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
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221 E MAIN ST
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ROUND ROCK. TX
78664-5299
48 months
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CITY OF ROUND
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- 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)
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Randatedan.cTLn1,g.--------------------------
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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.
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Pkw0i• 1MAei.T.! C" -Q441399 aa.lorlr � This page only shows
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Page Breaks by Install
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Form # 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) A%ppro�ed 8 3 :6
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Form # 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16