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R-2017-4126 - 2/9/2017RESOLUTION NO. R-2017-4126 WHEREAS, the City of Round Rock ("City") desires to acquire copiers for City facilities and to purchase maintenance services and other goods and services related to said copiers, including but not limited to delivery, installation, maintenance and warranty coverage; and WHEREAS, the City is a member of the Cooperative Purchasing Network ("TCPN"); and WHEREAS, Xerox Corporation is an approved vendor of the TCPN; and WHEREAS, the City wishes to acquire copiers and purchase related services from Xerox Corporation through TCPN, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Copier Lease Services and Solutions With Xerox Corporation, a copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 9th day of February, 2017. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: , SARA L. WHITE, City Clerk 0112.1704;00371528 EXHIBIT „A„ CITY OF ROUND ROCK AGREEMENT FOR COPIER LEASE SERVICES AND SOLUTIONS WITH XEROX CORPORATION THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: This Agreement is for the acquisition of copiers for City facilities, and for related goods and services including delivery, installation, maintenance and warranty coverage, and is referred to herein as the "Agreement." This Agreement is made and entered into on this the day of the month of September, 2016, by and between the CITY OF ROUND ROCK, TEXAS, a home - rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and XEROX CORPORATION, whose offices are located at 45 Glover Avenue, Norwalk, Connecticut 06856, referred to herein as "Xerox" or the "Vendor." This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to acquire copiers for City facilities and to purchase maintenance services and other goods and services related to said copiers, including but not limited to delivery, installation, maintenance and warranty coverage, and City desires to obtain same from Vendor; and WHEREAS, City is a member of the Cooperative Purchasing Network ("TCPN") and Vendor is an approved TCPN vendor; and WHEREAS, City desires to acquire copiers and purchase related services from Vendor through TCPN as set forth herein; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 00362954/ss2 5.0 INVOICES All invoices shall include, at a minimum, the following information: Name and address of Vendor; 2. Purchase Order Number; Description and quantity of items received; and 4. Delivery dates. 6.0 INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING A. Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. B. Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City of Round Rock's bid, with the consent and agreement of the successful vendor(s) and Round Rock. However, all parties hereby expressly agree that the City of Round Rock is not an agent of, partner to, or representative of those outside agencies or entities and that the City of Round Rock is not obligated or liable for any action or debts that may arise out of such independently -negotiated "piggyback" procurements. 7.0 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then -current fiscal year. 8.0 PROMPT PAYMENT POLICY Prompt Payment Act. In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: 13.0 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any. Vendor shall be declared in default of this Agreement if it does any of the following and fails to cure the issue within thirty (30) days of receipt of written notice: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States and is unable to perform its material obligations under the Agreement. 14.0 TERMINATION AND SUSPENSION A. In the event of an uncured default by either party, the non -defaulting party has the right to terminate the affected portions of this Agreement for cause, upon ten (10) days' written notice to the defaulting party following the cure period. B. In the event City terminates under this section, the following shall apply: Upon the effective date of the termination, Vendor shall discontinue performance of the affected Services and will schedule removal of the affected Equipment. The City will be responsible only for amounts due and owing for the terminated affected Services and affected Equipment up through the date of termination. 15.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 16.0 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 17.0 NOTICES A. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 22.0 MISCELLANEOUS PROVISIONS A. Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. B. Time is of the Essence. The parties agree that, from time to time, certain unique transactions may have special requirements relative to timing and, accordingly, the parties will identify those transactions and exercise best efforts to accomplish those transactions within the stated timeframe. Other timing requirements will be met in a commercially reasonable manner. Where damage is cause by City due to Vendor's failure to perform in the special timing requirement circumstances, and subject to the Limitation of Liability provision in the Exhibit "A" (SSA), City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. C. Binding Agreement. This Agreement shall extend to and be binding upon and inure to the benefit of the parties' respective heirs, executors, administrators, successors and assigns. D. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument [Signatures on the following page] Exhibit „A,+ -7 17 SERVICES AND SOLUTIONS AGREEMENT This Services and Solutions Agreement ("SSA"), Number 7151641, is between City of Round Rock ("Customer") and Xerox Corporation ("Xerox"). 1. SCOPE AND STRUCTURE. This SSA sets forth the terms and conditions under which Customer may establish one or more Services Contracts for the acquisition in the U.S. of Services, Maintenance Services and Deliverables from Xerox. This SSA is part of the The Cooperative Purchasing Network Agreement ("TCPN"). In the event of conflict between the terms and conditions of this SSA and the TCPN R5245 Contract, the order of precedence will be this SSA, Services and Solutions Order or Statement of Work ("SSO" or "SOW") followed by the TCPN R5245 Contract. Each Services Contract under this SSA constitutes a separate contract and will be assigned its own Services Contract Number consisting of the above SSA number followed by a three -digit extension. Each Services Contract will be established when Customer submits and Xerox accepts the first SSO with a new Services Contract Number. Customer may add Services, Maintenance Services, or Deliverables to an existing Services Contract by issuing additional Orders referencing the applicable Services Contract Number. Each Services Contract will consist of the applicable terms and conditions of this SSA, the first SSO and each additional SSO or SOW with the same Services Contract Number. Xerox may provide Services and/or Products through its U.S. affiliates. Capitalized terms are defined in Section 24 unless defined where first used. 2 ORDERS. A. Orders may consist of SSOs, SOWs, and/or POs. Each Order must reference an applicable Services Contract Number. Unless otherwise provided in an SSO, terms and conditions of such SSO are applicable to all Orders constituting the applicable Services Contract. Customer POs are for order entry purposes only and will be subject solely to the terms and conditions of the applicable Services Contract, notwithstanding anything contained in any such PO at variance with or in addition to the applicable Services Contract. B. Xerox may accept an Order either by its signature or by commencing performance. Xerox reserves the right to review and approve Customer's credit prior to acceptance of each Order. Customer authorizes Xerox (or its agent) to obtain credit reports from commercial credit reporting agencies. C. Orders may be submitted by hard copy or, in the case of SSOs or POs, by electronic means, and those submitted electronically will be considered (i) a "writing" or "in writing'; (ii) "signed"; (iii) an "original" when printed from electronic records established and maintained in the ordinary course of business; and (iv) a valid and enforceable Order. 3 TERM. A. This SSA is effective when signed by Xerox and, unless terminated by either party upon 90 days written notice, continues for 48 months. If this SSA expires or is terminated, each Services Contract will (i) remain in effect until the expiration or termination of all Orders constituting such Services Contract, and (ii) be governed by the terms and conditions of this SSA as if it were still in effect. B. The term of each Order will be set forth in such Order. If an Order is terminated, the term of remaining Orders will continue unaltered. C. Except as otherwise provided in an SOW or unless either party provides notice of termination at least 30 days before the end of its term, an Order will automatically renew on a month-to-month basis. 4. PERSONNEL. Xerox personnel engaged hereunder will comply with Customer's internal security and safety policies that (a) are provided to Xerox in writing, (b) are reasonable and customary, and (c) do not conflict with the applicable Services Contract. Customer will provide Xerox with reasonable prior written notice of such policies and any changes thereto. During the term of this SSA and for a period of 1 year thereafter, neither party will, directly or indirectly, actively solicit the employment of the other party's personnel (including their supervisors) and agents engaged under a Services Contract. Employment arising from inquiries received via advertisements in newspapers, job fairs, unsolicited resumes, or applications for employment will not be considered active solicitation. The sole remedy for breach of this restriction is to receive payment, as liquidated damages and not as a penalty, from the breaching party equal to the individual's then current annual salary (or the fees paid to an agent in the previous 12 months), within 30 days of the start date of the individual. Xerox is an independent contractor hereunder. 5. PRICING, PAYMENT, AND TAXES. A. Pricing. Pricing will be as shown in an Order. Services requested and performed outside Customers standard working hours will be at Xerox's then -current overtime rate. B. Payment. Invoices are payable upon receipt and payment must be received within 30 days after the invoice date. For any payment not received within 10 days of its due date, Customer will pay a late charge equal to the greater of 5% of the amount due or $25. Restrictive covenants will not reduce Customer's obligations. If Form 52639 (November 2011) Page 1 of 9 City of Round Rock (RT 07/2016) Exhibit "A" B. During the term of an Order, Customer will permit access to Customer personnel that Xerox needs to perform the Services. C. Equipment prices include standard delivery charges for all Equipment and, for Equipment for which Xerox retains ownership, standard removal charges. Non-standard delivery or removal charges will be at Customer's expense. D. Customer will legally dispose of all hazardous wastes generated from use of Third Party Hardware and associated supplies. 10. EARLY TERMINATION. A. Equipment. Equipment included in an Order is being provided for the entire term of the Order. If, prior to the expiration of an Order, Customer terminates Equipment or requires Equipment to be removed or replaced, or Xerox terminates the applicable Order due to Customer's default, Customer will pay all amounts due as of the termination date and the ETCs set forth in the applicable Services Contract. B. Services. Unless otherwise set forth in an SOW, Customer may terminate or reduce any Services upon 90 days prior written notice without incurring ETCs. Notwithstanding the foregoing, if any Services are terminated (i) by Xerox due to Customer's default, or (ii) by Customer and Customer acquires Services from another supplier within 6 months of the termination of such Services, Customer will pay all amounts due as of the termination date and ETCs equal to the then current MMC for the terminated or reduced Services, multiplied by the number of months remaining in the term of the applicable Order, not to exceed 6 months. C. Amortized Services and Third Party Funds. The cost of certain Services, such as consulting and training, may be amortized over the term of an Order ("Amortized Services"); or Xerox may provide funds to acquire Third Party Hardware, license Third Party Software, or retire debt on existing Third Party Hardware ("Third Party Funds"). Amortized Services and Third Party Funds are collectively referred to as "Funds". The Funds amount is included in the MMC. Notwithstanding Section 10.8 above, if an Order is terminated prior to expiration for any reason, or if a unit of Third Party Hardware or any Third Party Software for which Third Party Funds have been provided is removed or replaced prior to expiration, Customer agrees to pay to Xerox (i) all amounts due as of the termination date, and (ii) ETCs equal to the remaining principal balance of the Funds, plus a 15% disengagement fee. Customer will maintain the manufacturer's maintenance agreement for any Third Party Hardware and Third Party Software. 11. INDEMNIFICATION. A. Each party, at its expense, if promptly notified by the other and given the right to control the defense, will defend the other from, and pay any settlement agreed to by the indemnifying party or any ultimate judgment for, all claims by third parties for personal injury (including death) or damage to tangible property to the extent proximately caused by the willful misconduct or negligent acts or omissions of the indemnifying party, its employees or agents in connection with this SSA. B. Xerox, at its expense, if promptly notified by Customer and given the right to control the defense, will defend Customer from, and pay any settlement agreed to by Xerox or any ultimate judgment for, any claim not identified in (i) -(vi) below or subject to Section 11.C. below that any Services or Deliverables (excluding Third Party Products) infringe a third party's U.S. intellectual property rights. Xerox is not responsible for any non - Xerox litigation expenses or settlements unless Xerox pre -approves them in writing. Excluded herein are claims arising from or relating to: (i) Services performed using Customer Assets, Customer Content or other materials provided to Xerox by Customer for which Customer failed to provide sufficient rights to Xerox; (ii) Services performed, or Deliverables provided, to Customer's direction, specification or design, (iii) infringement resulting from or caused by Customer's misuse or unauthorized modification of systems or products; (iv) use of Services or Deliverables in combination with other products, services or data streams not provided by Xerox if such combination forms the basis of such claim; (v) Customer's failure to use corrections or enhancements to the Services or Deliverables provided by Xerox; and (vi) breach of Customer's representations and warranties in Section 9(b). If the use of the Services or Deliverables (excluding Third Party Products) are enjoined as a result of a claim under this Section, or in the reasonable opinion of Xerox are likely to be the subject of such a claim, Xerox will, at its option and sole expense, exercise any or all of following remedies: (w) obtain for Customer the right to continue to use such Services or Deliverables; (x) modify such Services or Deliverables so they are non -infringing; (y) replace such Services or Deliverables with non -infringing ones; or (z) terminate and/or accept the return of such Deliverables and refund to Customer any amount paid, less the reasonable rental value for the period such Deliverable was available to Customer. C. Customer, at its expense, if promptly notified by Xerox and given the right to control the defense, will defend Xerox from, and pay any settlement agreed to by Customer or any ultimate judgment for, all third party claims arising out of or related to Section 11.13(i) -(vi). Form 52639 (November 2011) Page 3 of 9 City of Round Rock (RT 07/2016) Exhibit "A" Xerox's expense using Xerox -supplied shipping labels or destroy them in a manner permitted by applicable law. Should Customer's use of Consumable Supplies exceed Xerox's published yields by more than 10%, Xerox will notify Customer of such excess usage. If such excess usage does not cease within 30.days after such notice, Xerox may charge Customer for such excess usage. If Xerox provides paper under a Services Contract, upon 30 -days notice, Xerox may adjust paper pricing or either party may terminate the provision of paper. 17. EQUIPMENT STATUS. Unless Customer is acquiring Previously Installed Equipment, Equipment will be either: (a) "Newly Manufactured", which may contain some recycled components that are reconditioned; (b) "Factory Produced New Model", which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains both new components and recycled components that are reconditioned; or (c) "Remanufactured", which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. Xerox makes no representations as to the manufactured status of Third Party Hardware. 18. TITLE, RISK OF LOSS AND PROTECTION OF XEROX'S RIGHTS. Title to Equipment and Third Party Hardware will remain with Xerox unless purchased by Customer. Risk of loss for the Products will pass to Customer upon delivery. Customer will keep the Products insured against loss and the policy will name Xerox as Loss Payee. Customer hereby authorizes Xerox or its agents to file financing statements necessary to protect Xerox's rights to Equipment and Third Party Hardware. 19. WARRANTIES AND DISCLAIMERS. A. Services Warranty. Xerox warrants to Customer that the Services will be performed in a skillful and workmanlike manner. If the Services do not comply with the service levels in an applicable SOW, Customer will notify Xerox in writing detailing its concerns. Within 10 days following Xerox's receipt of such notice, Xerox and Customer will meet, clarify the Customer's concern, and begin to develop a corrective action plan ("Plan"). As Customer's exclusive remedy for such non-compliance , Xerox will either modify the Services to comply with the applicable service levels or re -do the work at no additional charge within 60 days of finalizing the Plan or another time period agreed to, in writing, by the parties. B. Third Party Product Warranty. For Third Party Products selected solely by Xerox for an Order, Xerox warrants they will operate substantially in conformance with applicable service levels in the SOW. If, within a reasonable time after provision of such Third Party Products, they cannot be brought into substantial conformance with the services levels in the SOW, and such non-conformance is a result of Xerox's use of such Third Party Products, Customer's exclusive remedy is to receive a refund of any fees paid for the non- conforming Third Party Products upon their return to Xerox. Xerox will pass through to Customer any warranties provided to it by the manufacturer or licensor of Third Party Products to the extent permissible. C. Warranty Disclaimer and UCC Waiver. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, XEROX MAKES NO OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED; AND XEROX DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON -INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AND ANY WARRANTIES RELATING TO DESIGN, PERFORMANCE, FUNCTIONALITY, OR COMPATIBILITY WITH CUSTOMER'S SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND AS PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE, D. The warranties set forth in this SSA are expressly conditioned upon the use of the Services and Deliverables for the purposes for which they were intended or designed, and do not apply to Services or Deliverables subjected to misuse, accident, alteration or modification by Customer or any third party (except as specifically authorized in writing by Xerox). In no event will Xerox be responsible for any failure to perform Services caused by: (i) Customer Assets, Customer Content, or services, maintenance, design implementation, supplies or data streams provided by Customer, Customer's agent or service provider to Xerox for use hereunder, (ii) Customer's failure to contract for the minimum types and quantities of Products required by Xerox to perform the Services, or (iii) Customer's failure to perform its obligations under Section 9.A or 9.B. 20. SOFTWARE TERMS. A. Software License. Xerox grants Customer a non-exclusive, non -transferable license to use in the U.S.: (i) Base Software only with the Equipment with which it was delivered; and (ii) Application Software only on any single unit of Equipment for as long as Customer is current in the payment of all applicable software license fees. Customer has no other rights to Software. The Base Software license will terminate; (y) if Customer no Form 52639 (November 2011) Page 5 of 9 City of Round Rock (RT 07/2016) Exhibit "A" electronic image, photocopy, facsimile) of this SSA or any Order, which will be admissible in any action to enforce it, but only SSA or Order held by Xerox will be considered an original. Except for documentation of Equipment replaced by Xerox for reasons other than trade-in, all changes to this SSA or any Order will be made in an amendment signed by both parties. Customer represents that: (a) it has the lawful power and authority to enter into this SSA, (b) the person signing this SSA or any Order is duly authorized to do so, (c) entering into this SSA will not violate any law or other agreement to which it is a party, (d) it is not aware of anything that will have a material negative effect on its ability to satisfy its payment obligations under this SSA or any Services Contract, and (e) all financial information it has provided, or will provide, to Xerox is true and accurate and provides a good representation of Customer's financial condition. Each party will promptly notify the other, in writing, of any change in ownership, or if it relocates its principal place of business or changes the name of its business. The following four clauses will control over every other provision in a Services Contract: (w) Customer and Xerox will comply with all laws applicable to the performance of its obligations hereunder, (x) in no event will Xerox charge or collect any amounts in excess of those allowed by applicable law, (y) any part of a Services Contract that would, but for this Section, be construed to allow for a charge higher than that allowed under any applicable law, is limited and modified by this Section to limit the amounts chargeable under such Services Contract to the maximum amount allowed by law, and (z) if in any circumstances, an amount in excess of that allowed by law is charged or received, such charge will be deemed limited to the amount legally allowed and the amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts owed or refunded to Customer. 24. DEFINITIONS. A. "Application Software" means software and accompanying documentation identified in an Order as "Application Software". B. "Assessments" means assessment and recommendation reports created by Xerox in the performance of assessment Services. C. "Base Software" means software and accompanying documentation provided with Equipment. D. "Cartridges" means Equipment components designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules. E. "Confidential Information" means this SSA, Orders and certain business information identified as confidential that each party may disclose to the other. Customer Content is considered Customer Confidential Information. Xerox Work, Xerox Tools, and Xerox Client Tools are considered Xerox Confidential Information. F. "Consumable Supplies" means black toner (excluding highlight color toner), black developer, Cartridges and, if applicable, fuser agent. For full-color Equipment Orders that include Consumable Supplies, Consumable Supplies also includes, as applicable, color toner and developer. For Equipment identified as "Phaser", Consumable Supplies may also include, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. G. "Customer Assets" means all hardware, software, and or workspace owned, leased, rented, licensed and/or controlled by Customer, and any services used by Customer that Xerox needs to use or access to enable Xerox to perform the Services. H. "Customer Content" means documents, materials, and data provided in hard copy or electronic format by Customer to Xerox containing information about Customer and/or Customer's clients. 1. "Deliverables" means Products, Output of Services, Assessments, and Documentation. J. "Developments" means items created by Xerox and its employees, agents, and/or licensors, including, but not limited to, computer programs, code, reports, operations and procedures manuals, forms, design or other works of authorship or materials, in the course of performing Services. K. "Diagnostic Software" means software used by Xerox to evaluate or maintain the Equipment. L. "Documentation" means all manuals, brochures, specifications, information, and software descriptions, in electronic, printed, and/or camera-ready form, and related materials customarily provided by Xerox for Customer's use as part of the Services. M. "Eligible Affiliate" means any domestic entity which controls, is controlled by, or is under common control with Customer. Control (including the terms controls, controlled by and under common control with) means direct or indirect power to direct the management and policies of an entity. Form 52639 (November 2011) Page 7 of 9 City of Round Rock (RT 0712016) Exhibit "A" NN. "Xerox Tools" means certain Xerox proprietary tools (including any modifications, enhancements, improvements and derivative works) used by Xerox to provide certain Services. 00. "Xerox Work" means, collectively, Developments and Pre -Existing Work. CITY OF ROUND ROCK Signature Name (please print) Title Address Date Form 52639 (November 2011) City of Round Rock (RT 0712016) XEROX CORPORATION Signature oawp`,Cla Name D(Lu_) n G rpYc� Address rab 3(,:, oas�i n CeA-XBI vcf. . , F731 Date 10-1 -1 „_,1 Page 9 of 9 Order Exhibit "B" x rox��® under Servcw Contract # 7151641.00t 0 5 3 6 5 4 2 1 1 0 0 2 0 1 4 0 Faye 2 N 14 Xerox E ui ® .�—.s. (staples included for equipment with astapling feature) Item Description Meter Monthly Impressions In Plan Pool Identifier Additional Impression Charge, Plan Features Modificalion to Prior Pricing Install Location Owner Xerox Print I Services RUCK 1. 5C?PT (5875A PTICOP14TRAY) usbrner Ed -Quarterly Meter ADMINISTRATION- - Analyst Services 1: BLACK Per Pod Plan 90525 Per Pool Plan Reconciliation N AI XRX - Fixed Price 3RD FL • Consumable 221 E MAIN ST Suppl>eslnduded ROUND ROCK. TX 78664-5299 48 months - Xerox Print CITY OF ROUND Services RUCK Z. W7855PT (W7855PT TANDEM) -Customer Ed 1: BLACK Per Pool Plan 90625 Per Pod Plan -QuartedyMoter ADMINISTRATION • Analyst Services abo•� n RZ XRX 2: COLOR Per Pool Plan 90626 Per Pool Plan e Fixed 3RD FL -Consumable 221EMAIN ST Supplies Included ROUND ROCK: TX — --- 78664.5299 '-48 months • Xerox Print CITY OF ROUND Services RUCK 3. 6955APT (WORKCENTRE 5955) - Customer Ed -Ouartedy Meter FINANCE - -AnalystServices 1:BW Per Pool Man 90625 Per Pool Plan Reconciliation N CU5Wt55 XRX - Fixed Price CENTER • 2ND FL - Consumable 231 E MAIN ST Supplies Included ROUND ROCK, TX ...----- 78664-5214 -- -- -48 months -Xerox Print CITY OF ROUND Services RUCK 4. W7845PTO'y7845PT TANDEM) - Customer Ed 1: BLACK Per Pool Plan 90625 Per Pool Plan Quarledy Meter FINANCE92 Analyst Services — _ Reconcil:at0 N(COLOR XRX 2: COLOR Per Pool Plan 90626 Per Pod Plan n - Fixed ) 2ND FL - Consumable 231 E MAIN ST Supplies Included ROUND ROCK. TX 786645214 WU 364892 SSQ DMA &1212016 1 17 38 PIA Confidential. COW0. B 2008 XEROX CORPORATION. All rights —ed 0 5 3 6 5 4 2 1 1 0 0 2 0 1 4 0 Faye 2 N 14 Order Exhibit "B" xerox under Services Contrad # 7151641-001 0 5 3 6 5 4 2 1 1 0 0 4 0 1 4 0 Page 4 of 14 Xerox gWipaierrt � (staples included for equipment with a stapling feature) s� Item DescriptionPlan Monthly Identifier Irrinression Cha Features Modification to Prior Install Location � Owner -48 months -Xerox Print CITY OF ROUND 9. 5945APT (WORKCENTRE 5945) Services ROCK Customer Ed -Quarterly Meter ENVIRONMENTAL - AnalystServices 1: W1 Per Pool Plan 90625 Per Pool Plan Reconciliation N SVCS XRX - Fixed Price 5200 N I1-1-35 -Consumable ROUND ROCK, TX Supplies Included 78664 48 months CITY OF ROUND -Xerox Print ROCK 10. 5945AFT "ORKCENTRE 5945) Services FIRE -Customer Ed -Quarterly Meter DEPARTMENT- - Analyst Services 1: BW Per Pool Plan 90625 Per Pool Plan Reconciliation N CENTRAL STATION XRX Fixed Price 203 COMMERCE -Consumable BLVD Supplies Included ROUND ROCK, TX 786642115 - 48 months CITY OF ROUND Xerox Print ROCK 11 W783OPT (W7830PTTANDEM) Services FIRE DEPT - Customer Ed 1: BLACK Per Pool Plan 90625 Per Pool Plan - Quarterly 6leler STATION# 6 Analyst Services Reconcitation lI BLVD -LOGISTICS XRX L: WLDR Per Pool Plant U0526 Per Pool Plan - Faced Price 2919 JOE -Consumable DIMAGGIO Supplies Included ROUND ROCK, TX 78665-3980 48 months CTY OF ROUND -Xerox Print ROCK Services FIRE 12 VlC331SON r,7ORKCENTRE3315DN) -Quarterly Meter DEPARTMENT -Et", Per Pool Plan 90625 Per Pod Plan Recona5ation STATION# 2 XRX - Fared Pnce 200 W BAGDAD Consumable AVE Supplies Included ROUND ROCK, TX 786645804 W.1 364892 SSO DATA 6112110161.1738 PA1 Corrd.tal Coprngha92008 XEROX CORPORATION, All nghla—.d 0 5 3 6 5 4 2 1 1 0 0 4 0 1 4 0 Page 4 of 14 Order Exhibit "B" under Services Contract# 7151641-001 Xerox Eripffient c3simm (staples Included for equipment with a stapling feature) Item • Monthly Plan Pool Identifier Modification Additional Impression Charge Pricing Owner Xerox Print Services ROCK 17. WC3316ON(WORKCENTRE33150N) - Quar"Meter FIRE 1: BVI Per Pod Plan 90625 Per Pool Plan Reconciliation DEPARTMENT- XRX - Fixed Pnce STATION! 7 -Consumable 2811 OAKMONT OR Supples Included ROUND ROCK, TX 78565 -48nanths CITY OF ROUND -Xeroxvmu ROCK t,ernces GENERAL 16, WC-bWbUN(WURKULN:Rtti6(.15) TBW Per Pool Plan 90625 Per Pool Plan •Quadnl tinter SERVICES .. ZColcr _— - per Pool Plan —.--- 90626 _...— Recora(i bon N Per Pool Plan 2121;UrAMtK(;t XRX - raced rnce BLVD -Consumable ROUND ROCK, TX �;uppues maubed 78664-2116 - 48 months -Xerox Print CITY OF ROUND Services ROCK 1y W7855PT OV7855PT TANDEM)-Customer Ed 1.BLACK Per Pool Plan 90625 Per Pod Plan -Quarterly Meter HUMAN -Analyst ServicesReconciliado RESOURCE XRX 2: COLOR Per Pool Plan 90626 Per Pod Plan n - Fined S STE 100 Consumable 231 EMAIN ST Supplies Included ROUND ROCK. TX 786643214 - 48 months • Xerox Print CITY OF ROUND Services ROCK 2U. 5955APT(VMRKCENTRE 5955? • Customer Ed - Quarterly Meter INFORMATION -Analyst Services 1:EG Per Pool Plan 90625 Per Pool Plan Reconpliaton if ItCRNULWY1 XRX - Fixed Price 2ND FL -Consumable 221 EMAIN ST Supplies Included ROUND ROCK. TX 78664.5299 Wtl 364892 S80 DVA 8112!0161 17 38 PBS Con:denha - CapynghO 2008 XEROX CORPORATION. AJ r S:13­d 0 5 3 6 5 4 2 1 1 0 0 6 0 1 4 0 Page 6 of 14 Order — -- Exhibit "B" x r x` �® under SetvlcesContract 97151641-001 `` 0 5 3 6 5 4 2 1 1 0 0 8 0 1 4 0 Xerox Eauici hent 0 8�. Description Meter Monthly Impressions In Pool Idenlifier Additional r (staples included Plan Features for equipment Modification to Prior with a stapling feature) lflstail Location Owner item CITY OF ROUND -4bmontns ROCK -nemx vrInt PARKS 8 5. 5955APT (WORKCENTRE 5955) bLNwces RECREATION Customer Ed1'. ter DEPT BACK OFC Analyst Services BW Per Pool Plan 90625 Per Pool Plan ROpry STE25D XRX f-lxea Pnce 301 W BAGDAD -COnsumaDle AVE buppnes]nauaea ROUND ROCK, TX 786645819 48 months Xerox Print CITYOFROUNO Services RUCK 6. 594MFT (WORKCENTRE POLICE 5945) - Customer Ed • Quarterly Meter - Analyst Services 1: BVI Per Pool Plan 9D625 Per Pool Plan Reconaliation N UEPAR1MENr- XRX • Fixed Price - COMMUNICATIONS Consumable 2701 N MAYS ST Supplies Included ROUND ROCK, TX 78665-2412 48 months -Xerox Print CITY OF ROUND Services ROCK 21. 5945APT(WORKCENTRE POLICE 5945) - Customer Ed - Quarterly Meter - Analyst Services t BVI Per Pool Plan 90625 Per Pool Plan Reconciliation UL -PARI MEN] . XRX . Fixed Price RECORDS . Consumable 2701 N MAYS ST Supplies Included ROUND ROCK, TX • 48 months - ---. 78665.2412 - Xerox Print CITY OF ROUND Services RUCK 28. 5945APT(WORKCENTRE POLICE 5945) - Customer Ed Quanedy 1.4eter • Analyst Services 1. LIN Per Pool Plan 90625 Per Pool Plan Reconciliation N UtPARIMtNI• XRX Fixed Price TRAINING - Consumable 2701 N MAYS ST Supplies Included ROUND ROCK, TX 78665-2412 Pago 8 of 14 VN 334882 SSO DMA &1214761.1798 PM Ccnrdembal . CopynghM 2008 XEROX CORPORATION, All nghts resavod 0 5 3 6 5 4 2 1 1 0 0 8 0 1 4 0 Order Exhibit "Btt ender Services Contract # 7151641-001 0 5 3 6 5 4 2 1 1 0 1 0 0 1 4 0 Page 10 d 14 Xerox Eauioment (staples included for equipment with a stapling feature) r � !Xerox- ROUND Services RUCK j3. 5945APT(WORKCENTRE 5945) - Customer Ed Quarterly Meter POLICE -Analyst Services 1: BW Per Poo! Plan 90525 Per PoolF: Order17 7 Exhibit "B" Xerox ETmment (staples Included for equipment with a stapling feature) Modification 17"D .,'Additional ision Charcia Plan Features to Prior Install Location Owner CITY OFROUND 48 rr*nMS ROCK • Xerox Vnia TRANSP- 41. W7225P CW7225P 21 RAY) bemoes CONSTRUCTION Customer Ed 1: BLACK Per Pool Plan 90625 Per Pool Plan ter INSPECTION Analyst Services 2: COLOR Per Pool Plan 90626 Per Pool Plan 4=11= N SERVICES XRX - meo Price 2008ENTERPRISE -C-onsurname DR 5uppces mouilen ROUND ROCK, TX 78664-2120 48 months -Xerox Print CITY OF ROUND 42. W7855PT (W7855PT TANDEM) Services ROCK Customer Ed is BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter UTILITIES -ADMIN Analyst Services Recono5ation N 2008 ENTERPRISE XRX 2. WLUR Per Pool Plan 90626 For Pool Man - Fixed Price DR "Consumable ROUND ROCK, TX Supplies Included 786642120 48 fwnths Xerox Print CITY OF ROUND 43. 5945APT (WORKCENTRE 5945) Services ROCK Customer Ed - Quarlerly Meter UTILITY BILLING Analyst Services 1: BW Per Pool Plan 90625 Per Pool Plan ReconciWon 1ST FL XRX - Fixed Price 221 E MAIN ST -Consumable ROUND ROCK, TX Supplies Included 786645299 48 rmnths CITY OF ROUND Xerox Pant ROCK 44. WC5325PT (V'C5325 PRINTR/TANDEM) Ziel"Vices VEHICLE - Customer Ed -QuWertyMaler MAINTENANC -Ana'ysi Services I -Ictal Per Pool Plan 90625 Per Pool Plan Reconoligon E 901 LUTHER XRX •mea Price PETERSON • Lonsumme ROUND ROCK. TX zjuppies incium 786654312 vil.; 364892 SSO DMA Ell 2/2016 117 38 PM Ccnrtdwbal - Copynghrl) M XEROX CCRPOPATION A] agtL —ed Page 12 of 14 0 5 3 6 5 4 2 1 1 0 1 2 0 1 4 0 Order under Services Contract # 7151641-001 Services Contract Exhibit "B" following tens and cor'''' ve in addition to dose In the SSA In the event of a conflict between tents a d concAtions, the order o preRdence wb be the SSA, this SSO and the applicable SOW, except where expressly stated otherwise in the SSA QUARTERLY METER RECONCILIATION: Each month Customer w.11 be IxIled for the then -current Monfhty Minimum Charge(s) under an Order. The number of'Monthly Impressions In Plan' wib count towards a Quarterly Minimum Volume (calculated as three (3) times the Monthly Impressions In Pian) for Equipment installed under the SSO, At the end of each 'Quarterly Period' (defined as the three (3) consecutive months beginning in January, April. July and October), Xerox wig b2l Customer for impressions produced in excess of the Quarterly Mmirnum Volume, at the Addilionai impression Charge set forth in an Order. In the event that the total number of impressions produced in a quarter is less than the Quarterly Mmirnum Volume, Customer agrees to pay the Quartaiy Minimum Volume. Xerox will bil Custamerfor partial quarters on a pro rata basis XEROX PRINT SERVICES INVOICING. Clientvaa be invoiced for XPS Sery cos in a standard Xerox formal. The Total Monthly Minimum Charge ('MMC') identified in Exhibit is biWd monthly in advance through the end of the month in which the termination effective dare occurs. If the Services Commencement Date is other than the first day of a month, the MMC wd: be billed for the fest month on a pro rata basis. If a Managed Device is added to, or removed ia from, the XPS Services Contract during a month, Xerox will bill the Monthly Fee on a pro rata basis The Excess Charge per Impression ('ECI') identified in Exhibit A is billed in arrears on a quarterly basis for al impressions •n excess of three times the Monthly Mininxim Pnnl Volume ('MMPV') identified in Exhibit A. If the Services Commencement Date is other than the first day of a month, the MMPV for the first month w l be calculated on a pro rata basis. Invoicing and payment for Xerox Contracted Devices will be govemed by the teems and condrhons of the applicable Equipment Agreement EARLY TERMINATION: As per the Early Termnabon provision in the SSA, for every Order under this Services Contract number 7151541-001, you shall pay early temrinatan charges as noted herein. If, prior to the end of the tern of an Order hereunder; you terminate Equipment require Equipment be removed or replaced or Xerox terminates an Order due to you' default, you shall pay all amounts due Xerox as of that dare, together with the Xerox-czlLulated monthly equipment component ('MEC'), which is available upon request and includes a disengagement charge, far vl affected Equipment mutyfred by the number of months remaining in said Order. In addition, you shah eitlmr make the subject Equipment (n the sane cond:ton as when delivered. reasonable wear and tear excepK and its Software available for removal by Xerox when requested to do so or purchase the subject Equipment 'AS IS, WHERE IS' and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE by pay,ng Xerox the Far Market Value rFMV') of the Equipment at the conclusion of its term. XERGY:CORPGRATV�: r. AM righiz —.ed Page 14 of 4 - 0 5 3 6 5 4 2 1 1 0 1 4 0 1 4 1 xerox C, I' W U 364 892 8/1212016 1:17:38 PM Confidential - Copyrights 2013 XEROX CORPORATION, All rights reserved 0536542140010010 Exhibit "B" Page 1 of 1 i i�� Market Code W7855PT • - WorkCentre 7855 On Order Color 5955APT WorkCentre 5955 On Order Black & White W7845PT WorkCentre 7845 On Order Color 5945APT WorkCentre 5945 On Order Black & White W7855PT WorkCentre 7855 On Order Color W7830PT WorkCentre 7830 On Order Color W7830PT WorkCentre 7830 On Order Color 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White W7830PT WorkCentre 7830 On Order Color WC3315DN WORKCENTRE 3315 On Order Black & White WC3315DN WORKCENTRE 3315 On Order Black & White WC3315DN WORKCENTRE 3315 On Order Black & White WC3315DN WORKCENTRE 3315 On Order Black & White WC3315DN WORKCENTRE 3315 On Order Black & White WC3315DN WORKCENTRE 3315 On Order Black & White WC6605DN WorkCentre 6605DN On Order Color W7855PT WorkCentre 7855 On Order Color 5955APT WorkCentre 5955 On Order Black & White W7845PT WorkCentre 7845 I On Order Color W7830PT WorkCentre 7830 On Order Color 5945APT WorkCentre 5945 On Order Black & White W7855PT WorkCentre 7855 On Order Color 5955APT WorkCentre 5955 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White W7845PT WorkCentre 7845 On Order Color 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White 5945APT WorkCentre 5945 On Order Black & White 5955APT WorkCentre 5955 On Order Black & White WC6605DN WorkCentre 6605DN On Order Color WC6605DN WorkCentre 6605DN On Order Color W7225P WorkCentre 7225 On Order Color W7855PT WorkCentre 7855 On Order Color W7225P WorkCentre 7225 On Order Color W7855PT WorkCentre 7855 On Order Color 5945APT WorkCentre 5945 On Order Black & White WC5325PT WorkCentre 5325 Copier/Printer On Order Black & White W7830PT WorkCentre 7830 1 On Order Color WC5325PT WorkCentre 5325 Copier/Printer On Order Black & White 5945APT WorkCentre 5945 On Order Black & White r WU 364892 8112120161.17,38 PM Confidential - CopyrighiO 2013 XEROX CORPORATION, All rights reserved Page 1 of 1 0 5 3 6 5 4 2 1 5 0 0 1 0 0 1 Xerox Print Services Description of Services Client ROUND ROCK CITY OF XPS Services Contract Number. 7151641-001 e. Assure that networked Managed Devices are Simple Network Management Protocol ('SNMP') enabled and can route SNMP over the network. f. Provide a dedicated PC or server, as required, that is corill tliar neMvk 4 f s ff lient PC'), and allow Xerox to install, use, access, update and maintain the Tools on the Client PC. The Tools cannot b t S .bfiver w" other SNMP-based applications or other Xerox Tools are installed, because they may interfere with the Tools. g. Ensure that proper virus protection is installed, maintained, and enabled on the Client PC and any servers, desktop workstations, laptop computers and other hardware attached to or hosting any data on Client's network or output environment Xerox is not responsible for the disruption of XPS Services or loss of functionality of the Tools caused by any of the foregoing. If the Tools become inoperable due to Client implemented changes to its network, Xerox will work with Client to re -install Tools. h. Assist in implementation of the Tools by providing relevant network information such as the IP address ranges or subnets on which networked Managed Devices reside. i. Distribute Supplies and Consumable Supplies within Client's site (or facilitate Xerox contracted on-site resource to perform this task) and install them in Managed Devices and clear paper jams. j. Resolve any Client network or PC hardware or software issues, or Managed Device software or printing issues not caused by a hard device failure. k. Replace Managed Devices cartridges and CRUS (or facilitate Xerox contracted on-site resource to perform this task). I. Respond to calls from service technicians to validate location and inoperable condition of Managed Devices and provide reasonable access to Client's facilities and personnel as required for the performance of XPS Services, m. Ensure that Managed Devices are installed and operating within the OEM's specifications and are readily accessible to the Xerox authorized service representative. n. Submit meter data for networked Managed Devices when such data cannot be provided by the Tools and work with Xerox to enable the Tools to automatically provide meter data from such Managed Devices. If a meter read for a Managed Device has not been provided by the Tools or submitted by Client for 45 days, Xerox may discontinue some or all of the XPS Services for that Managed Device under this DOS. o. Request Basic/Maintenance Services, Break Fix Services, Supplies and/or Consumab:e Supplies from the Xerox Help Desk for Managed Devices that are not compatible with the Tools. p. Grant or transfer to Xerox sufficient rights to use software owned, licensed or otherwise controlled by Client, as required, solely for the purpose of providing XPS Services. q. Legally dispose of wastes generated from use of Managed Devices and associated Supplies, Consumable Supplies and CRUs. r. Be solely responsible for. (i) determining whether any Managed Devices are under an existing service, warranty, extended warranty and/or supply contract with the manufacturer or a third party dealer, reseller or service provider ('Pre -Existing Contracts)"): (ii) what action(s), if any, Client should take with respect to Pre -Existing Contract(s); and (it) the payment of any early termination fees or other charges associated with the termination of any Pre -Existing Contract(s). 8. PRICING. The pricing for XPS Services for the Managed Devices is identified in Exhibit A Xerox may adjust such XPS Services pricing annually and as specified in Exhibit A. 9. TERMINATION. Neither party may terminate the XPS Services during the first twelve (12) months after the Services Commencement Date. Thereafter, either party may, upon 90 days written notice to the other party, terminate the XPS Services. In addition, Xerox will have the right to terminate the XPS Services, upon not less than thirty (30) days' notice, if the Services Commencement Date has not occurred, for any reason whatsoever, within ninety (90) days after the date the XPS Services Contract is accepted by Xerox. The expiration or termination of the XPS Services will not affect any of the Equipment Agreement(s), or any other agreement with Xerox under which Client acquired Xerox Contracted Device(s), each of which will remain in full force and effect until the end of its term. 10. MISCELLANEOUS. The terms and conditions in this DOS are applicable only to the XPS Services for the Managed Devices covered under the XPS Services Contract and DOS and are not applicable to any other Products under the XPS Services Contract, any other Services Contract, Order or any Equipment Agreement 11. DEFINITIONS. Capitalized terms that are not defined below or elsewhere in this Description of Services have the meaning assigned to them in the XPS Services Contract or Equipment Agreement, including any Orders, amendments or addenda thereto. a. Asset Management Database: A database that is hosted and maintained by Xerox to facilitate the XPS Services and record and provide reporting on Managed Device activities. b. CRU: Client replaceable units or items that an operator can install without service assistance. c. Device Exchange: Onsite Break Fix Services are not available for a limited number of Managed Device models, which are designated as 'Device Exchange' models in Exhibit B to the XPS Services Contract. If a Device Exchange model requires repair, Xerox will ship a replacement device to the Client Client will then ship the defective unit back to Xerox within a specified timeframe or be billed for the replacement device d. Equipment Agreement The agreement between Client and Xerox under which Xerox provides Basic/Maintenance Services, as applicable, for a Xerox Contracted Device. e. Managed Device(s): The devices identified in Exhibit B of the XPS Services Contract which may include Xerox Contracted Devices and/or Non -Xerox Contracted Devices, as applicable. f. Xerox Contracted Device(s): A Xerox brand device(s) for which Xerox provides BasictMaintenance Services, as applicable, under an Equipment Agreement g. XPS Services: The services described in this Description of Services ("DOS"). h. XPS Services Contract The agreement between Client and Xerox identified above, including any Orders, amendments or addenda thereto, which sets forth the terms and conditions governing this DOS. L Supplies: Toner and ink for Non -Xerox Contracted Devices, which may be new, remanufactured or reprocessed. wU 364892 DOS 8/12120161;17:36 PM Confidential - Copythf@ 2013 XEROX CORPORATION, All rights reserved Page 2 of 3 0 5 3 6 5 4 2 1 3 0 0 2 0 0 3 0 Page 2 of 5 Summary Page Only Sample invoice Forma — umrrtap v Paple Uni (Figure 11) Provides grand totals for all XPS charges represe on 6y�±�y �oil A1j9 g+�Vfs subtotals for each location and applicable taxes.IDIT 671 To: ABCtAMPANY ACCOUNTS PAYABLE 125 BROADWAY N W 'Y0R% NY 32999.1220 Tm Tott option is selected p„a;eRG.T Thant yaafcrdebwtrJs,vti. K-�< _ Credit Rebill Remarks go here. I -. i Rendered On date indicates when the invoice PDF was generated. Randatedan.cTLn1,g.-------------------------- PLEASEWCLUDET495STUB Vdii1YOLMPA)*h1Ur,ORlSR EYOUR9N070=NUMBVNSiONYOURCKCX Seip taf instn9a d At: 811 to; When Pe fvr8 by mz0 tend paymwtto: ldubpI: Lxw1=s A3CC07.iPA11Y XEROX CORPORAT101, AECOUNTi PAVASIE P.O. BOX 827593 C 123 5900WAY PKfl ADEL=HA PA19182-MO v NEV/ rWK.NY 12929.1224 ❑ r!tue dl:•9 Fez l r: _- Y='. TC-�l3m e•'1;.Y ri . ra'�?J SY rnmweAmaum CN: 123JI M9 !T, 9� 23OD30mi MV- DAT1:07l01f2013 E3PP 5 4,508000 Form # 525476-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16 Pkue Dcea tnguries To Xeres fi�t�xrati�t POB.:XU 92 Due Data: TX 752:6-0571 Phone: WO -8-1 1-3539 List of High Level Charge j SupToI1,,ugedAr Type subtotals. i PS❑itlp:a Gtti r Descending Dollar Amount 230010991 sequence. tmake Date: 0740M oescripsoo 671 To: ABCtAMPANY ACCOUNTS PAYABLE 125 BROADWAY N W 'Y0R% NY 32999.1220 Tm Tott option is selected p„a;eRG.T Thant yaafcrdebwtrJs,vti. K-�< _ Credit Rebill Remarks go here. I -. i Rendered On date indicates when the invoice PDF was generated. Randatedan.cTLn1,g.-------------------------- PLEASEWCLUDET495STUB Vdii1YOLMPA)*h1Ur,ORlSR EYOUR9N070=NUMBVNSiONYOURCKCX Seip taf instn9a d At: 811 to; When Pe fvr8 by mz0 tend paymwtto: ldubpI: Lxw1=s A3CC07.iPA11Y XEROX CORPORAT101, AECOUNTi PAVASIE P.O. BOX 827593 C 123 5900WAY PKfl ADEL=HA PA19182-MO v NEV/ rWK.NY 12929.1224 ❑ r!tue dl:•9 Fez l r: _- Y='. TC-�l3m e•'1;.Y ri . ra'�?J SY rnmweAmaum CN: 123JI M9 !T, 9� 23OD30mi MV- DAT1:07l01f2013 E3PP 5 4,508000 Form # 525476-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16 ev r Page 1 of X Due Data: 07/3112D13 Mme PgnlsAm c 50,509000 PO: 123AHM0123567a9912346MM2Sa 67399 Sperbi Referenda lovoke Nurtdxr. 230010991 xeroxD117LSrfurdber 0II95 M2 tmake Date: 0740M xemxFederdTax90: 15.07690:7 Cu:to ,Numb= 123:56799 Contract dumber. 7079011-0OS 671 To: ABCtAMPANY ACCOUNTS PAYABLE 125 BROADWAY N W 'Y0R% NY 32999.1220 Tm Tott option is selected p„a;eRG.T Thant yaafcrdebwtrJs,vti. K-�< _ Credit Rebill Remarks go here. I -. i Rendered On date indicates when the invoice PDF was generated. Randatedan.cTLn1,g.-------------------------- PLEASEWCLUDET495STUB Vdii1YOLMPA)*h1Ur,ORlSR EYOUR9N070=NUMBVNSiONYOURCKCX Seip taf instn9a d At: 811 to; When Pe fvr8 by mz0 tend paymwtto: ldubpI: Lxw1=s A3CC07.iPA11Y XEROX CORPORAT101, AECOUNTi PAVASIE P.O. BOX 827593 C 123 5900WAY PKfl ADEL=HA PA19182-MO v NEV/ rWK.NY 12929.1224 ❑ r!tue dl:•9 Fez l r: _- Y='. TC-�l3m e•'1;.Y ri . ra'�?J SY rnmweAmaum CN: 123JI M9 !T, 9� 23OD30mi MV- DAT1:07l01f2013 E3PP 5 4,508000 Form # 525476-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16 Pool Pian ''� Exhibit ��B" �® under Services Contract«7151641-001 �' [� Pool Plan t�'Q?..- OOL PLAN modifies the tv antract, entered into between Custanerand Xerox and identified by ills 10 -digit Services Contract number on the Pool Plan documents This Pool Pian and the Services Contract mnst4ute the entire agreement as to Ite poo.'(s) identified herein, and supersedes ae other oral and written agreements regarding said pool(s). Except as set forth in this Pool Plan, the Services Contract will remain as stated. in the event of a conflict between the terms of the Services Contract and this Pool Plan, this Pool Plan will control 2. DEFINITIONS: Any tens of defined below for this Pod Paan we be as set forth in the SSA or SSO. As used heren, the following terns will have these meanings: a. 'Additional Impression Charge' or 'AIC means the charge for each impression above the Monthly Impressions Included in Plan b 'Meter Reconciliation Period' ('MRP') means the frequency with which the actual impressions made on Pooled Equipment are compared to the Monthly Impressions Included in Plan for invoicing purposes. Each pool may only have one MRP. c 'Pool Plan' means a spec pricing arrangement for Impressions for 2 or more units of Equipment, with applicable terms and conditions. Multiple Pool Identifiers may exist under a Services Contract d. 'Xerox Equipment In Pool' or'Piw.ed Equipment' means the Equipment set forth in the Xerox Equipment In Pool table as shown in the Pool Plan documents An updated Xerox Equipment In Pool table will be issued with each mot irication to a Pod Plan. Each pool will be identified by a Pod ID. Eq:npment with both Black 8 White and Color meters may contribute to more than one pod. Muifiple pads may exist under a Services Contract e. 'Monthly Impressions Included In Plan' as shown in the Pool Plan documents, indicates the m ordhly level of impressions that must be exceeded on the Peeled Equipment before the AIC becomes bllatile. L 'SSO AIC' means the charge for each impression above the 'Monthly Impressions In Plan , as shown in the SSO documents included for each unit which is outside the Pool Plan. g. 'Quartedy means calendar quarters of 3 consecutive months beginning in January. April July and October 3. PRICING The IAMC for each unit of Pooled Equpmem will be asset forth In a Services Contract. The AIC pricing for a pod is based on Pooled Equpment that is physicaly installed or pending delivery. The 'Monthly Impressions Included in Pian' and the AIC will be revised as Equipment is aided to or removed from a pod. Unless the un �t,' 'Plan Features' indicate 'Fired Price' Xerox may annually a4ust the AIC. (For stale and lora government customers. tins adjustment vn1 take place at the commencement of such Customer's annual Wrtaa cycles). 4. BILLING The unit MMCs for Pooled Equipment vA I be invoiced monthly The AIC will be Invoiced in arrears based on the frequency of the MRP. 5. QUARTERLY RECONCILIATION: If the MRP Is Quarterly, Xerox w:1 invoice the AIC at the end of each quarter for impressions in excess of 3 times the Monthly Impressions Inducted in Plan Partial quarters will be invoiced on a pro rata basis, based on a 30 -day bV:ng month. 6. POOL PLAN CREATION AND MODIFICATIONS: The Poo Plan Effective Date wll be (t) the dam sham on the face of the Pool Plan documents .. or(i) the inslatabon dale of the first newly placed unitofXerox Equipment In Pool- at the inception of a pool, whichever is later. a. NEW POOL OR ADDITIONS TO POOL: When a pod is created or when Equipment is added to a pool the Equipment .,r be invoiced using its pool AIC in effect at the end of that MRP b. REMOVALS FROM POOL: When a unit of Equipment is removed from a pod and As SSO, the Equipment will be Invoiced using As pool AIC In effect at the end of the previous MRP. When a unit of Equipment is removed from a pool and continues under its SSO, it will revert to its SSO AIC, exclusne of any Pool Plan, beginning on the first day of the MRP during which the Equipmem is removed from the poet. c. TERMINATION OF A POOL: Elver party may terminate a pool upon 30 days prior wdtlen notice A aedificabon resulting in less than 2 units In a pool will be a termination of that pool When a pod is terminated and the Equipment Is removed from its SSO, the Equipment will be invoiced using its pod AIC in effect at the end of the previous MRP. When a pool is terminated and the Equipment continues under its SSO it will be invoked using its then current SSO AIC. d. TRANSFERRING EQUIPMENT FROM ONE POOL TO ANOTHER POOL, When Equipment is transferred from one pool to another pool. the Equipment wII be invoiced for the entire MRP using the receiving pod s AIC in effect atthe end of that MRP 7. EQUIPMENT TERMINATION: When a unit of Equipment in a pool is temunated, Customer u7 be invoiced for that unit as set forth in this Pod Plan and for any other applicable charges as set forth in the SSA or Services Contract, W1,1361892550DMAVIV2016113.39PM Corddara- Copynglrt02008 XEROX CORPORATUN. AunyiAsre .d Pego 5 01 0 5 3 6 5 4 2 0 9 0 0 5 0 0 5 1 Pool Plan under Services Contract 9 7151641-001 Y enmier Pool Name City of Round Rock Pool Pool Meter Type Black d While Exhibit "B" 33 ' 5945APT Pending Delivery Added 34 5945APT Pending Delivery Added 35 5945APT Pending Delivery Added 36 5955APT Pending Delivery Added i 37 WC6605ON Pending Delivery Added 38 WC6605DN Pending Delivery Added 39 W7225P Pending Delivery Added 40 W1855PT Pending Delivery Added 41 W7225P Pending Delivery Added 42 W7855PT Pending Delivery Added 43 5945APT Pending Delivery Added 44 WC5325PT Pending Delivery Added 45 W783OPT Pending Delivery Added 46 WC5325PT Pending Delivery Added 47 5945APT Pending Delivery Added Wu 36C SS—O OMA 6117!21116113.39 PM Cmfderbal Capyn014)2008 XER1 X CORPORATION. N ghts —Nd 0 5 3 8 5 4 2 0 9 0 0 3 0 0 5 0 Page 3015 WU 366692 SSO OMA S112R0161:13,39 PM CmfdmU4 - Cappghr* = XEROX CORPORATION, AO ngMs reserved 0 5 3 6 5 4 2 0 9 0 0 1 0 0 5 0 Exhibit "B" paw 1d5 Yoursignahre indicates your agreement to Bre Items and prong in this Pool Plan Thank You for your business! This agreement is proudly presented by Xemx and n Ferr Signer Alan McGraw Phone 512-218-5410 512 5652 For infomlation on your Xerox Account 1 C.—A O.,.d So nArr De, Please see yourSa!es Representative 1 1_ Page 3 of 5 Invoice Format—St$fnfrtar lus Device Detail fFijures 2 & 3) Includes Summary, format described �t ve plus detailed charges for a ch location. There are 2 detail options: ,�V 7)etatl by Location/Serial Number (Figure 2) DEFAULT Minimums and Impressions are listed anE'u"fifti"Bil lumber. Xerox IF, Pkw0i• 1MAei.T.! 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L:7.COW A.07 S.37AJ 140:1 slldow Form # 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) A%ppro�ed 8 3 :6 Page Breaks by Install Minimum and Meter charges listed together and subtotaled for each serial number. Displays Ist Client Data reference field value, if ! present. 11 ! All non -device charges show here. E.g. shipping charges, overtime, variable charge Tax displayed per ,location ttOMef :awn 11+1 Sr sw , us3;uc;9 uTr :;tl trim .1Rrt•..M•f ril"ry.:•±rgylc.':y.1.:aw.+•wYTr,•a.:•+,m u.i. fi. bld4 a+i.ct itrutl-0t.C-.+r..{at..+.+aW tM.r��•W:s M-. vl.d N.iv.,..ws..{H,N. ii.+411.:iw4,•Y..*u ..eiNNrYnt1[a,artricw+na tb.MY.t�butt tibwmvh:^.a-•WtNttaW.Xq:+.e aentlLtlai lyw rRa TT..u+, :.rYYwq b.pnn.Tr-na..uu•. L:IM<•aN:atilu.11•ar'•.. . f • l!N I• TAI•rGlafGTyG ' e l.ry{C•via.aC1N Form # 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) A%ppro�ed 8 3 :6 Page Breaks by Install Minimum and Meter charges listed together and subtotaled for each serial number. Displays Ist Client Data reference field value, if ! present. 11 ! All non -device charges show here. E.g. shipping charges, overtime, variable charge Tax displayed per ,location may-} j^y (' �-{} Page 5 of 5 e {® ®..eS • TI9.�01 L Y ! A'f !1 �1 7tiJ "ACJ �J J1 4 = 1 3 Brox Leased avlces Invoice Backt., Default option includes 3 tabs: Unformatted, Formatted by Install Address and Formatted by Serial Number Below is a sample of the worksheet unformatted. o E�5lt "B" A B .'1 'C ID I f'_... i. {i. . H 1 .; I k L 61 ... N.. 0 o p '�- I 2:!DIC+1D0'.'i a3v rc30a1 ABCCOMPANY 'We064Et0 '- ID[T e1L, 125 HVI'V aabrs Vto Mara J 511017123(.30! 3 'MMICWl 10M1Ywxa AHLMMPAIY YUOUCH! IOCT UR`MUS LDbrbLtusall 913111 -=I 612i•1f'rt=.10t: 19 IE71Cs31 JODlAfAl0D1 ABC COMPANY ULIME94 I 1002 31_"02' Xt=Eam df 5,P. -mem !S?(C4 DD S!,M7 7 SM -10 rt271.0 C: 5.10 167 10 93 AYaama.. ABCWMPAIY M00156111 100' 9w.91129 6Y: atwro . ! 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ABC COWPt1Y Miwe.ue+ 1001 antV01471 O+Tatra barw..Pn 51600 Sh15D0 170 11507123uMr is wmta53i 1Vn4nr ABC COMPArry 0Ut09,M4 tool OU1401171 1CrDaf0apm1 A 504na1D--1m+ 11.="I 1 SIAM007123•+0K 1y 11 7 163 1 917 aylv,Vatb ABC COUPUIV 1WO6WS 1041 00![CI= C.w blm bu 11223 0,1106 2W137,737129UFM 10 301031713 uM/A1Ctl IPC cmwpmY 140616(6._ 1001 BNGC01w Ovra1•a tMfttM1 11590 SQINC IM '615.012f73uw 17331631063 Wlv o cSt COWMIYI Vwu6N.I tOCI DIQCOM. uroa00dpr.nt6 La11nut_.rtns CO'• 4?DWM R-•076IIOD0 ) 51=ACI71$1a0.t0 18.33101363 mayc0x AK C'011A4N IMOP"& I"a 11MMI611 "Wbpms' 11337 S0.)1W29 f MTI23UIti 19 3)1631:63 a00..lbA ABC COMPWf 0014M 1002 D8C(01i11 0, -Lk tt`td1b0l 31690 ,. SO,iQ40 1 .fi�.Ql''71�1+7LC M 33101103 IAAu a 45C COIIPU:Y Mu06IMS 1002 0-TC01611 !tarot C6tbreA165cRw11/-:m:t c0> 11+.4COC1C SIA0*R1 { 11A00>3a7123UFK 23 33161t063 xV>:WA ADC cowzx' MOp6aC46 1001 08001630 C1Wbvals.. j 51223 "80:11 .7.7�7tT121u0-ct 22 :316317113 AVUfnJp ADC COMPAtf/ MM0014G6 1 IGC2 2RCC6161J W.gu 1x1nao' 11;00 501,000 1 31Q00 7127+.0.CC ?3X1710100 vhVcm ADC COMTAINY Uk0OWt6 ICC? "'R�_• tielrx CD yrrti tccnu0-•mne0: %3"00660 it.0013DQtlt i" 17.00D0-I23ULKC 26 /7101001 wrarum GPC EOMPAI,Y MUO=071 1011 Otl[[OI61 --'°`--.faWi I "M 81-0075' 2r, 66 tD;tY'1t60P '�^/3101669 PAIAVADOS AN C0MP41Y 1IU011D4r ; IC01 Mow Orata_Y` "-� 51300 10.1307 110 ' 1170 11:31411 20:39101093 X*YA W I AM WUPANY I UMOVO4T1 3001 91DC916a3 I X.. Eevamnit� fl,(W➢0 1$000,0000' 1 1�OCDOD 713]110 -ft. _. .. !_n UD10114311g11 B DM:u7 NCw^:3tt1 0v ..P I LS Ib r' S6lY ,+0. f1 Arbor -" � �•.._- '. 1 5 1 This is raw data. Notice there is no groupings. It is — sorted by serial number. Sample below of worksheet formatted by Usage Detail. Form # 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16