CM-2026-210 - 8/14/2026CEC approved Ver.1.8.3 Effective 5/14/26 Page 1 of 3
Xerox Business Solutions, LLC (“Company”)
CUSTOMER SALES & SERVICE AGREEMENT BILL TO
CUSTOMER NAME CUSTOMER NAME
City of Round Rock CITY OF ROUND ROCK - ADMINISTRATION
ADDRESS ADDRESS
221 E Main St 221 E MAIN ST
CITY, STATE ZIP CITY, STATE ZIP
Round Rock, TX 78664 ROUND ROCK, TX 78664-2120
PRIMARY CONTACT PERSON PRIMARY PHONE NUMBER PRIMARY EMAIL BILL TO CONTACT PERSON BILL TO PHONE NUMBER BILL TO EMAIL
Adam Gagnon (512 )218-5456 agagnon@roundrocktexas.
gov ANGIE RODGRIGUEZ 5123413158 APINVOICES@ROUNDROC
KTEXAS.GOV
SALESPERSON CUSTOMER PURCHASE ORDER #COMPANY REFERENCE #SERVICE CONTRACT MPS CONTRACT
Tyler Coombs 20468414 CONTRACT #CONTRACT #
CASH AMOUNT MONTHLY SERVICE PAYMENT MONTHLY MPS PAYMENT
$4,135.50 N/A N/A
TERMS OF PAYMENT: NET THIRTY (30) DAYS FOR CASH SALE AND ALL OTHER INVOICES NET THIRTY (30) DAYS FROM DATE OF INVOICE
QTY MODEL/PRODUCT #LOCATION DESCRIPTION METER POOLS PRICE TOTAL PRICE
SUBTOTAL $0.00
SEE PRODUCT SCHEDULE (SCHEDULE A) SEE TRADE-IN EQUIPMENT / LEASE RETURN FORM
SPECIAL SERVICES FEES $0.00
NOTE / ADJUSTMENT DETAILS
Please do not send for signature via Docusign, the customer has stated they can't process via docusign.
"Unfortunately, we can’t process via Docusign. It will have to be through our adobe sign process, or we can
obtain manual ink signature."
OTHER ADJUSTMENTS $0.00
CONTRACT TYPE EFFECTIVE DATES TRANSACTION TYPE
CASH SALE RENTAL TERM IN MONTHS 12 Months
LEASE MAINTENANCE ONLY PROPOSED START DATE
Actual start date based on
delivery or lease commencement.
CONTRACT TERMS NOTES
SERVICE MPS
All parts, labor, drums and supplies; excluding paper and staples
All parts and labor, including drums; excluding supplies, paper, and staples
Remote Solve Opt-Out
Includes other (indicate)
REMOTE SERVICE TECHNOLOGY null: 0 Devices Covered PRIMARY METER CONTACT
TECHNOLOGY CONTACT PERSON TECH PHONE #TECH EMAIL METER CONTACT PERSON METER PHONE #METER EMAIL
Jared McArthur 512-671-2750 jmcarthur@roundrockte
xas.gov ADAM GAGNON 5122185456 AGAGNON@ROUNDR
OCKTEXAS.GOV
Company will install an app to automatically collect device meters for contract billing and automated supply replenishment.
Company will charge a fee per machine per overage billing cycle should customer decline meter and supply technology app installation.
QTY MODEL / PRODUCT #SOFTWARE & DESCRIPTION SEE SOW FOR DETAILS TOTAL PRICE
1 1000055367 Core Fax Prepaid 24,000 Credits - 1 year (Prod Fax and SS Revenue (Cloud)-Prepaid)Included in Total
CUSTOMER ACCEPTANCE
By executing this agreement, I acknowledge that I have read and understand this agreement and I certify that I am authorized to execute this agreement on behalf of customer.
Authorized signature acknowledges terms / conditions and expiration dates or meter readings. The terms and conditions on the face and reverse side of this agreement correctly set
forth the entire agreement between parties.
AUTHORIZED CUSTOMER SIGNATURE:**signature**TITLE:**title**
SIGNER’S NAME (PRINTED):**fullname**DATE:**datesigned**
COMPANY SALES:**signature2**DATE:**datesigned2**
CEC approved Ver.1.8.3 Effective 5/14/26 Page 2 of 3
Sales & Service Terms and Conditions
1. Definitions. The first page of this Sales & Service Agreement is referred to herein as the “Cover Page.” The Cover Page, these Terms and Conditions, any Schedules (e.g., a Product Schedule), Statements of Work
(“SOW”), and/or any other attachments referenced on the Cover Page or attached hereto and incorporated herein represent the agreement (the “Agreement”) between Company and the Customer (“Parties”) as identified
on the Cover Page of this Agreement, with respect to the acquisition of those Products and/or Services. “Products” shall mean the equipment (“Equipment”) and any Software (“Application Software”) identified on the
Cover Page and/or on a Product Schedule.
2. Scope. This Agreement may be executed for:
a) A SALE of Products. If a SALE, Company hereby offers to sell/license and Customer hereby accepts to purchase/license those Products in the quantity and for the price indicated on the Cover Page (and/or
Product Schedule). Title to the Equipment will transfer to Customer upon delivery;
b) A LEASE of Products. If a LEASE, Customer will execute a separate lease agreement which will fund the purchase/license of the Products in the quantity indicated on the Cover Page (and/or Product Schedule)
for the benefit of Customer. The lease will be between (i) Customer and a third-party lessor or (ii) Customer and Company, which Company shall then assign to a third-party lessor (each a “Lessor”). Nothing herein shall
alter, amend, or affect Customer’s or Lessor’s rights or obligations pursuant to such lease. Upon execution of a lease agreement between Customer and Lessor, Customer shall be responsible to Lessor to satisfy the
terms and conditions of the lease;
c) A RENTAL of Products. If a RENTAL, Company hereby offers to rent and Customer hereby accepts to pay for those Products in the quantity and for the price indicated on the Cover Page (and/or Product
Schedule). Title will remain with Company throughout the Term as indicated on the Cover Page. Customer agrees to obtain adequate insurance coverage sufficient to cover the full replacement value of the rental
equipment while in Customer’s possession, and to have Company named as the loss payee. Unless otherwise stated in the Cover Page, the rental is non-cancellable for the stated term; and/or
d) An ACQUISITION OF SERVICES. Services may include those Services referenced in Section 4 of this Agreement and/or such additional Services outlined in one or more SOWs.
3. Delivery and Installation. Unless specified otherwise on the Cover Page, for any Sale, Lease, or Rental, Company shall deliver and install the Products at the location specified on the Cover Page and/or Product
Schedule unless: (1) Customer has not made available at that address a suitable place of installation as specified by the Company; or (2) Customer has not made available suitable electrical service in accordance with
the Underwriter’s Lab (“UL”) or manufacturer’s requirements. Risk of loss will transfer to the Customer upon delivery. Customer will be responsible for nonstandard delivery charges, and Company shall provide notice of
any such nonstandard charges as promptly as reasonably possible. Relocation of Products to a location other than that specified on the Cover Page and/or Product Schedule requires Company’s consent and may result
in fees or increased rates.
4. Services. This Agreement covers both the labor and materials for adjustments, repairs, and replacement of parts necessitated by normal use of the Equipment. Unless otherwise stated on the Cover Page, Services
do not include the following: (a) repairs due to (i) misuse, neglect, or abuse (including, without limitation, improper voltage or use of supplies that do not conform to the manufacturers’ specifications), (ii) use of options,
accessories, products, supplies not provided by Company; (iii) non-Company alterations, relocation, or service; and/or (iv) loss or damage resulting from accidents, fire, water, or theft; (b) maintenance requested outside
Company’s normal business hours or as stated in this Agreement, (c) relocation, (d) software or connected hardware, (e) hard drive replacement, (f) MICR Toner for Laser Printers, and parts and labor for all non-laser
printers, and/or (g) parts for Scanners. Company reserves the right, at its sole discretion, to replace Equipment with Equipment of similar or better conditions and features, rather than providing on-site Service support.
Replacement parts may be new, reprocessed, or recovered. Supplies provided by Company are in accordance with the copy volumes set forth on the Cover Page and within the manufacturer’s stated yields, and do not
include staples or paper. If we determine that you have used 15% more consumable supplies than normal (as determined by the manufacturer’s specifications) to produce pages/prints, you agree to pay us an amount
from time to time which may be necessary to offset such increased usage. Supplies are to be used exclusively for the Equipment and remain Company property until consumed. Customer will return, or allow Company
to retrieve, any unused supplies at the termination or expiration of this Agreement. Supplies will be shipped to Customer via shipping method selected by Company. Unless otherwise stated on the Cover Page, Customer
will be billed for shipping costs per billing period or per shipment based on number of products. Additional fees may be charged for Services provided outside Company’s standard business hours or for computer/network
issues and will be at Company hourly rates in effect at the time of such Services. Equipment may be supported and serviced using data that is automatically collected by Company 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 Company. The automatic data transmission capability does not permit Company to read, view or download any Customer
data, documents or other information residing on or passing through the Equipment or Customer's information management systems. Services may be delivered by Company’s Affiliates and/or Subcontractors, at
Company’s sole discretion. Unless otherwise stated on the Cover Page, Company may charge and Customer shall pay a charge for each instance in which Customer declines Company’s use of remote technology to
provide Services. Unless otherwise agreed to in writing, Customer remains solely responsible to secure any sensitive data and permanently delete such data from the internal media storage prior to removal of Equipment
or termination of this Agreement. Company has no obligation to maintain Equipment beyond the “End of Service” for that particular model of Equipment. End of Service (“EOS”) means the date announced by manufacturer
after which Company will no longer offer Services for a particular Equipment model. Company reserves the right to discontinue Service upon thirty days written notice for any Equipment for which parts and/or Supplies
are no longer available or are not available on commercially reasonable terms.
5. Meter; Electric Services. Equipment is required to be connected to a remote transmission tool, which will periodically communicate meter reads as well as other device diagnostic data and upon which invoices will be
based. If a remote transmission tool is not installed and otherwise upon request, you will provide us, by telephone, email, web submission, or fax with the actual meter readings three days prior to your due date. We may
estimate the number of images used if such meter readings are not communicated to Company. The estimated charge for excess images shall be adjusted upon receipt of actual meter readings. If you do not maintain
remote transmission, the Company reserves the right to charge you a per device fee for such affected Equipment due to the increased service visits that will be required in order to: (x) obtain such information, (y) provide
such transmissions and (z) provide Services and Supplies that otherwise would have been provided remotely and/or proactively. If you fail to maintain connectivity with the remote transmission tool, the contract is subject
to an unconnected device charge per machine per overage billing cycle. You agree to provide adequate space without charge for the Equipment, adequate electricity (including, if necessary, a dedicated 110 or 220-
volt line), an electrical surge suppressor with a UL-1449 rating or better, and reasonable storage for supplies to be used with the Equipment.
6. Additions and Modifications. If, during the Term, Customer upgrades, modifies, or adds equipment that utilizes the same Supplies as the Equipment, Customer shall promptly notify Company. Company maintains the
right to inspect any upgrades and modifications to Equipment and/or additional equipment and determine whether equipment is eligible for Services. If approved for Services and agreed by the Parties, the Agreement
will be amended to include such changes, including pricing modifications. All networked devices must be connected to our remote transmission tool. Any devices not under contract will be added automatically to the
account for the listed rate. If our monitoring software is not reporting, Customer must work with us to resolve the issue as soon as possible.
7. Term and Payment. Except as may otherwise be provided for herein, this Agreement is non-cancellable and shall remain in effect throughout the Term; and, unless notified in writing sixty (60) days prior to its
expiration, this Agreement shall automatically renew for successive month-to-month terms, which either party may terminate by providing written notice thirty (30) days prior to the next renewal date. Company reserves
the right to terminate Services upon thirty (30) days written notice. In the event the fees herein are included in Customer’s lease payment, for the duration of the lease, the Term shall run concurrently with the lease
agreement and be subject to the renewal provisions provided for therein. The meter count at installation or, in the case of owned printers, at assessment, will be used for meter/overages calculations. Except as set forth
on the Cover Page, Customer agrees to pay Company all amounts due within thirty (30) days of the date of Company’s invoice or, if the parties have agreed the third-party lessor will collect the Services fees due under
this Agreement on behalf of Company, in accordance with the applicable lease agreement, and all other sums when due and payable. Except where the Cover Page denotes flat rate pricing, any Monthly Payment
entitles Customer to Services and Supplies for a specific number and type (i.e. black & white, color, scan) of Prints/Copies as identified on the Cover Page and will be billed in advance, and Customer agrees to pay the
Overage Rate for each Print/Copy that exceeds the applicable number and type of Prints/Copies provided in the Minimum Monthly Payment which amount shall be billed in arrears and is payable as indicated on the
Cover Page. A Print/Copy is defined as standard 8.5”x11” copy, except where Equipment is designated on the Cover Page as having a Color Large impression pool (Color LG) and an Extra Long impression pool (XL
IMP Color), in which case prints/copies are defined as follows: (a) Black Image: for sheet sizes up to 13"x19", each image calculates as (1) Black Print Meter; (b) Color Image: for sheet sizes less than 145 square inches
in total area, each image calculates as (1) Color Print Meter (e.g., 8.5 x 14 in is NOT oversize (119sq. in)); (c) Color Large: for sheet sizes greater than or equal to 145 square inches each sheet calculates as (1) Color
Print Meter and (1) Color Large Print Meter (e.g., 11 x 17 in is oversize (187 sq. in)); and (d) Black and Color Extra Long: for sheets with a length greater than 19.33", each image calculates as (2) Extra Long Meter and
(1) Color Print Meter. No credit will be applied towards unused copies/prints. Customer’s obligation to pay all sums when due shall not be subject to any abatement or offset. If any payment is not received by Company
within fifteen (15) days of its due date, Company may charge, and Customer will pay a late fee of 5% of the amount due or $25, whichever is greater (or such lesser rate as is the maximum allowable by law). Company
has the right to withhold Services and Supplies, without recourse, for any non-payment. Unless otherwise stated on the Cover Page, Company may, on an annual basis, (a) increase the Base Charge and/or the Overage
Rates, in an amount not to exceed 20% per annum and/or (b) where a contract is subject to flat rate pricing, shift Customer’s obligation to the applicable flat rate band corresponding to Customer’s usage during the
previous calendar year. Company retains the right to have all or some of the amounts due hereunder billed and/or collected by third parties. If Customer declines invoice delivery via email and/or automatic payment
withdrawal, or requires any specialized billing procedure or invoicing, Company reserves the right to bill an administrative fee, in accordance with Company’s currently published fee schedule, which is subject to change
from time to time.
8. Taxes. Payments are exclusive of all state and local sales, use, excise, privilege and similar taxes, if any. You will be responsible for, indemnify and hold Company harmless from, all applicable taxes, fees or charges
(including sales, use, personal property and transfer taxes (other than net income taxes), plus interest and penalties) assessed by any governmental entity on you, the Equipment, this Agreement, or the amounts payable
hereunder (collectively, “Taxes”), unless you timely provide continuing proof of your tax exempt status. Customer will pay when due, either directly to the taxing authority or to Company upon demand, all taxes, fines and
penalties relating to this Agreement that are now or in the future assessed or levied, except for taxes levied upon Company’s income.
9. Applicable Laws. Both Parties agree that they will comply with all applicable laws and regulations during the Term.
10. Limited License to Use Software. Company grants (and is authorized by its licensor’s to grant) Customer a non-exclusive, non-transferable license to use in the U.S.: (a) software and accompanying documentation
("Base Software”) only with the Equipment with which it was delivered; and (b) Software that is set forth as a separate line item in this Agreement (“Application Software”) (including its accompanying documentation), as
applicable, for as long as Customer is current in the payment of all applicable software license fees. "Base Software" and "Application Software" are referred to collectively as "Licensed Software". Customer has no other
rights and may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2) activate Licensed Software delivered with the Equipment in an inactivated state; or (3) allow
others to engage in same. Title to, and all intellectual property rights in, Licensed Software will reside solely with Company and/or its licensors (who will be considered third-party beneficiaries of this Section). Licensed
Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (x) Company is denied access to periodically reset such code; (y) Customer is notified of a default under
this Agreement; or (z) Customer’s license is terminated or expires. The Base Software license will terminate: (i) if Customer no longer uses or possesses the Equipment; or (ii) upon the expiration or termination of this
Agreement, unless Customer has exercised its option to purchase the Equipment. Neither Company nor its licensors warrant that Licensed Software will be free from errors or that its operation will be uninterrupted. The
foregoing terms do not apply to Diagnostic Software or to Licensed Software accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement.
11. Diagnostic Software. Software used to evaluate or maintain the Equipment ("Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Company or its Licensors. Title
to Diagnostic Software will remain with Company or its licensors. Company does not grant Customer any right to use Diagnostic Software, and Customer will not access, use, reproduce, distribute or disclose Diagnostic
Software for any purpose (or allow third parties to do so). Customer will allow Company reasonable access to the Equipment to remove or disable Diagnostic Software if Customer is no longer receiving Service from
Company, provided that any on-site access to Customer's facility will be during Customer's standard business hours.
12. Software Support. Except for Application Software identified as "No Svc." on the Cover Page, Company (or a designated servicer) will provide the software support set forth below ("Software Support"). For Base
Software for Equipment, Software Support will be provided during the initial Term and any renewal period but in no event longer than 5 years after Company stops taking customer orders for the subject model of
Equipment. For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable software license and support fees. Company will maintain a web-based or toll-free
hotline during Company’s standard working hours to report Licensed Software problems and answer Licensed Software-related questions. Company, either directly or with its vendors, will make reasonable efforts to: (a)
assure that Licensed Software performs in material conformity with its user documentation; (b) provide available workarounds or patches to resolve Licensed Software performance problems; and (c) resolve coding
errors for (i) the current Release and (ii) the previous Release for a period of 6 months after the current Release is made available to Customer. Company will not be required to provide Software Support if Customer has
modified the Licensed Software. New releases of Licensed Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or "Updates". Maintenance Releases
or Updates that Company may make available will be provided at no charge and must be implemented within six months. New releases of Licensed Software that include new content or functionality ("Feature Releases")
will be subject to additional license fees at then-current pricing. Maintenance Releases, Updates and Feature Releases are collectively referred to as "Releases". Each Release will be considered Licensed Software
governed by the Software License and Licensed Software Support provisions of this Agreement (unless otherwise noted). Implementation of a Release may require Customer to procure, at Customer’s expense, additional
hardware and/or software from Company or another entity. Upon installation of a Release, Customer will return or destroy all prior Releases.
13. INTELLECTUAL PROPERTY.
a. CUSTOMER’S CONTENT AND CUSTOMER ASSETS. Customer represents and warrants that it owns the customer assets and its content and materials provided to Company in connection with this Agreement
or otherwise has the right to authorize Company to perform the Services hereunder. Customer represents and warrants that such content and materials do not, and shall not, contain any content that (i) is libelous,
defamatory or obscene and/or (ii) infringes on or violates any applicable laws, regulations or rights of a third party, including without limitation, export laws, or any proprietary, intellectual property, contract, moral
or privacy right or any other third party right.
CEC approved Ver.1.8.3 Effective 5/14/26 Page 3 of 3
b. XEROX TOOLS. “Xerox Tools” means certain Xerox proprietary tools (including any modifications, enhancements and derivative works) used by Company to provide certain Services Xerox and its licensors will
at all times retain all right, title and interest in and to Xerox Tools including without limitation, all intellectual property rights therein, and, except as expressly set forth herein or as set forth in a SOW where limited
access to the Xerox Device Manager (XDM) may be granted for a specific purpose, no rights to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated only
by Company or its authorized agents. If required for royalty reporting purposes, Company may disclose Customer’s name and address to Xerox and/or the third-party licensor of certain Xerox Tools. Customer will
not decompile or reverse engineer any Xerox Tools or allow others to do so. Customer will have access to reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable
SOW. Company may remove Xerox Tools at any time in Company’s sole discretion, provided that the removal of Xerox Tools will not affect Company’s obligations to perform Services, and Customer shall
reasonably facilitate such removal. If Xerox Tools are included as part of the Services, they may be used by Customer only in conjunction with such Services.
c. LIMITED LICENSE TO ASSESSMENTS AND REPORTS. Customer may duplicate and distribute assessments and/or reports prepared by Company pursuant to this Agreement only for Customer’s internal
business purposes. Any recommendations and processes described in assessments and/or reports may only be implemented by Company for Customer and, if implemented, used by Customer only for Customer’s
internal business purposes.
d. NO GRANTS TO CUSTOMER. Customer agrees that, except as set forth expressly in this Agreement, no other rights or licenses are granted to Customer. Further, the rights granted to Customer in this Section
shall immediately terminate if Customer defaults hereunder with respect to any of its obligations related to such grant.
14. CONFIDENTIAL INFORMATION. Information exchanged under this Agreement will be treated as confidential if it is identified as confidential at disclosure or if the circumstances of disclosure would indicate to a
reasonable person that the information should be treated as confidential (“Confidential Information”). The terms and conditions of this Agreement are Confidential Information of Company and Customer, and each party
agrees not to disclose any of the foregoing without the other party’s prior written consent. Confidential Information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for two
(2) years from the termination or expiration of this Agreement under which such Confidential Information was disclosed, whichever occurs later; provided, however, confidentiality with respect to trade secrets and Xerox
Tools will not expire. These obligations of confidentiality will not apply to any Confidential Information that: (1) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of
the receiving party; (2) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation of confidentiality; (3) was developed by the receiving party’s employees independently of
and without reference to any of the other party’s Confidential Information; or (4) where disclosure is required by law or a government agency. Upon expiration or termination of this Agreement, each party will return to
the other or, if requested, destroy, all Confidential Information of the other in its possession or control, except such Confidential Information as may be reasonably necessary to exercise rights that survive termination of
this Agreement.
15. Warranty. Customer acknowledges that the Products covered by this Agreement were selected by Customer based upon its own judgment. Company shall pass through any applicable manufacturer’s warranty to
Customer. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT;
IMPLIED WARRANTIES OF MERCHANTABILITY; OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY EXCLUDED.
16. Limitation of Liability. In no event shall EITHER PARTY be liable for any indirect, special, incidental, consequential damages, INCLUDING WITHOUT LIMITATION loss of profits, or punitive damages whether based
in contract, tort, or any other legal theory and irrespective of whether EITHER PARTY has notice of the possibility of such damages. In no event shall Company be liable to Customer for any direct damages in excess of
the fees paid for Services under this Agreement by Customer to Company during the six-month period immediately preceding the event that gave rise to the claim.
17. Default; Remedies. Any of the following events or conditions shall constitute da default under this Agreement: (a) failure by Customer to make payment when due of any indebtedness to Company or for the Products,
whether or not arising under this Agreement, without notice or demand by Company; (b) material breach by either party of any other obligation herein where such breach is not cured within thirty (30) days of receipt of
written notice from the non-defaulting party detailing such breach; or (c) if Customer ceases doing business as a going concern. If Customer defaults, Company may: (1) require future Services, including Supplies, be
paid for in advance, (2) require Customer to immediately pay the amount of the remaining unpaid balance of the Agreement, (3) terminate any and all agreements with Customer, and/or (4) pursue any other remedy
permitted at law or in equity. In the event of default by Customer, remaining payment amounts due will be calculated using the average of the last six months’ billing or the amount set forth on the face of the Agreement,
whichever is greater, multiplied by the remaining months of the Agreement, to compensate for loss of bargain and not as a penalty. If Company defaults, Customer may terminate Services pursuant to this Agreement
with no further obligation to pay for such Services accruing after the effective date of termination; provided, however, that Customer shall remain liable for all amounts due and owing for Services rendered through the
effective date of termination. Customer may also pursue legal remedies as permitted under this Agreement. In the event of litigation arising out of this Agreement, the prevailing party shall be entitled to collection of its
reasonable costs and attorneys’ fees incurred in defending or enforcing this Agreement.
18. Assignment. Neither party may sell, transfer, or assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that Company may assign or transfer this
Agreement, in whole or in part, to any of its affiliates that control, are controlled by, or are under common control as Company.
19. Notices. Notices under this Agreement shall be sent as follows: (a) if to Company, addressed to Company and delivered to PO Box 660501, Dallas, TX 75266-0501, Attn: XBS Customer Care , and/or to the email
address set forth in Company’s invoices; and (b) if to Customer, addressed to Customer and delivered to the physical address set forth on the Cover Page and/or to any email address Customer provides, or to such
other address as provided by a Party in writing from time to time. Notices will be deemed given five (5) days after mailing by first class mail, two (2) days after sending by nationally recognized overnight courier, or on the
date of electronic confirmation of receipt of an electronic transmission, when followed by mailing of such notice as provided herein.
20. Indemnification. Each party, if promptly notified by the other and given the right to control the defense, shall indemnify, defend and hold harmless the other party, its affiliates, and their respective officers, directors,
employees, agents, successors and assigns, from and against all claims by a third party for losses, damages, costs or liability of any kind (including expenses and reasonable legal fees) that a court finally awards such
party (“Claims”) for bodily injury (including death) and damage to real or tangible property, to the extent proximately caused by the negligent acts or omissions, or willful misconduct of the indemnifying party (or its affiliates)
in connection with this Agreement.
21. Fax/Electronic Execution. A faxed or electronically transmitted version of this Agreement may be considered the original. This Agreement may be signed in counterparts and all counterparts will be considered and
constitute the same Agreement.
22. Warranty to Execute. Each party represents and warrants to the other, as an essential part of this Agreement, that: (i) it is duly organized and validly existing and in good standing under the laws of the state of its
incorporation or formation; (ii) this Agreement has been duly authorized by all appropriate corporate action for signature; and (iii) the individual signing this Agreement is duly authorized to do so.
23. Miscellaneous. (a) Choice of Law. This Agreement shall be governed by the laws of the state of New York (without regard to conflict of laws principles); (b) Jury Trial. THE PARTIES EXPRESSLY WAIVE TRIAL
BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT; (c) Entire Agreement. This Agreement constitutes the entire agreement between the parties with regards to the subject matter
herein and supersedes all prior agreements, proposals or negotiations, whether oral or written; (d) Enforceability. If any provision of this Agreement is unenforceable, illegal or invalid, the remaining provisions will remain
in full force and effect; (e) Amendments. This Agreement may not be amended or modified except by a writing signed by the parties; provided Customer agrees that Company is authorized, without notice to Customer,
to supply missing information or correct obvious errors provided that such change does not materially alter Customer’s obligations; (f) Force Majeure. Company shall not be responsible for delays or inability to provide
Products or Services caused directly or indirectly by strikes, accidents, climate conditions, parts availability, unsafe travel conditions, or other reasons beyond Company’s control.
AMENDMENT TO
SALES AND SERVICE AGREEMENT
THIS AMENDMENT 1 ("Amendment 1") amends the Sales & Service Agreement
("Agreement") between Xerox Business Solutions, LLC ("Company") and City of Round Rock
("Customer") dated Aug14, 2026. Capitalized terms used herein have the same meaning as
set forth in the Agreement.
1. Paragraph 7 (Term) — The first sentence of this section is revised to remove all
references to renewal.This sentence now reads" Except as may otherwise be provided
for herein, this Agreement is non-cancellable and shall remain in effect throughout
the Term."
2. Paragraph 8 (Taxes) — This section is deleted and replaced with the following
language: "Payments are exclusive of all state and local sales, use, excise, privilege
and similar taxes, if any. Customer represents and warrants that it is a tax-exempt
entity. Upon request, Customer shall produce documentation sufficient to verify its
tax exempt status. To the extent Customer is not tax-exempt, it shall reimburse
Company for any taxes or penalties imposed as a result of Customer's failure to pay
taxes."
3. Paragraph 13 (Intellectual Property) — Subsection (a) that reads " CUSTOMER'S
CONTENT AND CUSTOMER ASSETS. Customer represents and warrants that it owns
the customer assets and its content and materials provided to Company in
connection with this Agreement or otherwise has the right to authorize Company to
perform the Services hereunder. Customer represents and warrants that such content
and materials do not, and shall not, contain any content that (i) is libelous,
defamatory or obscene and/or (ii) infringes on or violates any applicable laws,
regulations or rights of a third party, including without limitation, export laws, or any
proprietary, intellectual property, contract, moral or privacy right or any other third
party right" is deleted.
4. Paragraph 16 (Limitation of Liability) — This section is revised to add "To the extent
permitted by law" and now reads:
16. Limitation of Liability. To the extent permitted by law, in no event shall EITHER
PARTY be liable for any indirect, special, incidental, consequential damages,
INCLUDING WITHOUT LIMITATION loss of profits, or punitive damages whether
based in contract, tort, or any other legal theory and irrespective of whether EITHER
PARTY has notice of the possibility of such damages. In no event shall Company be
liable to Customer for any direct damages in excess of the fees paid for Services under
this Agreement by Customer to Company during the six-month period immediately
preceding the event that gave rise to the claim."
AMENDMENT TO
SALES AND SERVICE AGREEMENT
5. Paragraph 17 (Default; Remedies)—This section is revised as follows:
a. Subsection (a) is revised to delete " whether or not arising under this
Agreement, without notice or demand by Company." Subsection (a) now
reads "(a) failure by Customer to make payment when due of any
indebtedness to Company or for the Products;"
b. The third sentence is revised to add "if any." This sentence now reads " In the
event of default by Customer, remaining payment amounts due, if any, will
be calculated using the average of the last six months' billing or the
amount set forth on the face of the Agreement, whichever is greater,
multiplied by the remaining months of the Agreement, to compensate for
loss of bargain and not as a penalty."
c. The sixth sentence revised to add "necessary." This sentence now reads
"In the event of litigation arising out of this Agreement, the prevailing party
shall be entitled to collection of its reasonable costs and necessary
attorneys' fees incurred in defending or enforcing this Agreement."
6. Paragraph 20 (Indemnification) — This section is revised to add "To the extent
permitted by law" and now reads:
"20. Indemnification. To the extent permitted by law, , each party, if promptly
notified by the other and given the right to control the defense, shall indemnify,
defend and hold harmless the other party, its affiliates, and their respective officers,
directors,employees,agents,successors and assigns,from and against all claims by a
third party for losses, damages, costs or liability of any kind (including expenses and
reasonable legal fees) that a court finally awards such party ("Claims") for bodily
injury (including death) and damage to real or tangible property, to the extent
proximately caused by the negligent acts or omissions, or willful misconduct of the
indemnifying party (or its affiliates) in connection with this Agreement."
7. Paragraph 23 (Miscellaneous) — This paragraph revised as follows: Subsection (a)
revised to replace "New York" with "Texas," and Section (b) deleted. This section now
reads as follows:
23. Miscellaneous. (a) Choice of Law. This Agreement shall be governed by the laws
of the state of Texas (without regard to conflict of laws principles); (b) Entire
Agreement. This Agreement constitutes the entire agreement between the parties
with regards to the subject matter herein and supersedes all prior agreements,
proposals or negotiations,whether oral or written; (c) Enforceability. If any provision
of this Agreement is unenforceable, illegal or invalid, the remaining provisions will
remain in full force and effect; (d) Amendments. This Agreement may not be
amended or modified except by a writing signed by the parties; provided Customer
agrees that Company is authorized, without notice to Customer, to supply missing
information or correct obvious errors provided that such change does not materially
AMENDMENT TO
SALES AND SERVICE AGREEMENT
alter Customer's obligations; (e) Force Majeure. Company shall not be responsible for
delays or inability to provide Products or Services caused directly or indirectly by
strikes, accidents, climate conditions, parts availability, unsafe travel conditions, or
other reasons beyond Company's control
Except as expressly set forth herein,all other terms and conditions of the Agreement remain
unchanged and in full force and effect. Any handwritten, typed, or "red-lined" additions
and/or deletions on the terms and conditions of the Agreement are null and void and of no
force or effect. The changes contained in this Addendum shall apply only to the Agreement
to which it is incorporated and are not a precedent for future transactions.
City of Round Rock Xerox Business Solutions LLC
Brooks Bennett Clarice McFadden
Name (Please Print) Name (Please Print)
Signature Signature
City Manager Assistant Treasurer
Title Title
08/14/2026 08/07/2026
Date Date