforceable, and if necessary, severed from this
Contract. All other terms and conditions shall remain in full force and effect.
11.9 Time of the Essence. Time is of the essence in the performance of this
Contract.
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11.10 Rights and Remedies. The City's rights and remedies under the Contract
are cumulative with and in addition to all other legal and equitable rights and remedies which the
City may have under applicable law.
11.11 Disputes. Any disputes that may arise as a result of actions by either party
to this Agreement, if unresolved after 90 days, shall be presented to Judicial Arbitration and
Medication Services, Inc. for resolution. Any costs of the arbitration hearing shall be borne by
the party adjudged culpable.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed
by and through their authorized officers on the date, month and year first written above.
CITY OF VERNON
LEONIS C. MALBURG, Mayor
ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM
Eric T. Fresch, City Attorney
XEROX CORPORATION
By:
Typed Name:
Title:
By:
Typed Name:
Title:
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EXHIBIT
VIL
A XEROX PROPOSAL FOR
City of Vernon
PREPARED BY:
RICHARD HUMES, II
WIDE -FORMAT SPECIALIST
The contents of this proposal are considered to be Xerox private data and are provided for the exclusive use of C I TY O F V E R N O N.
The contents herein may not be reproduced without the specific written permission of Xerox Corp.
This proposal is for informational purposes only and does not constitute a contract or an offer to contract. Should you find this proposal
of interest, we would be pleased to submit contract terms.
Information in this proposal is good until
AUGUST 13, 2004
THE COI1�fPANY
XEROX
July 13, 2004
Attn: Max
City of Vernon
4305 S. Santa Fe
Los Angeles, CA 90058
Dear Max:
I want to thank you in advance for considering Xerox Corporation as your engineering product
supplier. We at Xerox appreciate your business and your desire to continue providing quality
solutions now and in the years to come.
The Xerox products make the complex jobs easy and the easy jobs effortless. It is features rich and
user friendly, embodies the standards of reliability, high image quality, and productivity you associate
with the Xerox name -at a competitive price. The Document Company -Xerox can provide.
Specifically:
■ Total Satisfaction Guarantee (TSG) — the most comprehensive protection for your investment
ensuring your total satisfaction or Xerox will replace your equipment.
■ A world-renowned service force of highly skilled and trained representatives.
• Genuine Xerox supplies to ensure optimum performance of your copier and save on overall
total equipment operating cost.
• Benefit of Xerox' international reputation for innovative technology and prompt, responsive
service and support.
I am sure you will agree that the Xerox 6030 or 510dp will meet your engineering requirements now
and in the future. I am available to answer any questions that you have, and I look forward to
continuing the relationship between our companies.
Sincerely,
Richard Humes, II
Wide -Format Specialist
818-702-8173 Office
661-294-0509 V Office
626-831-4354 Cell Phone
661-294-0582 Fax
XEROX CORPORATION _ 2 -
8501 FALLBR00%AVENUE
WEST HILLS, CA '91304
(818) 702-8173
(661) 294-0509 V OFFICE
(661) 294-0582 FAX
THE 1�"2� T. 1 0,OMPANY
XEROX
SUMMARY/NEEDS ANALYSIS
Our 510dp replaced the 88XX series systems allowing for 25% higher toners yields (230% more
than the 30XX family), 30% more output per minute, faster processing speeds, and color
scanning. 65% of all Kinko's with engineering requirements have our 510dp digital solution.
Also, Boeing, CALTRANS, and Raytheon are three of many organizations that have standardized
on these products. Quality, ease of use, and reliability are the 510dp's trademarks. As
requested, I included pricing for a two -roll 510dp solution.
PRICING SUMMARY
Recommended Solution: 510dp
Includes: Xerox 510dp includes 510p TWO ROLL Network Printer 5D Size per minute,
Synergix Scanner 2ips with scan to file, AccXES Controller with 128MB RAM and 18.1GB
Hard Drive w/Postscript, AccXES Suite (Software tools), Training, and Delivery
Included in Purchase: rho
■ Delivery & Set up of 510dp
■ Key Operator Training '
• Total Satisfaction Guarantee
■ 2510 Trade-in
XEROX PURCHASE
Xerox 510dp $25,197
Maintenance options (Choose One):
Plan 0 — (0 to 500 sq. h allowance per month thereafter $.07) $145.00
Plan 1— (0 to 1500 sq. ft. allowance per month thereafter $.05) $220.00
Plan 2 — (0 to 5,000 sq. ft. allowance per month thereafter $.03) $275.00
For more maintenance plans, please call...
Note:
- Feb. 2004 Price Quoted w/o Postscript was $22,897
- July 2004 Price Quote included 7 D size per minute speed, postscript, accounting package, & 4 inches per second -
scanning speed (ps.)
- Postscript list price $2,500
- Xerox has reduced the maintenance cost since Feb. 2004 quote
Upgrade Options 510dp Vs. OCE TDS 400:
- Scan to file in Color vs. buying a separate scanner (using same scanner)
- Printer Speed 5, 7, or 10 D size per minute vs. buying new printer (same print engine)
- Scanning Speed 2, 4, or 7.2ips vs. buying new scanner (using same scanner)
- Upgrade number of rolls 1, 2, or 3 vs. buying new printer
Differences Xerox 510dp Vs. OCE TDS 400
- Thick Scanning: Scanner accepts up to'/2"thick media to accommodate foam board
- Transfer assets as needed: Software key upgrades can be transferred to other systems (510dp and 88XX series)
(e.g. Scanning & Printing Speed, Scan to file in Color, & Postscript). Kinko's uses this feature to transfer assets
upon customer demand. If one location demands more color scanning, they just swap the key to another
location. Printing demand works the same way. If one location requires higher production speeds the faster key
is assigned to the location with greater demand.
For questions please contact: Richard Humes, II see numbers below...
XEROX CORPORATION - 3 -
8501 FALLBROOK AVENUE
WEST HILLS, CA 91304
(818) 702-8173
(661) 294-0509 V OFFICE
(661) 294-0582 FAX
Engineering Oversized Copier
Cost Estimate
Item
Cost
Xerox 510dp
$ 25,197.00
Two roll Network Printer at 5D size per minute
Synergix Scanner 2 ips with scan to file
AccXES Controller with 128 MB RAM and 18.1 GB Hard Drive
Postscript Capability
AccXES Suite (Software Tool)
Delivery and Assembly
Set up and install to Network.
Software Installation (at various desktop computers)
Training
Subtotal
$ 25,197.00
Tax 8.25%
$ 2,078.75
Total
$ 27,275.75
0-500sf Maintenance Option ($145 per month
per
EXHIBIT
EXHIBIT B
INSURANCE SCHEDULE
Xerox shall provide proof of insurance, including a standard certificate of insurance, in at least
the following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Hazards
Automobile Liability
Bodily Injury PropeM Damage
Each Person Each Accident Each Accident
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
H. Liabili
General Liability P
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Independent Contractor
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
-- i mbrella iahility
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a. The general liability policy shall contain the following special endorsements which shall
be noted on or attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or
material reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by City.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
14
01910MOI 104708.1