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HomeMy Public PortalAbout13-8584 Xerox Sponsored by: City Manager RESOLUTION NO. 13-8584 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA,TO AUTHORIZE THE CITY MANAGER TO ENTER INTO A FIVE YEAR AGREEMENT WITH XEROX CORPORATION, PIGGYBACKING ON THE MARION COUNTY SCHOOL BOARD CONTRACT (CONTRACT NO 072593200), FOR THREE (3) XEROX WORKCENTRE 7775 FOR THE CITY CLERK OFFICE, PUBLIC WORKS, AND COMMUNITY DEVELOPMENT DEPARTMENTS, AT A MONTHLY PAYMENT OF $889.91 PER MONTH, PAYABLE AS A BUDGETED ITEM, FROM ACCOUNT NUMBER 16-512440, 32-541440, AND 37-515440; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING AN EFFECTIVE DATE WHEREAS, the current multi-function copier lease for the City Clerk's Office, Public Works, and Community Development Departments has expired ; and WHEREAS, the City would like to take advantage and piggyback on Marion County's contract with Xerox (Contract No. 072593200) that is being utilized statewide; and WHEREAS, the Xerox WorkCentre 7775 ("W7775") offers an outstanding level of technology, with ease of use, streamlining the workflow, and it will be costs saving for the City; and WHEREAS,the monthly payment of$889.91 is a budgeted item and,payable from Clerk's Office — Account No. 16-512440, Public Works — Account No. 32-541440, and Community Development—Account No. 37-515440; and WHEREAS, the City Commission desires to authorize the City Manager to enter into a five year agreement with Xerox Corporation,for three(3)Xerox W7775,piggybacking on the Marion County School Board Contract(Contract No. 072593200). NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Resolution No. 13-8584 Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa-locka hereby authorizes the City Manager to enter into a five year agreement with Xerox Corporation, for three(3)Xerox W7775, piggybacking onto an existing contract between the Marion County School Board (Contract No. 072593200),at a cost of$889.91 monthly,payable as a budgeted item,from Account Numbers 16- 512440, 32-541440, 37-515440. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 24th day of April, 2013. MYP' TAY AR MAYOR Attest to: 11,..2' 4,, .J s anna Flores ity Clerk Ap oved . o ft .;a ;g. ••u ficiency: Et!! \ Jrir , , J"e ph '. Geller t e • EE POON MARDER PA ity Attorney Moved by: COMMISSIONER OLMES Seconded by: COMMISSIONER JOHNSON Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES ovn.LOCH 0 0 a (qi 'L�i� OAO AORA",6 City of Opa-Locka Agenda Cover Memo Commission Meeting April 24, 2013 Item Type: Resolution Ordinance Other Date: X (EnterX in box) Fiscal Impact: Ordinance Reading: 1st Reading 2nd Reading (EnterX in box) Yes No (EnterX in box) X X Public Hearing: Yes No Yes No (EnterX in box) Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes No (Enter Acct No.) 16-512440 (EnterX in box) X 2ND 32-541440 Rreading) ITEM BUDGETED: YES 37-515440 Contract/P.O.Required: Yes No RFP/RFQ/Bid#: PiggyBacking Marion County (EnterX in box) X School Board Contract #072593200 Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the (Enter X in box) x specific objective/strategy this item will address) Enhance Organizational 0 Bus.&Economic Dev 0 Public Safety 0 Quality of Education 0 Qual.of Life&City Image 0 Communcation 0 Sponsor Name City Manager Department: Information Technology Short Title: AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO ENTER INTO A FIVE YEAR AGREEMENT WITH XEROX CORPORATION, PIGGYBACKING THE MARION COUNTY SCHOOL BOARD CONTRACT(CONTRACT#072593200) FOR THREE(3) XEROX W7755 FOR THE CITY CLERK'S OFFICE, PUBLIC WORKS, AND COMMUNITY DEVELEOPMENT DEPARTEMENTS AT A MONTHLY PAYMENT OF EIGHT HUNDRED EIGHTY NINE DOLLARS AND NINTY ONE CENTS ($889.91) PAYABLE FROM ACCOUNTS#'S 16-512440, 32-541440,AND 37-515440) (BUDGETED ITEM) Staff Summary: The City's Clerk's Office, Public Works, and Community Development's current multi function device has expired from its current lease. Marion County School Board has established a very aggressive contract that is currently being used statewide. The device that is being recommended for the Clerk's office, Public Works, and Community Development offers an outstanding level of technology, cost savings, and ease of use while further streamlining workflow. 'roe•ose• l � 4. It is recommended to Piggyback the Marion County School Boards contract for procurement of a replacement multi function device for the City Clerk's Office, Public Works, and Community Development Departments 1) Mario County School Board Contract#072593200 2) Product Sheet 3) Quotes OQ P:LOCk4 U 2 ) Memorandum TO: Mayor Myra Taylor Vice-Mayor Joseph L. Kelley Commissioner Timothy Holmes Commissioner Dorothy "Dottie" Johnson Commissioner Luis B. Santiago FROM: Kelvin L. Baker Sr, City Manager .7 ./- 51-42 s�' DATE: April 1,2013 fer) 1 4. `' — RE: City Clerk's, Public Works, and Community Development Multi Function Devices (Copiers) Request: AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO ENTER INTO A FIVE YEAR AGREEMENT WITH XEROX CORPORATION, PIGGYBACKING THE MARION COUNTY SCHOOL BOARD CONTRACT (CONTRACT # 072593200) FOR THREE (3) XEROX W7755 FOR THE CITY CLERK'S OFFICE, PUBLIC WORKS, AND COMMUNITY DEVELEOPMENT DEPARTEMENTS AT A MONTHLY PAYMENT OF EIGHT HUNDRED EIGHTY NINE DOLLARS AND NINTY ONE CENTS ($889.91) PAYABLE FROM ACCOUNTS #'S 16-512440, 32- 541440,AND 37-515440)THIS ITEM IS BUDGETED. Description: The City's Clerk's Office, Public Works, and Community Development's current multi function device has expired from its current lease. Marion County School Board has established a very aggressive contract that is currently being used statewide. The device that is being recommended for the Clerk's office, Public Works, and Community Development offers an outstanding level of technology, cost savings, and ease of use while further streamlining workflow. Financial Impact: $889.91/monthly budgeted. This item is budgeted. / Payable from account(Clerk's Office) # 16-512440 Payable from account (Public Works) # 32-541440 Payable from account(Community Development) # 37-515440 Implementation Time Line: Immediate. Analysis: Upgrading the current multifunction device reduces the current monthly payment while increasing speed, scanning, printing, and the added feature of booklet making. ATTACHMENT(S): 1) Marion County School Board contract#072593200 2) Product Sheet 3) Quotes PREPARED BY: Nelson Rodriguez, Information Technology Director END OF MEMORANDUM Lease Agreement xe rox Customer: OPA LOCKA,CITY OF BillTo: CITY OF OPA LOCKA Install: CITY OF OPA LOCKA OFFICE OF ATTN: FINANCE DEPT 4TH FLOOR nn'1 C LeRA< PO BOX 540371 780 FISHERMAN ST OPA LOCKA,FL 33054-0371 OPA LOCKA,FL 33054-3807 Tax ID#:. Negotiated Contract:072593200 Solution Product Description Agreement Information Trade Information Requested Item Install Date 1.WC7775P(WORKCENTRE 7775) -Embedded Fax-1 Line Lease Term: 60 months -Xerox W7655P S/N VDR544271 2/28/2013 -Adv&pro Fin Mobility Purchase Option: FMV Trade-In as of Payment 66 -Pro Finisher-2/3hole -Xerox CC45 S/N NWL157788 -Network Scanning Kit Trade-In as of Payment 74 -Customer Ed -Analyst Services Monthly Pricing Item Lease Print Charges Maintenance Plan Features Minimum Payment Meter Volume Band Per Print Rate 1.WC7775P $331.13 1:BW 1 -5,000 Included -Consumable Supplies Included for all prints 5,001+ $0.0060 -Pricing Fixed for Term 2:COLOR All Prints $0.0590 Total $331.13 Minimum Payments(Excluding Applicable Taxes) Authorized Signature Customer acknowledges receipt of the terms of this agreement Thank You for your business! which consists of 2 pages including this face page. This Agreement is proudly presented by Xerox and r kEi�rOk Signer: Nelson Rodriguez Phone: (305)953-2945 Gleivys Sanchez ■OTAOL (786)424-6475 ..ARANTrc For information on your Xerox Account,go to Signature: Date: www.xerox.com/AccountManagement WS S85980 02/22/2013 21:15:37 Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 1 of 2 Lease Agreement xerox ' �j, Terms and Conditions INTRODUCTION: 3.REMOTE SERVICES.Certain models of Equipment are supported and serviced 1.NEGOTIATED CONTRACT. The Products are subject solely to the terms in the using data that is automatically collected by Xerox from the Equipment via electronic Negotiated Contract identified on the face of this Agreement,and,for any option you transmission from the Equipment to a secure off-site location. Examples of have selected that is not addressed in the Negotiated Contract,the then-current automatically transmitted data include product registration,meter read,supply level, standard Xerox terms for such option. Equipment configuration and settings,software version,and problem/fault code data. PRICING PLAN/OFFERING SELECTED: All such data shall be transmitted in a secure manner specified by Xerox. The 2.FIXED PRICING. If"Pricing Fixed for Term"is identified in Maintenance Plan automatic data transmission capability will not allow Xerox to read,view or download Features,the maintenance component of the Minimum Payment and Print Charges will the content of any Customer documents residing on or passing through the Equipment not increase during the initial Term of this Agreement. or Customer's information management systems. GENERAL TERMS&CONDITIONS: WS S85980 02/22/2013 21:15:38 Confidential-Copyright®2008 XEROX CORPORATION,All rights reserved Page 2 of 2 Lease Agreement xerox Customer: OPA LOCKA,CITY OF BillTo: CITY OF OPA LOCKA Install: CITY OF OPA LOCKA QOl-1/-4t)#3 ry ` 13"6 MC1r ATTN: FINANCE DEPT 12950 NW 42ND AVE P PL4 JOf363 DE-O421MC-r$1 PO BOX 540371 OPA LOCKA,FL 33054-4403 OPA LOCKA,FL 33054-0371 Tax ID#:. Negotiated Contract:072593200 Solution Product Description Agreement Information Trade Information Requested Rem Install Date 1.WC7775P(WORKCENTRE 7775) -Adv Finisher-2/3hole Lease Term: 60 months -Xerox WC7655P S/N VDR543676 2/28/2013 -Network Scanning Kit Purchase Option: FMV Trade-In as of Payment 69 -Customer Ed -Analyst Services Monthly Pricing Item Lease Print Charges Maintenance Plan Features Minimum Payment Meter Volume Band Per Print Rate 1.WC7775P $279.39 1:BW 1 -5,000 Included -Consumable Supplies Included for all prints 5,001+ $0.0060 -Pricing Fixed for Term 2:COLOR All Prints $0.0590 Total $279.39 Minimum Payments(Excluding Applicable Taxes) Authorized Signature Customer acknowledges receipt of the terms of this agreement Thank You for your business! which consists of 2 pages including this face page. This Agreement is proudly presented by Xerox and T Signer: Nelson Rodriguez Phone: (305)953-2945 Gleivys Sanchez ■OTA L (786)424-6475 U ACTtpy For information on your Xerox Account,go to E Signature: Date: www.xerox.comlAccountManagement WS K97304 02/22/2013 21:50:26 Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 1 of 2 Lease Agreement xerox Terms and Conditions INTRODUCTION: 3.REMOTE SERVICES.Certain models of Equipment are supported and serviced 1.NEGOTIATED CONTRACT. The Products are subject solely to the terms in the using data that is automatically collected by Xerox from the Equipment via electronic Negotiated Contract identified on the face of this Agreement,and,for any option you transmission from the Equipment to a secure off-site location. Examples of have selected that is not addressed in the Negotiated Contract,the then-current automatically transmitted data include product registration,meter read,supply level, standard Xerox terms for such option. Equipment configuration and settings,software version,and problem/fault code data. PRICING PLANIOFFERING SELECTED: All such data shall be transmitted in a secure manner specified by Xerox. The 2.FIXED PRICING. If"Pricing Fixed for Term"is identified in Maintenance Plan automatic data transmission capability will not allow Xerox to read,view or download Features,the maintenance component of the Minimum Payment and Print Charges will the content of any Customer documents residing on or passing through the Equipment not increase during the initial Term of this Agreement. or Customer's information management systems. GENERAL TERMS&CONDITIONS: WS K97304 02/22/2013 21:50:27 Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 2 of 2 Lease Agreement xe rox Customer: OPA LOCKA,CITY OF BillTo: CITY OF OPA LOCKA Install: CITY OF OPA LOCKA ATTN: FINANCE DEPT 4TH FLOOR ‘.7030C LLX 2-f(s PO BOX 540371 780 FISHERMAN ST _aaa� OPA LOCKA,FL 33054-0371 OPA LOCKA,FL 33054-3807 Tax ID#:. Negotiated Contract:072593200 Solution Product Description Agreement Information Trade Information Requested Item Install Date 1.WC7775P(WORKCENTRE 7775) -Adv Finisher-2/3hole Lease Term: 60 months -Xerox WC7655P S/N VDR542060 2/28/2013 -Network Scanning Kit Purchase Option: FMV Trade-In as of Payment 70 -Customer Ed -Xerox WC7132P S/N AYX982389 -Analyst Services Trade-In as of Payment 75 Monthly Pricing Item Lease Print Charges Maintenance Plan Features Minimum Payment Meter Volume Band Per Print Rate 1.WC7775P $279.39 1:BW 1 -5,000 Included -Consumable Supplies Included for all prints 5,001+ $0.0060 -Pricing Fixed for Term 2:COLOR All Prints $0.0590 Total $279.39 Minimum Payments(Excluding Applicable Taxes) Authorized Signature Customer acknowledges receipt of the terms of this agreement Thank You for your business! which consists of 2 pages including this face page. This Agreement is proudly presented by Xerox and T Signer: Nelson Rodriguez Phone: (305)953-2945 Gleivys Sanchez •UTA L 11 (786)424-6475 VAC1101ANTES ` For information on your Xerox Account,go to �_ * Signature: Date: www.xerox.com/AccountManagement WS K97298 02/2212013 21:37:45 Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 1 of 2 Lease Agreement xerox .' Terms and Conditions INTRODUCTION: 3.REMOTE SERVICES.Certain models of Equipment are supported and serviced 1.NEGOTIATED CONTRACT. The Products are subject solely to the terms in the using data that is automatically collected by Xerox from the Equipment via electronic Negotiated Contract identified on the face of this Agreement,and,for any option you transmission from the Equipment to a secure off-site location. Examples of have selected that is not addressed in the Negotiated Contract,the then-current automatically transmitted data include product registration,meter read,supply level, standard Xerox terms for such option. Equipment configuration and settings,software version,and problem/fault code data. PRICING PLAN/OFFERING SELECTED: All such data shall be transmitted in a secure manner specified by Xerox.The 2.FIXED PRICING. If"Pricing Fixed for Term"is identified in Maintenance Plan automatic data transmission capability will not allow Xerox to read,view or download Features,the maintenance component of the Minimum Payment and Print Charges will the content of any Customer documents residing on or passing through the Equipment not increase during the initial Term of this Agreement. or Customer's information management systems. GENERAL TERMS&CONDITIONS: WS K97298 02/2212013 21:37:45 Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 2 of 2 WorkCentre® 7775 Tabloid-size ,,r Color -,. •• Multifunction Printer is ) 47, 9cM. , , , : ... Xerox- WorkCentre 7775 Multifunction Printer Exceptionally efficient. Extra secure . Extremely easy. eas Y ,,„ , . xerox p) Productive, easier to use and secure The Xerox WorkCentre 7775 color multifunction printers thrive in document-intensive office environments where the workloads are demanding, security's a must, and ease-of-use and ease-of-management truly matter. Performance to increase productivity Why crowd the office with multiple devices when one can meet all your needs?The WorkCentre 7775 multifunction printers have the features you use everyday and the — power to be true multitaskers. —( —i" • Up to 75 ppm copy and print speeds. Enhance office productivity with full color at a speedy 50 <<< P Y ppm! •Fast scanning up to 80 ppm(50 ppm in color).Your department can swiftly scan, '; retrieve,electronically store and distribute ' documents. • Multiple users can simultaneously perform different tasks at the device ' —scan,copy,print,transmit faxes and manage the queue—a helpful feature in 1■I ,_._ maximizing business efficiency. •A wide range of finishing options are available.Short production runs can be efficiently handled inhouse,saving time m ` and money. Workflows that make your work easier Your processes simplified Xerox® Extensible Interface Platform® is software inside • Store scanned documents directly the WorkCentre 7775 multifunction printers that enable on the device for exact reprint later,while also retaining the personalized solutions you can access right from the flexibility to change document device touch screen. Engineered to easily adapt to the parameters before reprinting. •Scan to searchable PDF format for needs of any industry, these applications can leverage universal compatibility and easy your existing databases and meet your specific business archiving,organizing,searching and sharing. challenges. Possibilities include: •Scan to Mailbox stores files on the device's hard drive,where they can be printed and deleted or retrieved Healthcare Legal at a user's desktop. Streamline document routing, Maintain confidentiality,save time. •Scan to Home allows scanning to expedite collaboration.Create Legal professionals can quickly and preassigned"home"destinations personalized scan menus,retrieve securely scan documents to custom —such as an email address,net- scanned files,and route documents network locations—such as case- work folder or FTP directory—for to pre-assigned recipients,such as specific or attorney-specific folders— fast document routing at the push insurance companies and other with access and routing options of a button. practitioners,quickly and easily based on their user ID. • Improved scan export compression —all from your multifunction printer. (MRC,JBIG2)reduces traffic on the network and speeds your docu- ments to their destinations. Education IT Focus on teaching,not paperwork. IT professionals enjoy ease of Teachers can use a customized touch- integration.Managing applications screen interface to access course- 1 across a fleet of devices is easy.Make specific documents stored on the updates at the server level and those ma network—and quickly print them— changes become live on all EIP-devices directly from the multifunction printer. on the network,regardless of location or product model.eliminating the need to load software on each individual device. i Q r zl?r WorkCentre 7775 11111111111111111R v: S v. B . g-- PmA.y a `PIP GP i -.._. ___._........_ P•c �f I �No S�•i• � Easier from end to end Easy to manage �J "" Running complex jobs doesn't have to be compli- •Manage every device.Using Xerox° o cated.From the large touchscreen interface and CentreWare®Web,IT administrators can ,•F-� ; Saba bi-directional print drivers to simple job-based easily install,configure,manage,monitor _ 4. reporting and accounting tools,the WorkCentre and report on printers and multifunction =Y u 7775 multifunction printers are designed with devices across the network,regardless of P 9 ie-u-11-1.1,0 ....... manufacturer. I """° i '°"-"' I' reliability and ease of use in mind. MEN I oK i 1 I Easy to use • Smart eSolutions system simplifies ownership,with hands-free,hassle-free, Intuitive,bidirectional •User intervention is kept to a minimum. secure administration of Xerox devices for print drivers provide Two black toner cartridges means toner lasts automatic meter reads. easy access to all longer and can be replaced on the fly.And output functions. Smart Kit°technology ensures the device is •Xerox°Standard Accounting monitors kept up and running. not only the pages your office produces, but also who produced them.Manage • New,re engineered color touch screen access and gather data for print,copy,scan interface features bright,intuitive icons and and fax output—black-and-white and color. easy access to all major functions directly from the home screen. •Automatic Information Forwarding automatically enables the collection and •Green print features.Automatic earth sending of reports to Xerox for quicker friendly print settings allow for not only and better service. improved productivity but also for cost sav- ings and environmental sustainability. Options include default duplex,proof print, no banner,recycled paper and draft mode. . Securit y at all points How much would it cost your business if the security of critical, sensitive information became compromised? Are you at risk? °` ` � _ State-of-the-art security Advanced security features: We built in the latest network security features, •Network Authentication restricts access such as tight integration with email security systems,embedded fax functionality which to scan,email and network fax features by validating user names and passwords prior to isolates the fax system from other network func use.With Audit Log capabilities you'll know tions,and detailed remote management and who sent what and when. alerts through tools such as CentreWare Web. •Secure Print prevents unauthorized viewing IT managers will appreciate the ability to create by holding jobs in the queue until a PIN is an authentication system that not only restricts entered,releasing documents to print.Secure access to scanning,email and output from Print job submission utilizes IPsec. the device,but also provides an audit trail of •Image Overwrite eradicates data by over- accountability for all device users. writing the disk surface with patterns of data. • Embedded Fax prevents unauthorized device access via the fax subsystem.There is com- plete separation of the fax telephone line and Safeguard your the network connection. information • Device Access Password Protection ensures The WorkCentre 7775 color multi- administrative set-up screen and remote function printers incorporate some network settings cannot be viewed or altered of the strongest security features without authentication. in the industry,ensuring that your •IP Address Restriction(IP Filtering)controls document production workflow, communications with specific network clients. often overlooked in security checks, Operates in IPv4 and IPv6 environments. is well-protected. •Secure Scan transmits files using HTTPS(SSL). •Secure Device Administration with HTTPS is enabled through CentreWare. •802.1X Port Based Network Access Control ensures that devices that are connected to the network have the proper authorization. •Secure Access Unified ID System enables users to log-in at the device with their mag- netic or proximity ID card for secure access to functions that need to be tracked for account- ing or regulatory requirements. . Color: in - house and under control Add the impact of color and take advantage of tools that let you choose when, where and how much color your business needs. j ■ a o ■ ® c Color used strategically I •,.. •....■..... ■•.° "�`°`.mR�°'"�`" • Nothing gets noticed like color. j Iry ler A Paper input Paper output O 0 250-sheet Duplex Automatic Document Feeder Multiple finishing options let you choose the quickly processes single-or double-sided originals. capabilities that are right for individual workgroups. 250-sheet bypass Tray adjusts for custom sizes MI up to 13 x 19 in. —rrr Two 500-sheet trays are adjustable up to 11 x 17 in. O 2,010-sheet letter-size tandem tray. WorkCentre®7775 ��� Print/Copy/Scan/Fax/Email Q Quick Facts 2,000-sheet High-Capacity Feeder(optional)can 13 x 19 in. •increase total capacity to 5,260 sheets. Print up to 75 ppm black-and-white, 50 ppm color • True 2400 x 2400 dpi 50 ppm color • Up to 300,000 pages/month duty cycle • 5,260-sheet maximum paper capacity • High impact color with extensive WxDxH: control and accounting features 62 x 36.3 x 57 in. • Security features for demanding 1,574 x 921 x 1,460 mm office environments . WorkCentre® 7775 hao® a®® Convenience Stapler o _„ .. : ► 40 .�t, Offset Catch Tray High-Capacity Advanced Professional Light Production Feeder ' Base Unit • ' Finisher • -• Finisher Finisher WorkCentre 7775 Speed Up to 75 ppm black-and-white/50 ppm color Duty Cycle 300,000 pages/month System Memory 2 GB,160 GB Hard drive Paper Handling Paper input Standard Duplex Automatic Document Feeder.250 sheets Trays 1-2:500 sheets each;Size:Standard selectable sizes up to 11 x 17 in./A3 Tray 3:870 sheets;Size:8.5 x 11 in./A4 Tray 4:1,140 sheets;Size:8.5 x 11 in./A4 Bypass Tray(Tray 5):250 sheets;Size:Custom sizes up to 13 x 19 in./SRA3;Total:3,260 sheets Optional High Capacity Feeder.2,000 sheets;Size:8.5 x 11 in./A4;Total:5,260 sheets Paper output Optional Offset Catch Tray(OCT):500 sheets Advanced Finisher:500-sheet top tray,3,000-sheet stacker tray,2/3-hole punching and 50-sheet multiposition stapling Professional Finisher with Booklet Maker.500-sheet top tray,1,500-sheet stacker tray,2/3-hole punching,50-sheet multiposition stapling, saddle-stitch booklet maker,bi-folding Light Production Finisher.500-sheet top tray,2,000-sheet stacker tray,hole punching,100-sheet multiposition stapling,saddle-stitch booklet maker,bi-folding, 200-sheet post-process interposer Convenience Stapler.50-sheet stapling Copy First-page-out-time As fast as 5.5 seconds black-and-white/8.9 seconds color Resolution(max) 2400 x 2400 dpi Copy features Automatic two-sided,auto reduction and enlargement(25%-400%),auto paper select,auto tray switching,mixed-sized originals,booklet creation, image quality enhancements,Build Job,book copying/two-sided book copying,auto color selection,transparencies,booklet creation,multi-up, invert image,covers,annotation and Bates'stamping(with color capability),inserts and tab copying,sample set and job storage,heavy-weight paper Print Processor/PDL Support 1.33 GHz Freescale Processor/PCL®Sc,PCL 6 emulation,Adobe®PostScript®3'",PDF v1.6 Connectivity 10/100/1000Base-TX Ethernet Resolution 2400 x 2400 dpi Print features Delay,Sample and Secure Print,simultaneous rip,receive,Program Ahead,queue-process and transmit,Bi-directional print drivers, Page-level programming,Tab printing,Embedded Web Server for remote control/monitor/setup,Job monitoring at device and at desktop Fax Optional Walk-up Fax(one-line and two-line options),LAN Fax,Internet Fax,Network Server Fax,Fax Forward to Email Scan Optional Network scanning,Scan to email,Scan to PC Desktop®,Scan to Mailbox,Scan to searchable PDF,PDF/A and XPS® Other Options Foreign Device Interface,Xerox®Copier Assistant®,Xerox®Secure Access Unified ID System®,Fiery Network Server,Work Surface,Unicode Printing Security Fax Security,Secure Print,Audit Log,Secure Workflows,802.1X,SNMP V3,Network Authentication,Device Access Password Protection, IP Filtering,Disk Image Overwrite Accounting Xerox Standard Accounting(Copy,Print,Scan,Fax,Email),Additional Job Based Accounting Options available ar. • t/. EcoLogo ( E e cL US Adobe'Pori5airr Multifunction Device CCD-035 SMIZI For more information,call 1-800-ASK-XEROX or visit us at www.xerox.com/office 02012 Xerox Corporation.All rights reserved.XEROX®,XEROX and Design®.CentreWare®,WorkCentre®,Scan to PC Desktop®.Walk-Up®and Smart Xe IIX ‘77)� ® Kit®are trademarks or registered trademarks of Xerox Corporation in the United States and other countries.Adobe®and PostScript®3"'are trademarks ^ or registered trademarks of Adobe.Inc.XPS®is a register trademark of Microsoft Corporation.PCL®is a registered trademark of Hewlett-Packard.As an ENERGY STAR®partner.Xerox Corporation has determined that these products meet the ENERGY STAR guidelines for energy efficiency.The ENERGY STAR name and logo are registered U.S.trademarks.Terra Choice Environmental Services,Inc.,of Canada has verified that these products conform to all applicable Environmental Choice EcoLogo requirements for minimized impact to the environment.The information in this brochure is subject to change without notice.Updated 8/12 610P729984H W77BR-01 UI SCHOOL BOARD OF MARION COUNTY, FL CONTRACTUAL AGREEMENT for Multifunction Copier Fleet. Coterminous Agreement THIS AGREEMENT, made and entered into this 11th day of October 2011 by and between the SCHOOL BOARD OF MARION COUNTY, a school district within the State of Florida, (hereinafter called the 'School Board"), and XEROX CORPORATION, (F.E.I.D. #160468020) of 45 Glover Avenue, Norwalk, Connecticut, (hereinafter referred as 'Contractor"), authorized to conduct business in the State of Florida, agree to as follows: 1. TERM OF CONTRACT a. The 'Initial Term' of this Agreement will commence October 1, 2011 . If needed, the contract will be extended beyond the contract expiration date. All prices shall be firm as stated for the term of this contract. b. Equipment acquired under the Refinancing or Rental Options will expire on June 30,2014 regardless of the installation date. c. Equipment acquired under individual equipment agreements will expire based on the installation commitment included in the individual Equipment Lease Agreement/Order. In the event this Agreement expires, individual equipment lease placements will continue until their scheduled expiration date, and continue to be governed by the terms of this Agreement and those included in the individual equipment Lease Order. d. Renewal. Following the Initial Term, this Agreement ("Initial Term') will renew automatically on a month-to-month basis on the same terms and conditions. During this renewal period, either party may terminate upon not less than a 30-day period. 2. PRICING a. This contract terms and pricing may be extended to other governmental agencies. 3. ORDER DOCUMENTS a. Contractor may accept this Agreement or any Order under the Agreement either by School Board's signature of a Contractor order document or by a School Board signed purchase order. b. School Board will issue documents that School Board or Contractor require for acquisitions under this Agreement, including purchase orders and September 20,2011 1 Contractor's standard form 'Order Document(s)' for order entry purposes only specifying School Board's requested shipment date, installation site, quantities, bill-to address and product description, including any Trade-in Equipment. Regardless of the form, the Order Documents must reference that Master Agreement contract number. Notwithstanding anything contained in any Order Document which is a variance with or additional to this Agreement, Order Documents will incorporate and be subject solely to the terms and conditions of this Agreement, except for standard Contractor agreement terms and conditions related to options selected by School Board. c. Upon acceptance by Contractor, the Order Document creates an individual Equipment Agreement for the Products identified under this Agreement. d. For initial orders, pricing for any order taken and converted 30 days after the Agreement effective date will be at the rates provided in Contractor's Request for Sealed Rely_ e. For subsequent orders, Contractor will provide a separate monthly lease price beginning with any equipment that is ordered/converted on or after the 314 day of the Agreement's effective date. 4. PAYMENT a. All payments are due within 30 days of the invoice date. Restrictive covenants on payment instruments will not reduce School Board's obligations. 5. ASSIGNMENT OF CONTRACT AND/OR PAYMENT a. Contractor shall not enter into subcontracts, or assign, transfer, convey, sublet, or otherwise dispose of the ensuing contract, or any or all of its right, title or interest herein, or its power to execute such contract to any person, company, or corporation without prior written consent of the School Board. b. Contractor routinely assigns its leases to a wholly owned subsidiary of Contractor. Such assignment will be transparent to the School Board. Although the assignee will have all of the Agreement rights, Contractor will continue to be responsible for the provision of maintenance services and all other contractual obligations, with all payments continuing to be made to Contractor. Any assignment of the maintenance services will require the School Board's prior written consent. 6. AGREEMENT a. This contract will constitute the complete agreement between Contractor and the School Board for services as described and specifically incorporates the mutually agreed terms contained in the School Board's Request For Sealed Proposal, and this document. b. Notwithstanding the foregoing, Contractor agrees to the following: September 20,2011 2 i. Contractor may accept the Agreement or any Order under the Agreement either by School Board's signature on a Contractor order document or by a School Board signed purchase order. ii. School Board will issue documents that School Board or Contractor require for acquisitions under the Agreement, including purchase orders and Contractor's standard form "Order Document(s)" for order entry purposes only, specifying School Board's requested shipment date, installation site, quantities, bill- to address and product description, including any Trade-In Equipment. Regardless of the form, the Order Documents must reference the Master Agreement contract number. Notwithstanding anything contained in any Order Document which is at variance with or additional to this Agreement, Order Documents will incorporate and be subject solely to the terms and conditions of this Agreement, except for standard Contractor Agreement terms and conditions related to options selected by School Board. iii. Upon acceptance by Contractor, the Order Document creates an Individual Equipment Agreement for the Products identified under this Agreement. c. Each party may retain a reproduction (e.g., electronic image, photocopy, and facsimile) of this Agreement and each order under the Agreement, which will be admissible in any action to enforce it. 7. CANCELLATION OF AWARD/TERMINATION/FUNDING OUT, a. Termination for Cause: In the event any of the provisions of this Contract are violated by Contractor, the Superintendent or designee will give written notice to Contractor stating the deficiencies and unless the deficiencies are corrected within thirty (30) days, recommendation will be made to the School Board for immediate cancellation of the affected non-performing equipment or service. Subject to documented and continuing non-performance of equipment or service will be resolved by a "cure" process indicating deficiencies in equipment performance and service. Documentation for establishing corrective measures and validation for the required improvements shall be met within ten (10) days after initiating the cure process. Failure to provide improvements for reported system wide equipment and or service issues after the cure process will subject the contract to cancellation. Upon cancellation hereunder, the School Board may pursue any and all legal remedies as provided herein and by law. Contractor will have the option to terminate the contract upon written notice to the Director of Purchasing. Such notice must be received at least 90 days prior to the effective date of termination. Cancellation of the contract by Contractor may result in removal from the vendor list or the inability to do September 20, 2011 3 business with the School Board for a period of three years. b. Termination for Convenience. Florida School Laws (Section 1011.14, Florida Statutes) prohibit School Boards from creating obligations on anticipation of budgeted revenues from one fiscal year to another without year-to-year extension provisions in the agreements. Such prior written notice will state: That the lack of appropriated funds is the reason for termination, and Agreement not to replace the services being terminated with services similar to those covered in this contract from another vendor in the succeeding funding period. "This written notification will thereafter release the School Board of all further obligations in anyway related to the services covered herein? The Funding Out statement must be included as part of any agreement. No agreement will be considered that does not include this provision for"Funding Out." The Contractor recognizes the School Board's right to terminate the Agreement for its convenience due to a change in its business needs. However, the Contractor offer is based on a firm equipment installation commitment as stated in the individual equipment order, and cannot be terminated except for fiscal year funds non-appropriation or uncured Contractor default. In order to terminate the Agreement due to funding non-appropriation, Contractor requires that the School Board send Contractor written notice, within 30-days of its governing body's decision not to appropriate funds, stating that the School Board's governing body failed to appropriate funds. The notice must indicate that the decision to cancel the Agreement was not initiated by any individual involved in the Agreement's management or execution. In addition, the School Board will be required to return the Equipment to Contractor. The School Board will then be released from its obligation to make any further payments beyond those through the end of the last fiscal year for which funds have been appropriated. In order to terminate the Agreement due to Contractor's performance failure, the School Board must notify the Contractor in writing of the specific performance failure and provide Contractor 30-calendar days to correct the performance shortfall. The School Board can terminate the Agreement or affected equipment placement without penalty if the performance failure is not corrected to the contracted specification within the 30-day period. Cancellation for any other reason will result in a liquidated damages charge equal to the equipment's remaining principal balance, discounted at four September 20,2011 4 percent(4%)per annum. c. Total Satisfaction Guarantee. "SP Equipment"means any iGen3, iGen4, and Contractor Continuous Feed Equipment. Except for SP Equipment identified as Previously Installed', if, during any 90 day period, the performance of SP Equipment delivered under this Agreement is not at least substantially consistent with the performance expectations outlined in the SP Equipment's School Board Expectations Document("Expectations Document"), Contractor will, at School Board's request, replace the SP Equipment without charge with identical SP Equipment or, at Contractor's option, with Contractor equipment with comparable features and capabilities. The SP Equipment Guarantee does not apply during the first 180 days after installation and will expire 3 years after the Installation Date, unless the SP Equipment is being financed under this Agreement for more than 3 years, in which event it will expire at the end of the initial Term of the subject Installment Purchase, Rental, or Lease Individual Equipment Agreement. This SP Equipment Guarantee applies only to SP Equipment that has been (i) continuously maintained by Contractor under a Contractor maintenance agreement, and (ii)operated at all times in accordance with the Expectations Document. "Non-SP Equipment" means any Equipment other than SP Equipment. If School Board is not totally satisfied with any Non-SP Equipment delivered under an Individual Equipment Agreement under this Agreement, Contractor will, at School Board's request, replace it without charge with identical Non- SP Equipment or, at the option of Contractor, with Contractor equipment with comparable features and capabilities. The Non-SP Equipment Guarantee applies only to Non-SP Equipment that has been continuously maintained by Contractor under a Contractor maintenance agreement. For "Previously Installed" Non-SP Equipment, the Non-SP Equipment Guarantee is effective for one (1) year after the Installation Date. For all other Non-SP Equipment, the Non-SP Equipment Guarantee is effective for 3 years after the Installation Date, unless the Non-SP Equipment is being acquired under an Installment Purchase, Rental or Lease Individual Equipment Agreement with an initial Term of more than 3 years, in which event it will expire at the end of the initial Term of the subject Installment Purchase, Rental or Lease Individual Equipment Agreement. The SP Equipment Guarantee and Non-SP Equipment Guarantee replace and supersede any other guarantee from Contractor, whether made orally or in writing, styled a "Total Satisfaction Guarantee", "Satisfaction Guarantee" or otherwise covering the subject matter set forth above. 8. DEFAULT a. In the event that Contractor should breach this contract, the School Board reserves the right to seek remedies in law and/or in equity. 9. BREAK/FIX SUPPORT a. Contractor's response time objective is to return all service call within one hour and to arrive on-site within 6 hours on average if the problem cannot be September 20,2011 5 resolved over the phone. Calls can be placed toll free 24-hours per day, 7 days per week, and 365 days a year. During standard business hours (8 A.M. to 5 P.M., Monday through Friday), all service calls will be directed to Contractor's Service Welcome Center where service personnel will attempt to resolve the issue over the phone through on-line diagnostics. If the problem cannot be resolved over the phone, the representative will provide the caller with the technician's estimated time of arrival. The Service Technician will contact the caller on his way to the call to discuss the problem and determine if he has the appropriate parts, or if the estimated time of arrival will not be met, which is targeted to be within 6 business hours of the School Board's initial call. Evening, weekend, and holiday phone service is also available. On-site evening, weekend, and holiday service support can also be prearranged or may be available based on evening resource availability. The 24x7-call center and business hour technical support is included in Contractor's contract offering. The after hour, weekend, and holiday on-site technical support is available at Contractor's then current overtime rate. b. Product Replacement Guarantee. Contractor will guarantee equipment availability throughout the contracted order-taking term. If a product is discontinued during the Agreement term, Contractor will replace the discontinued model with a model of equal or greater capabilities at the same contract price. c. Equipment Commencement & Installation Dates. The Initial Term of an Order that includes Equipment will commence on the `Installation Date,' which means: (a) for Equipment installed by Contractor, the date Contractor determines the Equipment to be operating satisfactorily and is available for School Board's use, as demonstrated by successful completion of diagnostic routines; and (b)for Equipment designated as'School Board Installable,'the Equipment delivery date. d. Delivery and Removal. Equipment prices indude standard delivery charges for all Equipment and, for Equipment for which Contractor retains ownership, standard removal charges. Non-standard delivery or removal will be at the School Board's expense. e. Relocation. Until School Board has paid in full under a Purchase or Installment Purchase or while Equipment is subject to a Lease or Rental all Equipment relocations must be arranged, or approved in advance, by Contractor. The relocation will be at School Board's expense and while the Equipment is being relocated, School Board remains responsible to make all payment sunder the applicable Order. f. Trade-In Equipment. School Board warrants that School Board has the right to transfer title to the equipment School Board is trading in as part of an Order ('Trade-In Equipment"), and that the Trade-In Equipment is in good working order and has not been modified from its original configuration (other than by Contractor). Title and risk of loss to the Trade-In Equipment will pass to Contractor when Contractor removes if from the School Board's premises. School Board will maintain the Trade-In Equipment at its present site and in September 20,2011 6 substantially its present condition until removed by Contractor. School Board will pay all accrued charges for the Trade-In Equipment (up to and including payment of the final principal payment number) and all applicable maintenance, administrative, supply and finance charges until Contractor removes the Trade-In Equipment from School Board's premises. g. Competitive Replacement. If you are acquiring Contractor-brand Products to replace a Product identified as a Competitive Replacement Product("CRP"), you agree to return the CRP Equipment to your lessor no later than 60 days following the installation of the Contractor Product. Upon request, you will provide Contractor with documentation of the Equipment's return. 10. MAINTENANCE -a. Basic Services. Maintenance Services will be provided during Contractor's standard working hours, 8 A.M. to 5 P.M., Monday through Friday. Maintenance Services excludes repairs due to: (a) misuse, neglect or abuse; (b)failure of the installation site or the PC or workstation used with the Equipment to comply with Contractor's published specifications; (c) use of options, accessories or products not serviced by Contractor, (d) non-Contractor alterations, relocation, service or supplies; or(e) failure to perform operator maintenance procedures identified in operator manuals. b. Replacement Parts. Replacement parts may be new, reprocessed or recovered and all replaced parts become Contractor's property. c. School Board Training and Analyst Services. Initial School Board Training and Analyst Services are included in the pricing. d. Cartridges. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured, or reprocessed. Remanufactured and reprocessed Cartridges meet Contractor's new Cartridge performance standards and contain new and/or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. e. Consumable Supplies. If "Consumable Supplies" is identified in Maintenance Plan Features, Maintenance Services will include black toner and/or solid ink and color toner, and/or solid ink, if applicable ("Consumable Supplies"). Highlight color toner, clear toner, and custom color toner are excluded. Consumable Supplies are Contractor's property until used by School Board, and School Board will use them only with the Equipment for which 'Consumable Supplies' is identified in Maintenance Plan Features. If Consumables Supplies are furnished with recycling information, School Board will return the used item, at Contractor's expense, for remanufacturing. Shipping information is available at Xerox.com/GWA. Upon expiration of this Agreement, School Board will include any unused Consumable Supplies with the Equipment for return to Contractor at the time of removal. If School Board's use of Consumable Supplies exceeds Contractor's published yield by more than 10%, Contractor will notify School Board of such excess usage. If such excess usage does not cease within 30 days after such notice, Contractor may charge School Board for such excess usage. For the avoidance of doubt, Contractor's yields are based on prints, impressions, linear fleet, or copies containing the normal mix of test and graphics September 20,2011 7 to determine the expected yield of Consumable Supplies under normal operating conditions. Upon request, School Board will provide current meter reads and/or an inventory of Consumable Supplies in its possession. f. Meter Reads. School Board will provide meter reads using the method and frequency identified by Contractor. If School Board does not provide a meter reading, Contractor may reasonably estimate the reading and bill School Board accordingly. g. Replacement. Contractor will, as School Board's exclusive remedy for Contractor's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Contractor's option, another model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the Equipment's initial Term. h. End of Service. Contractor has no obligation to maintain or replace Equipment beyond the End of Service for that particular model of Equipment. End of Service means the date announced by Contractor after which Contractor will no longer offer maintenance services for a particular Equipment model. 11. REMOTE SERVICES a. Remote Services. Certain models of Equipment are supported and serviced using data that is automatically collected by Contractor from the Equipment via electronic transmission from the Equipment to a secure off-site location. Examples of automatically transmitted data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. All such data will be transmitted in a secure manner specified by Contractor. The automatic data transmission capability will not allow Contractor to read, view, or download any School Board data, documents, or other information residing on or passing through the Equipment or School Board's information management systems. 12. LEGAL REQUIREMENTS a. It shall be the responsibility of Contractor to be knowledgeable of all federal, state, county and local laws, ordinances, rules and regulations and School Board Policy that in any manner affect the items covered herein which may apply. Specifically, Contractor is to adhere to School Board Policies, pursuant to the following, with respect to any criminal arrests and convictions, and is on notice thereto that any employees involved in any Chapter 435, Florida Statutes offenses are precluded from continuing to work on the project and must be replaced. Failure to comply may result in the immediate termination of this contract at the sole discretion of the School Board. Lack of knowledge by Contractor will in no way be a cause for relief from responsibility. b. Contractor, while doing business with the School Board, is prohibited from discriminating against any employee, applicant, or client because of race, creed, color, national origin, religion, sex or age with regard to but not limited to the following: employment practices, rates of pay or other compensation methods, and training selection. The authorized corporate officer signing this Contract agrees that employee background investigations will be adhered to in September 20,2011 8 accordance with Florida Statutes 1012.32. 13. FEDERAL AND STATE TAX a. The School Board is exempt from federal and state taxes for tangible personal property. The Purchasing Department Coordinator will sign an exemption certificate submitted by Contractor. Contractor, while doing business with the School Board, will not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the School Board, nor will Contractor be authorized to use the School Board's Tax Exemption Number in securing such materials. 14. INSURANCE REQUIREMENTS a. Original Certificates of Insurance meeting the specific required provision specified within this contract shall be forwarded to the School Board of Marion County's Purchasing Department at 506 SE 3"d Ave, Ocala, FL 34471. Renewal certificates must be forwarded to the same department prior to the policy renewal date. Thirty days written notice must be provided to the School Board of Marion County via certified mail in the event of cancellation. The notice must be sent to the Purchasing Department Contractor shall provide complete copies of any insurance policy for required coverage within seven days of the date of request by the Purchasing Department, but in any respect, at least 30 days prior to the commencement of any term. b. Proof of the following insurance will be furnished by Contractor to the School Board of Marion County by Certificate of Insurance.All insurance must be issued by a company or companies approved by the School Board. Workers' Compensation: Contractor must comply with FSS 440, Workers' Compensation and Employees' Liability Insurance with minimum statutory limits. Part One: "Statutory" Part Two: $1,000,000 Each Accident; $1,000,000 Disease- Policy Limit; 1,000,000 Disease-Each Employee Commercial General Liability: Contractor shall procure and maintain, for the life of this contract, Commercial General Liability Insurance. This policy shall provide coverage for death, bodily injury, personal injury, products and completed operations liability and property damage that could arise directly or indirectly from the performance of this contract. It must be an occurrence form policy. THE SCHOOL BOARD OF MARION COUNTY SHALL BE NAMED AS AN ADDITIONAL INSURED ON THE CERTIFICATE AND AN ENDORSEMENT FOR ADDITIONAL INSURED PROVIDED FOR COMMERCIAL GENERAL LIABILITY INSURANCE. The minimum limits of coverage shall be$1,000,000 per occurrence, Combined, Single Limit for Bodily Injury Liability and Property Damage Liability. Business Automobile Liability: Contractor shall procure and maintain Automobile Insurance for the life of this contract. THE SCHOOL BOARD OF MARION COUNTY SHALL BE NAMED AS ADDITIONAL INSURED ON THE September 20,2011 9 CERTIFICATE AND AN ENDORSEMENT FOR ADDITIONAL INSURED PROVIDED FOR BUSINESS AUTOMOBILE LIABILITY INSURANCE. The minimum limits of coverage shall be $1,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" form policy. The insurance must be an occurrence form policy. The insurance agent must provide a copy of an endorsement indicating the School Board of Marion County is an additional insured. Professional Liability: The Contractor shall procure and maintain Professional Liability Insurance for the life of this contract/agreement, plus two years after completion. This insurance shall provide coverage against such liability resulting from this contract. The minimum limits of coverage shall be $1,000,000 with a deductible not to exceed $25,000. The deductible shall be the responsibility of the insured. Professional liability policies shall include an endorsement whereby the awarded Contractor holds harmless the Marion County School Board and each officer, agent and employee of the Marion County School Board against all claims, against any of them, for personal injury or wrongful death or property damage arising out of the negligent performance of professional services or caused by an error, omission or negligent act of the awarded Contractor or anyone employed by the awarded Contractor. Please ensure the Certificate Holder is listed as: School Board of Marion County, Florida Purchasing Department 506 SE 3m Avenue Ocala, Florida 34471 15. FUNDING a. School Board represents and warrants that all payments due and to become due during the School Board's current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the lease / purchase of the Products, and it is the School Board's intent to use the Products for the entire lease term and to make all payments required under this Agreement or an Order. If (1) through no action initiated by School Board, School Board's governing body does not appropriate funds for the continuation of this Agreement or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, this Agreement or the Order may be terminated. To effect this termination, School Board must, 30 days prior to the beginning of the fiscal year for which School Board's governing body does not appropriate funds for the upcoming fiscal year, notify Contractor that School Board's governing body failed to appropriate funds and that School Board has made the required effort to find an assignee. School Board agrees to release the Equipment to Contractor and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. School Board will then be released from any further payments obligations beyond those payments due for the current fiscal year. September 20,2011 10 16. WARRANTY DISCLAIMER&WAIVERS a. CONTRACTOR DISCLAIMS THE IMPLIED WARRANTIES OF NON- INFRINGMENT AND FITNESS FOR A PARTICULAR PURPOSE. 17. LIMITATION OF LIABILITY a. Except for personal injury (including death), property damage, or intellectual property indemnity indemnification obligations set forth in this Agreement, Contractor will not be liable to School Board for any direct damages relating to this Agreement or any Order written hereunder in excess of the sum of the amounts paid and to be paid during the Initial Term of the applicable Order. 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 or any Order written hereunder, whether the claim alleges tortious conduct (including negligence)or any other legal theory. 18. FORCE MAJEURE a. Contractor will not be liable to School Board during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control. Contractor will notify School Board if such a circumstance occurs. 19. INDEMNIFICATION/HOLD HARMLESS AGREEMENT a. Contractor indemnifies the School Board from any and all liability, loss or damage the School Board may suffer as a result of any claim, demand, cost, or judgment against it, related directly or indirectly to the performance of Contractor's obligations under the terms of this Contract. Said indemnity includes, but is not limited to, interest, court costs and attorneys fees incurred by the School Board as a result of any action brought against it, as well as all attorneys fees, court costs and any other costs incurred by the School Board in establishing the right to indemnification and collecting any judgment against Contractor. Contractor further agrees the School Board's right to indemnification will not be denied or restricted due to any act or omission on the part of the School Board. The School Board agrees to notify Contractor in writing within ten (10) days of receipt of any notice of any action against the School Board pertaining to this matter. Such notice will be by certified mail, return receipt requested, or by overnight courier. A notification will be deemed given on the date such notice is postmarked regardless of whether Contractor actually received said notification. Contractor further agrees in the event the court denies or reduces compensation to, or reimbursement of the School Board, Contractor will provide the School Board with the full amount of compensation or reimbursement requested in its statement of services. b. Intellectual Property Rights. Contractor agrees that it will indemnify the School Board from all copyright and patent information included in the Contractor- branded equipment/software. However, Contractor will not indemnify the School Board, its officers, employees, volunteers, and agents for any infringement September 20,2011 11 caused by complying with the School Board's requirement to use, or the School Board's use of, the Contractor-branded/supplied equipment with equipment or software not provided by Contractor. To avoid infringement, Contractor may modify or substitute an equivalent Contractor-brand Product, refund the price paid for the Contractor-brand Product (less the reasonable rental value for the period it was available to the School Board), or obtain any necessary licenses. 20. LIQUIDATED DAMAGES a. Contractor agrees that it will be responsible for any additional costs incurred by the School Board if Contractor fails to deliver the requested product(s) or service(s), providing the School Board notify Contractor in writing of the performance failure and provides Contractor 30 days to correct the performance failure. If the performance shortfall is not corrected to the contracted specification within the agreed upon timeframe Contractor will either issue a check or issue a separate credit invoice to offset any non-Monthly Minimum Charge. Pending correction of the failure, the School Board is expected to pay all undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute at any time. 21. EQUIPMENT DELIVERY AND REMOVAL a. The Contractor offer includes all expenses associated with the equipment's freight, its shipment to and removal from the School Board's delivery dock, and its inside delivery/removal, excluding any unique delivery or removal expenses. The School Board will be responsible for any non-standard inside delivery or removal expenses, such as the additional time or resources required to disassemble the equipment due to the lack of adequate facility access or the movement of the equipment up/down stairways using stair creepers. If any excess rigging is required, Contractor will include the details and associated costs with the individual equipment proposal prior to performing the actual service. With every Contractor order, setup and training are included. 22. BACKGROUND SCREENING REQUIREMENTS a. The School Board is committed to the education and safety of its students and employees. To that end, Contractor will be required to assure that the personnel assigned to any project on School Board property, do not possess criminal records that would violate the School Board's standards for employment as set forth by the Florida Department of Education. 23. FINGERPRINTING a. Contractor agrees that as a condition of entering into this contract, pursuant to §1012.32 and §1012.465 Florida Statutes, any person entering school grounds or having direct contact with students on behalf of Contractor must meet Level 2 screening requirements as described in §1012.32, Florida Statutes. Screening will be at Contractor's expense and must be completed and credentials issued by the School Board prior to the screened individual having access to students or to the school grounds. September 20,2011 12 24. PRESS RELEASES AND PUBLICITY a. Contractor shall make no announcements or news releases pertaining to its award of this contract; its representatives or agents without authorization from the Purchasing Department. 25. LATE CHARGES AND DEFAULT a. Late Charge. If a payment is not received by Contractor within 10-days after the due date (40 days after the invoice date), Contractor may charge, and School Board will pay, a late interest charge as allowed under Florida law. b. Default. School Board will be in default under an Order if Contractor does not receive any payment within 15 days after the date it is due (45-days after the invoice date) or School Board breaches any other obligation under this Agreement, any Order. School Board will pay all reasonable costs, including attorneys'fees, incurred by Contractor to enforce this Agreement or any Order. 26. POSSESSION OF FIREARMS/DRUG FREE WORKPLACE a. Possession of firearms will not be tolerated on School Board property; nor will violations of Federal and State laws and any applicable School Board policy regarding Drug Free Workplace be tolerated. Violations will be subject to the immediate termination provision heretofore stated in the Cancellation/ Termination section of this contract. b. "Firearm" means any weapon (including a starter gun or antique firearm) which will, is designed to, or may readily be converted to expel a projectile by the action of an explosive; the frame or receiver of any such weapon; any destructive device; or any machine gun. c. No person who has a firearm in their vehicle may park their vehicle on School Board property. Furthermore, no person may possess or bring a firearm on School Board property. d. If any employee of Contractor or a sub-contractor is found to have brought a firearm on School Board property, said employee will be terminated from the School Board project by Contractor or by sub-contractor. If the sub-contractor fails to terminate said employee, the sub-contractor's agreement with Contractor for the School Board project shall be terminated. If Contractor fails to terminate said employee or fails to terminate the agreement with the sub-contractor who fails to terminate said employee, then Contractor's agreement with the School Board shall be terminated. 27. PUBLIC ENTITY CRIMES a. Contractor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any State or Federal department/agency. September 20,2011 13 28. PUBLIC RECORDS LAW a. All contract documents or other materials submitted by Contractor will be open for inspection by any person and in accord with Chapter 119, Florida Statutes. 29. PERMITS AND LICENSES a. Contractor will be responsible for obtaining any necessary permits and licenses and will comply with laws, rules, and regulations whether state or federal and with all local codes and ordinances without additional cost to the School Board. 30. INTELLECTUAL PROPERTY RIGHTS a. Contractor will indemnify and hold harmless the School Board from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or un-patented invention, process, article or work manufactured or used in the performance of the contract, including its use by the School Board. If Contractor uses any design, device, materials or works covered by letters, service mark, and trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the contract prices will include all royalties of costs arising from the use of such design, device, or materials in any way involved in the work. This article will survive the termination of any contract with the School Board. 31. ENFORCEMENT a. All the terms and provisions of this Contract whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, heirs, estate, successors and permitted assigns. 32. ATTORNEY'S FEES a. If any legal action or other proceeding, including arbitration, is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses even if not taxable as court costs, incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. Any legal action will be governed under the laws of the State of Florida and will be heard in a Florida court. 33. COUNTERPARTS a. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. September 20,2011 14 34. SURVIVAL OF COVENANT a. All covenants, agreements, representations and warranties made herein or otherwise made in writing by any party pursuant hereto shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby. 35. REMEDIES a. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power,or remedy hereunder shall preclude any other or further exercise thereof. 36. SEVERABILITY CLAUSE a. Provisions contained in this agreement which are contrary to, prohibited by or invalid under applicable laws or regulations shall be deemed omitted from this document and shall not invalidate the remaining provisions thereof. 37. NOTICES a. Any notices provided for under this Contract shall be in writing and shall be sent by certified mail,addressed as follows: If to Marion County School Board: School Board of Marion County 506 S.E. 3'ti Avenue Ocala, FL 34471 Attention: Purchasing Department If to Contractor. Xerox Corporation 45 Glover Avenue Norwalk, CT 06856-4505 Xerox Authorized Anent: Precision Office Systems Robert DeMarco 416 SW 13th Street Ocala, Florida 34471 38. INCORPORATION OF PROPOSAL a. This Agreement incorporates Contractor's June 1, 2011 Proposal responding to the Marion County School Board's Request for Sealed Bid for Multifunction Copier Fleet, Coterminous Agreement(#3359JL) September 20,2011 15 39. AMENDMENTS a. No variation or modification of this Contract and no waiver of its provisions shall be valid unless done so in writing sent by certified mail to either party, and signed by an officer of Contractor and a duly authorized representative of the School Board of Marion County. 40. WAIVER a. Failure by the School Board of Marion County to insist on strict compliance with any terms of this Contract shall not result in a waiver or modification of said terms. 41. GOVERNING LAWS The laws of the State of Florida shall govern this Contract. 42. DATA SECURITY a. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability, and use of data security features are solely School Board's responsibility. Upon request, Contractor will provide additional information to School Board regarding the security features available for particular Equipment models. 43. GENERAL TERMS a. Products" means Contractor-brand equipment ("Equipment"), Software, Consumable Supplies and Maintenance Services ordered under this Agreement. b. This Agreement and the Lease, Sale, and Maintenance for School Board Owned Equipment sections can be used by other public organizations in the State of Florida; i.e., universities, counties, cities, and public schools. c. 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 Contractor factory, adds functions and features to a product previously disassembled to a Contractor predetermined standard, and contains new and reconditioned components. d. Contractor will be prohibited from publishing or releasing any information related to the requested services without the prior written permission of the School Board. All reports and other documents resulting from the ensuing contract will remain the sole property of the School Board. September 20,2011 16 44. SOFTWARE LICENSE a. Contractor grants School Board a non-exclusive, non-transferable license to use in the U.S.: (a) software and accompanying documentation provided with Contractor-brand Equipment ("Base Software") only with the Contractor-brand Equipment with which it was delivered; and (b) software and accompanying documentation identified in an Order as"Application Software"only on any single unit of equipment for as long as School Board is current in the payment of all applicable software license fees. "Base Software"and"Application Software°are referred to collectively as°Software'. b. School Board has no other rights and may not: (i)copy, distribute, modify, create derivatives of, decompile, or reverse engineer Software; (ii) activate Software delivered with the Equipment in an inactivated state; or (iii) allow others to engage in same. c. Title to, and all intellectual property rights in, Software will reside solely with Contractor and/or its licensors, who will be considered third-party beneficiaries of this section. d. Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if (i) School Board is notified of a default under the Agreement or Order, (ii) Contractor is denied access to reset periodically the code; or(iii)School Board's license is terminated or expires. e. The Base Software license will terminate; (i) upon the expiration of any Individual Equipment Agreement under which School Board has rented or leased the Equipment, unless School Board has exercised an option to purchase the Equipment; or(ii) if School Board no longer uses or possesses the Equipment. f. Neither Contractor nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. g. The foregoing terms do not apply to Diagnostic Software or to software/documentation accompanied by a clidcwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. 45. SOFTWARE SUPPORT a. Contractor will provide the software support set forth below("Software Support"). For Base Software, Software Support will be provided during the initial Term of the applicable Order and any renewal period but in no event longer than 5 years after Contractor stops taking School Board orders for the subject model of Equipment. For Application Software, Software Support will be provided as long as School Board is current in the payment of all applicable software license and support fees. b. Contractor will maintain a web-based or toll-free hotline during Contractor's standard working hours to report Software problems and answer Software- related questions. c. Contractor, either directly or with its vendors, will make reasonable efforts to: (i) assure that Software performs in material conformity with its user documentation; (ii) provide available workarounds or patches to resolve Software performance problems; and (iii) resolve coding errors for (a) the current Release and (b) the September 20,2011 17 previous Release for a period of 6 months after the current Release is made available to School Board. Contractor will not be required to provide Software Support if School Board has modified the Software. d. New releases of Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or 'Updates'. Maintenance Releases or Updates that Contractor may make available will be provided at no charge and must be implemented within 6 months for School Board owned equipment. New releases of Software that include new content or functionality ("Feature Releases') will be subject to additional license fees at Contractor's then-current pricing. Maintenance Releases, Updates, and Feature Releases are collectively referred to as °Releases'. Each Release will be considered Software governed by the Software License and Software Support provisions of this Agreement, unless otherwise noted. Implementation of a Release may require School Board to procure, at School Board's expense, additional hardware, and/or software from Contractor or another entity. Upon installation of a Release, School Board will return or destroy all prior Releases. School Board may annually increase the Annual Renewal and Support-Only Fees for Application Software for School Board owned equipment. 46. DIAGNOSTIC SOFTWARE a. Software used to evaluate or maintain the Equipment ("Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Contractor. Title to Diagnostic Software will remain with Contractor or its licensors. Contractor does not grant School Board any right to use Diagnostic Software, and School Board will not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose (or allow third parties to do so). School Board will allow Contractor reasonable access to the Equipment to remove or disable Diagnostic Software if School Board is no longer receiving Maintenance Services from Contractor for School Board owned equipment, provided any on-site access to School Board's facility will be during School Board's normal business hours. 47. REFINANCING OPTION a. Eligible Users. This pricing option is available only for School Board having an equipment placement under an existing lease agreement that has not reached its committed expiration date. b. Refinancing Term. Any equipment refinanced under this option will expire on either June 30, 2013, or June 30, 2014, as stated in the Individual Equipment Agreement. c. Initial Orders. Pricing for any order taken and converted 30 days after the Agreement effective date will be at the rates provided in Contractor's Request for Sealed Proposal Response. d. Subsequent Orders. Contractor will provide a separate monthly lease price beginning with the any equipment that is ordered/converted on or after the 31st day of the Agreement's effective date. e. Refinanced Amounts. The "Amount Refinanced° is included in the amount financed under a previous Contractor Lease Agreement with Contractor. Refinancing the prior Agreement's remaining equipment balance will render September 20,2011 18 School Board's prior agreement null and void. If School Board breaches any of its obligations under this Agreement, the full Amount Refinanced will be immediately due and payable. 48. RENTAL OPTION a. Eligible Users. This pricing option is available only for School Board having an equipment placement under an existing lease agreement that has not reached its committed expiration date. b. Refinancing Term. Any equipment refinanced under this option will have a common expiration date of either June 30, 2013, or June 30, 2014, as stated in the individual Equipment Agreement. c. Pricing. Pricing for any orders will be at the rates provided in Contractor's Request for Sealed Proposal Response, but re-priced based on the number of remaining months between the equipment's installation date and the June 30, 2013, or June 30,2014 common expiration date. d. Title and Risk of Loss. Title to the Products remains with Contractor. Risk of loss or damage to the Products passes to School Board upon delivery. School Board will insure the Products against loss or damage and the policy will name Contractor as Loss Payee. e. Fixed Pricing. The prices set forth in the Rental Pricing Exhibit will not increase during the initial Term of the Rental Individual Equipment Agreement. f. Renewal. Rental Orders will renew automatically for successive terms of the same number of months as the initial Term, unless a written notice of cancellation is received from School Board prior to expiration of the equipments then-current term. g. Equipment Return. Unless School Board has renewed or purchased the Equipment, School Board will make the Equipment and Base Software available for removal at the expiration of the Rental Order in the same condition as when delivered (reasonable wear and tear excepted). h. Remedies. If School Board defaults under the Agreement or any Order, Contractor may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment at School Board's expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid as allowed under Florida law; (b)the Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Contractor's books and records) remaining in the initial Term of the Equipment Order discounted at 4% per annum; and (c) the applicable Purchase Option. You will pay all reasonable costs, including attorneys' fees, incurred by Contractor to enforce this Agreement. If School Board notifies Contractor and makes the Equipment available for removal by Contractor in the same condition as when delivered (reasonable wear and tear excepted) within 30 days after notice of default, upon recovery of the Equipment School Board will receive a credit for the fair market value of the Equipment (as determined by Contractor), less any costs incurred by Contractor. September 20,2011 19 49. LEASE OPTION a. Eligible Users. The Lease Option is available to all Florida government entities, universities, colleges, cities, counties and public school induding Marion District. b. Non-Cancelable Agreement. LEASE ORDERS CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. SCHOOL BOARD'S OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY OTHER AMOUNTS DUE OR TO• BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF CONTRACTOR'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST CONTRACTOR MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST CONTRACTOR. c. Title and Risk of Loss. Title to the Equipment remains with Contractor until School Board exercises its Purchase Option. Risk of loss or damage to the Products passes to School Board upon delivery. School Board will insure Products against loss or damage. You agree that: (i) the equipment will remain personal property; (ii) you will not attach the equipment as a fixture to any real estate; (ii) you will not pledge, sub-lease, or part with possession of the equipment or file, or permit to be filed, any lien against the equipment; and, (iv) you will not make any permanent alterations to the equipment. d. Lease Order Commencement and Term. The Term for each unit of Equipment will commence upon delivery of School Board-installable Equipment, or the installation of Contractor-installable Equipment, and will expire on the last day of the final full calendar month of the contracted term of the Lease Agreement. Unless either party provides notice of termination at least 30 days before the expiration of the initial Term, it will renew on a month-to-month basis on the same terms and conditions. During this renewal period, either party may terminate the Equipment upon at least 30 days notice. Upon termination, you will make the Products available for removal by Contractor. At the time of removal, the Equipment will be in the same condition as when delivered (reasonable wear and tear excepted). e. Price Structure and Billing. The Minimum Lease Payment, which may include a guaranteed number of copies (copy allowance), plus any additional Print Charges covers the cost of (1) the use of the equipment; (2) the equipment's maintenance; and (3) consumable supplies, if applicable. The Minimum Lease Payment will commence following Equipment installation and will be billed monthly. Charges for excess prints will be reconciled and billed monthly or quarterly, as applicable, in arrears. f. Fixed Pricing. The Minimum Payment will not increase during the Agreements initial Term. Thereafter, Contractor may annually increase Maintenance Component and the Print Charges under a Lease Individual Equipment Agreement. g. FMV Purchase Option. If not in default hereunder, School Board may purchase the Equipment, "AS IS, WHERE-IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term of a Lease Order for the equipment's then current fair market value. September 20,2011 20 h. School Board Default & Contractor Remedies. If School Board defaults under the Agreement or any Order, Contractor may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment at School Board's expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid as allowed under Florida law; (b)the Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Contractor's books and records) remaining in the initial Term of the Equipment Order discounted at 4% per annum; and (c) the applicable Purchase Option. You will pay all reasonable costs, including attorneys' fees, incurred by Contractor to enforce this Agreement. If School Board notifies Contractor and makes the Equipment available for removal by Contractor in the same condition as when delivered(reasonable wear and tear excepted)within 30 days after notice of default, upon recovery of the Equipment School Board will receive a credit for the fair market value of the Equipment (as determined by Contractor), less any costs incurred by Contractor. i. Finance Lease. A MAJOR ACCOUNT LEASE INDIVIDUAL EQUIPMENT AGREEMENT IS A "FINANCE LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED UNDER THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY FLORIDA LAW, SCHOOL BOARD WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A. 50. PURCHASE AND MAINTENANCE OPTION a. Eligible Users. The Lease Option is available to all Florida government entities, i.e. universities, colleges, cities, counties and public school including Marion District. A. CASH PURCHASE. a. Title and Risk. Title and risk of loss to Equipment will pass to School Board upon delivery and installation of the Equipment. b. Payment. School Board's payment under a Cash Purchase Order shall consist of the Net Price amount for the Equipment purchased there under and all applicable Taxes. c. Remedies. If School Board defaults under this Agreement or a Cash Purchase Agreement, Contractor, in addition to its other remedies (induding the cessation of Basic Services if applicable), may require immediate payment of all amounts then due (including all applicable Taxes), plus interest on all amounts due from the due date until paid as allowed under Florida law. B. INSTALLMENT PURCHASE. a. Non-Cancelable Agreement. INSTALLMENT PURCHASE ORDERS CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. SCHOOL BOARD'S OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO DELAY, REDUCTION, SET- September 20,2011 21 OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF CONTRACTOR'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST CONTRACTOR MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST CONTRACTOR. b. Title and Risk. Title and risk of loss to Equipment will pass to School Board upon delivery and installation of the Equipment. c. Payment. School Board's payment under an Installment Purchase Individual Equipment Agreement shall consist of the Installment Sale Payments, along with a separate maintenance charge for the provision of Basic Services and a Print Charges. d. Remedies. If School Board defaults under this Agreement or an Installment Purchase Individual Equipment Agreement, Contractor, in addition to its other remedies (including the cessation of Maintenance Services, if applicable), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of (1) all amounts then due, plus interest on all amounts due from the due date until paid as allowed under Florida law, (2) the remaining Installment Sale Minimum Payments in the Installment Purchase Individual Equipment Agreement's term less any unearned finance charges (as reflected on Contractor's books and records), and (3)all applicable Taxes. In addition, if an Installment Purchase includes maintenance, Contractor may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (1)the lesser of the remaining Minimum Periodic Base Payments in the Individual Equipment Agreements term or six(6)such payments for one-year agreements (and twelve (12) such payments for multi-year agreements); and, (2) all applicable Taxes. e. Prepayment of Balance. School Board, at any time, may prepay the remaining principal balance on an Installment Purchase Individual Equipment Agreement, thereby eliminating the obligation to pay future finance charges. 52. MAINTENANCE TERMS FOR SCHOOL BOARD OWNED EQUIPMENT A. Individual Agreement Term. Maintenance Individual Equipment Agreement s will commence at the end of any warranty period and expire on the last day of the 12th, 24th, 36th, 48th, or 60th full calendar month as stated in the Individual Equipment Agreement. B. Maintenance Price Increase. Except for fixed prices as agreed to by the parties in a Maintenance Individual Equipment Agreement, Contractor may, annually increase the Periodic Base and Print Charges with thirty (30) days prior written notice, and such increases, including Consumable Supplies, if applicable, shall not exceed five percent(5%). C. Payment. Each Minimum Periodic Base Charge may include a Periodic Minimum Number of Prints ("Minimum Prints"). The Minimum Periodic Base Charge, along with any additional Print Charges for prints made in excess of the September 20,2011 22 Minimum Prints and all applicable Taxes, cover School Board's cost for the Equipment's maintenance (provided as Basic Services) in a Maintenance Individual Equipment Agreement written hereunder. The Minimum Periodic Base Charge may be billed in advance and additional Print Charges are billed in arrears. D. Remedies. If School Board defaults under this Agreement or a Maintenance Individual Equipment Agreement, Contractor, in addition to its other remedies (including the cessation of Maintenance Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of. (a) all amounts then due, plus interest on all amounts due from the due date until paid at the rate as allowed under Florida law; (b) the lesser of(i)the remaining Minimum Periodic Base Charge in such Maintenance Individual Equipment Agreement's term or(ii)six(6)such payments for one year agreements or twelve (12)such payments for multi-year agreements; and, (c)all applicable Taxes. E. Renewal. Contractor will notify School Board at least 30 days prior to the expiration of the then-current term of each Maintenance Order and, unless notice of cancellation is received from School Board (or provided to School Board by Contractor) prior to expiration of the then-current term, the Maintenance Agreement will automatically renew for a term of the same number of months as the initial Term. If School Board is required to make Minimum Periodic Base Charge payments pursuant to Section (b) of this Paragraph 4, Contractor shall be required to provide the maintenance services and Minimum Prints for the Minimum Periodic Base Charge payments made by School Board as if no default under this Agreement or a Maintenance Individual Equipment Agreement had occurred. SCHOOL BOARD OF MARION COUNTY, FL BY: Judith Zan tti. Board hair Date OCT 11 2011 BY: c R ., or • y D Corporate Officer,V.P or higher //' Date 4/2(0/2.0 u OAProgram F esalardPa,.d 0a111NordP.rf at ol5o.10001M C S'Monty AprrmentaliefuneSon Copier Flak Coterminous Apia.rwkda nt September 20,2011 23