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Contract - Xerox Corporation - 2/9/2017 CITY OF ROUND ROCK AGREEMENT FOR COPIER LEASE SERVICES AND SOLUTIONS WITH XEROX CORPORATION THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § 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 "A ent."This Agreement is made and entered into on this the day of the month of "7 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 1.0 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to obtain specified goods and Vendor is obligated to provide specified goods. The Agreement includes the following: (a) pages one (1) through nine (9) of this document; (b) the "Services and Solutions Agreement" (attached as Exhibit "A" and incorporated herein by reference for all purposes); and (c) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference to pages one (1) through nine (9) of this Agreement. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Goods mean the specified supplies, materials, commodities, or equipment. E. Vendor means Xerox Corporation dba Xerox, or any successors or assigns. 2.0 EFFECTIVE DATE; INITIAL TERM; ALLOWABLE RENEWALS A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The term of this Agreement is for four(4) years from the effective date hereof. C. Prices shall be firm for the duration of this Agreement. No separate line item charges shall be permitted for invoicing purposes, including but not limited to equipment rental, demurrage, or any other extraneous charges. 3.0 SCOPE OF WORK The initial Order under the Services Contract # 71151641-001 for the goods and Services which are the subject matter of this Agreement is described in Exhibit `B." 4.0 COSTS City agrees to pay Vendor the amounts set forth in Exhibit `B" for the items and related Services described in Exhibit "B." 2 5.0 INVOICES All invoices shall include, at a minimum, the following information: 1. Name and address of Vendor; 2. Purchase Order Number; 3. 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: 3 1. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or 2. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or 3. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or 4. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 9.0 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.0 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 11.0 INSURANCE Vendor shall meet all City of Round Rock insurance requirements set forth at: http•//www roundrocktexas og v/wp-content/uploads/2014/12/corr insurance 07.20112.pdf. 12.0 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Purchasing Manager 221 East Main Street Round Rock, TX 78664 (512) 218-5457 4 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 perfonn 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 5 2. Three (3) days after being deposited in the United States snail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Xerox Corporation 45 Glover Avenue Norwalk, CT 06856 Notice to City: City Manager Stephan L. Sheets, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 B. Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 18.0 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 19.0 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 20.0 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 21.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the 6 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] 7 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Xerox By: By: WPLOA XXL Printed Name: G Printed Name: DGL n C• Vnr� Title: Title:Tkiic Sec,+uc-G—�t n.e -a, gGuna!?� Date Signed: — Date Signed: J b-- 1-1-- For City,Attest: By: Sara L. White, City Clerk For City, p roved as to Form: B /v Step a L. Sheets, City Attorney VGOE�fi e; � 1 o 8 Exhibit "A" xerox 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 Customer's 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" the provision of Services, Products, and/or Maintenance Services begins partially and/or early, Xerox will bill Customer on a pro rata basis, based on a 30-day billing month. C. Taxes. Customer will be responsible for all Taxes. Taxes will be included in Xerox's invoice unless Customer provides proof of Customer's tax-exempt status. 6. DEFAULT AND REMEDIES. Customer will be in default if Xerox does not receive any payment within 15 days after the date it is due, or if Customer breaches any other obligation under this SSA, any Services Contract, or any other agreement with Xerox. If Customer defaults, Xerox, in addition to its other remedies (including the cessation of Services), may require immediate payment of (a) all amounts then due, plus interest on all amounts due from the due date until paid at the rate of 1.5% per month, and (b) any applicable ETCs. Customer will pay all reasonable costs, including attorneys'fees, incurred by Xerox to enforce any Services Contract. 7. CONFIDENTIAL INFORMATION. Each party will make reasonable efforts not to disclose the other party's Confidential Information to any third party, except as may be required by law, unless such Confidential Information: (a) was in the public domain before, at the time of, or after the date of disclosure through no fault of the non-disclosing party; (b)was rightfully in the non-disclosing party's possession or the possession of any third party free of any obligation of confidentiality; or (c) was developed by the non-disclosing party's employees or agents independently of and without reference to any of the other party's Confidential Information. Confidentiality obligations set forth herein will expire 1 year after expiration or termination of this SSA or the last effective Services Contract hereunder, whichever is later; provided however, confidentiality obligations with respect to Xerox Work, Xerox Tools and Xerox Client Tools will not expire unless (a), (b) or (c) above become applicable thereto. The parties do not intend for Customer to disclose confidential technical information hereunder, including, but not limited to, computer programs, source code, and algorithms. Customer will only disclose the same pursuant to a separate written agreement. Upon expiration or termination of this SSA or the last effective Services Contract hereunder, whichever is later, each party will return to the other or, if requested, destroy, all Confidential Information of the other in its possession or control, except such Confidential Information as may be reasonably necessary to exercise rights that survive termination of this SSA. 8. INTELLECTUAL PROPERTY. Customer represents and warrants that (a) it owns the Customer Content and Customer Assets or otherwise has the right to authorize Xerox to use same to perform Services, and (b) Customer Content will not contain content that (i) is libelous, defamatory or obscene, (ii) violates any applicable laws, regulations, or (iii) infringes any third party rights. Customer acknowledges and agrees that Xerox does not undertake any obligation or duty whatsoever to determine whether Customer Content may be duplicated without violating a third party's copyright. Xerox, its employees, agents and/or licensors will at all times retain all rights to Xerox Work, Xerox Client Tools and Xerox Tools and, except as expressly set forth herein, no rights to Xerox Work, Xerox Client Tools or Xerox Tools are granted to Customer. If required for royalty reporting purposes, Xerox may disclose Customer's name and address to the third party licensor of certain Xerox Tools. Xerox Tools will be installed and operated only by Xerox. Customer will have access to data and reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable SOW, but Customer will have no rights to use, access or operate the Xerox Tools. Xerox may remove Xerox Tools at any time in Xerox's sole discretion, provided that the removal of Xerox Tools will not affect Xerox's obligations to perform Services. If Xerox Client Tools are included as part of the Services, they may be used by Customer only in conjunction with such Services. Customer agrees not to decompile or reverse engineer any Xerox Work, Xerox Client Tools, or Xerox Tools. Xerox grants Customer a non-exclusive, perpetual fully paid-up, worldwide right to use, display and reproduce Xerox Work and Documentation only as required for use of the Services and Deliverables for Customer's customary business purposes, and not for resale, license and/or distribution outside of Customer's organization. Customer may not sublicense any rights granted to Customer hereunder, but may authorize a third party ("Designee") to use such rights, solely for Customer's benefit and Customer's internal business purposes. Any Designee operating or maintaining the delivered solution must be subject to written confidentiality obligations with respect to Confidential Information that are no less restrictive than those set forth in this SSA. Output of Services is Customer's sole and exclusive property and Xerox will have no rights therein, except as may be required for Xerox to perform Services. Assessments are provided for Customer's internal business use only, and not for resale, license and/or distribution outside of Customer's organization and the implementation of Assessments may not be performed by any third party. Except as expressly set forth in this Section, no other, rights or licenses are granted to Customer. Any rights or licenses that are granted to Customer will immediately terminate if Customer defaults with respect to any of Customer's obligations related to such rights or licenses. Xerox reserves the right to terminate such rights or licenses if Customer defaults under any other obligation under a Services Contract. 9. CUSTOMER RESPONSIBILITIES. A. Customer will (i) provide the Customer Assets that Xerox needs to perform the Services and (ii)grant sufficient rights to enable Xerox and its agents to use all Customer Assets and Customer Content. Form 52639(November 2011) Page 2 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 10.6 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" D. The indemnifying party is not responsible for any litigation expenses of the indemnified party or any settlements unless it pre-approves them in writing. 12. LIMITATION OF LIABILITY. Xerox will not be liable to Customer, in the aggregate, for any direct damages in excess of$500,000; and neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this SSA or any Order hereunder, whether the claim alleges tortious conduct(including negligence) or any other legal theory. This limitation of liability is not applicable to: (a) any specific indemnification obligations set forth in this SSA; (b)where either party has (i) exceeded the rights to the other party's intellectual property granted to it under this SSA, or (ii) misappropriated or infringed the other party's intellectual property under this SSA. 13. ASSIGNMENT. Customer may not assign any of its rights or obligations hereunder. Xerox may assign this SSA and any Orders hereunder, in whole or in part, without prior notice to Customer and may release information Xerox has about Customer to an assignee. Each successive assignee of Xerox will have all of the rights but none of the obligations of Xerox pursuant to this SSA. Customer will continue to look to Xerox for performance of Xerox's obligations hereunder and Customer hereby waives and releases any assignees of Xerox from any such claim. Customer will not assert any defense, counterclaim, or setoff that Customer may have or claim against Xerox against any assignee of Xerox. 14. FORCE MAJEURE. Except for payment obligations, neither party will be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control. The affected party will notify the other party of each such circumstance. 15. MAINTENANCE SERVICES. A. Except for Equipment identified as "No Svc", Maintenance Services will be provided for the Equipment during Xerox's standard working hours in areas open for repair service. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox's published specifications; (iii) use of options, accessories or products not serviced by Xerox; (iv) non-Xerox alterations, relocation, service or supplies; or(v)failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. Xerox will, as Customer's exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. Notwithstanding anything to the contrary herein, Xerox will have no obligation to replace Equipment beyond its end of service date. There will be no additional charge for the replacement Equipment during the initial Term. Unless the applicable Order requires Xerox to provide meter readings, Customer will provide them using the method and frequency identified by Xerox. If Customer does not provide a meter reading, Xerox may reasonably estimate the reading and bill Customer accordingly. B. Cartridges. If Xerox is providing Maintenance Services for Equipment that uses Cartridges, Customer will use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the U.S. Failure to use such Cartridges will void any warranty applicable to such Equipment. Cartridges packed with Equipment and/or furnished by Xerox as Consumable Supplies will meet Xerox's new Cartridge performance standards and may be new, remanufactured, or reprocessed and contain new and/or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. Many Equipment models are designed to function only with Cartridges that are newly manufactured, original Xerox Cartridges or with Cartridges intended for use in the U.S. Equipment configuration that permits use of non-newly manufactured original Xerox Cartridges may be available from Xerox at an additional charge. C. PCMorkstation Requirements. For Equipment requiring connection to a PC or workstation, Customer must use a PC or workstation that either (i) has been provided by Xerox, or (ii) meets Xerox's published specifications. 16. CONSUMABLE SUPPLIES INCLUDED. If specified in an Order, Xerox will provide Consumable Supplies for Equipment. Consumable Supplies are Xerox's property until used by Customer, and Customer will (a) use them only with the Equipment included in the applicable Order, (b) return all Cartridges to Xerox as provided herein, and (c) at the end of the term of the applicable Order, return any unused Consumable Supplies to Xerox at Form 52639(November 2011) Page 4 of 9 City of Round Rock(RT 0712016) 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 9.13. 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" longer uses or possesses the Equipment; or (z) upon the expiration of any Order under which Customer has rented or leased the Equipment (unless Customer has exercised an option to purchase the Equipment). Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. Third Party Software is subject to license and support terms provided by the vendor thereof. B. Software Support. For Base Software, Software Support will be provided during the initial term of the applicable Order and any renewal period, but not longer than 5 years after Xerox stops taking customer orders for the subject Equipment model. For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable software license and support fees. Xerox will maintain a web-based or toll-free hotline during Xerox's standard working hours to report Software problems and answer Software-related questions. Xerox, either directly or with its vendors, will make reasonable efforts to: (i) assure that Software performs in material conformity with its user documentation; (ii) provide available workarounds or patches to resolve Software performance problems; and (iii) resolve coding errors for the current Release and the previous Release for a period of 6 months after the current Release is made available to Customer. Xerox will not be required to provide Software Support if Customer has modified the Software. Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within 6 months. Feature Releases will be subject to additional license fees at Xerox's then-current pricing. Each Release will be considered Software governed by the provisions of this Section 20 (unless otherwise noted). Implementation of a Release may require Customer to procure, at Customer's expense, additional hardware, and/or software from Xerox or another entity. Upon installation of a Release, Customer will return or destroy all prior Releases. Xerox may annually increase Software license and support fees for Application Software. For State and Local Government Customers, this adjustment will take place at the commencement of each of Customer's annual contract cycles. C. Disabling Code. Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (i) Xerox is denied access to periodically reset such code; (ii) Customer is notified of a default under a Services Contract; or(iii) Customer's license is terminated or expires. D. Diagnostic Software. Diagnostic Software is a valuable trade secret of Xerox. Xerox does not grant Customer any right to use Diagnostic Software. Customer will allow Xerox reasonable access to the Equipment during Customer's normal business hours to remove or disable Diagnostic Software if Customer is no longer receiving Maintenance Services from Xerox. E. Title and Rights. Title and all intellectual property rights to Software and Diagnostic Software will reside solely with Xerox and/or its licensors (who will be considered third-party beneficiaries of Section 20.A. Customer will not, and will not allow its employees, agents, contractors, or vendors to: (i) distribute, copy, modify, create derivatives of, decompile or reverse engineer Software or Diagnostic Software; (ii) activate Software delivered with the Equipment in an inactivated state; or (iii) access or disclose Diagnostic Software for any purpose. 21. REMOTE SERVICES. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox from the Equipment via electronic transmission from the Equipment to a secure off-site location. Examples of automatically transmitted data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. All such data will be transmitted in a secure manner specified by Xerox. The automatic data transmission capability will not allow Xerox to read, view, or download any Customer data, documents, or other information residing on or passing through the Equipment or Customer's information management systems. 22. DATA SECURITY. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability, and use of data security features are solely Customer's responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models. 23. MISCELLANEOUS. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means (including cellular phone, email, automatic dialing, and recorded messages) using any phone number (including cellular) or electronic address that Customer provides to Xerox. If a court finds any term of this SSA or any Services Contract to be unenforceable, the remaining terms of this SSA and the Services Contract will remain in effect. The delay or failure by either Party to enforce any right or remedy under this SSA or any Services Contract will not constitute a waiver or forgiveness of such right or remedy.Xerox may retain a reproduction (e.g., Form 52639(November 2011) Page 6 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. I. "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 07/2016) Exhibit "A" N. "Equipment" means Xerox-brand equipment. O. "ETCs" means early termination charges paid by Customer in the event of early termination, for loss of bargain and not as a penalty, as more fully defined in this SSA or the applicable Services Contract. P. "Feature Releases" means new releases of Software that include new content or functionality. Q. "Maintenance Releases" or "Updates" means new releases of Software that primarily incorporate compliance updates and coding error fixes. R. "Maintenance Services" means the services provided by Xerox (or a designated servicer) to keep the Equipment in good working order. S. "MMC" means the Monthly Minimum Charge identified in an Order which, along with any Additional Impression Charges, covers the cost for the Services, Products, and Maintenance Services.The MMC may also include lease buyout funds, Third Party Funds, supplemental funds, monthly equipment component amounts, remaining Customer obligations from previous contracts, amounts being financed or refinanced, and Amortized Services. One-time items are billed separately from the MMC. T. "Order" means any (i) SSO, (ii) SOW which references an applicable Services Contract Number and is signed by Customer and Xerox, or(iii) PO. U. "Output of Services" means electronic images created by scanning tangible documents containing Customer Content, or the content of any reports and other materials, created by Xerox specific to and for Customer per the applicable Order, but does not include software. V. "PO" means a Customer-issued purchase order accepted by Xerox that references an applicable Services Contract Number. W. "Pre-existing Work" means items used or incorporated into the Services or Deliverables, or developed or acquired by Xerox independent of performing the Services. X. "Products" means, collectively, Consumable Supplies, Equipment, Software, and Third Party Products. Y. "Releases" means, collectively, Maintenance Releases, Updates, and Feature Releases. Z. "Services" means managed services (e.g. copy center and mailroom services), consultative services, and/or professional services, including, but not limited to, assessment, document management, and imaging and language translation services. AA. "Services Contract" means this SSA together with one or more Orders designated by the same Services Contract Number. BB. "Services Contract Number" means a 10-digit number assigned by Xerox to each Services Contract. CC. "Software" means Application Software and Base Software. DD. "Software Support" means the support and maintenance of software provided by Xerox (or a designated servicer). EE. "SSO" means a Services and Solutions Order issued by Xerox pursuant to this SSA. FF. "SOW" means a statement of work describing Services and Deliverables which (i) is incorporated by reference into an SSO, or (ii) references an applicable Services Contract Number and is signed by Customer and Xerox. GG. "Taxes" means all taxes, fees, or charges of any kind (including interest and penalties) assessed by any governmental entity on this SSA or any Order hereunder or the amounts payable to Xerox under this SSA or any Order. Taxes do not include personal property taxes in jurisdictions where Xerox is required to pay personal property taxes, or taxes on Xerox's income. HH. "Third Party Funds" is defined in Section 10.C. II. "Third Party Hardware" means non-Xerox brand equipment. JJ. "Third Party Products" means, collectively, Third Party Hardware and Third Party Software. KK. "Third Party Software" means non-Xerox brand software. LL. "U.S." means the United States and its territories and possessions. MM. "Xerox Client Tools" means certain Xerox proprietary tools (including any modifications, enhancements, improvements, and derivative works) that are owned by Xerox and are licensed to Customer for its use under an accompanying click wrap license agreement. Form 52639(November 2011) Page 8 of 9 City of Round Rock(RT 07/2016) ExhRffift "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 XEROX CORPORATION Signature Signature 4Ld Name(please print) Name YCl1NA C ro N Title TitlE-t7�bt'�� 4+MVwle'l— Address Address / (Q,�c� ��V�l• .�TI�aU,n 767 61 Date Date 11D —FI —16 Form 52639(November 2011) Page 9 of 9 City of Round Rock(RT 07/2016) Exhibit "B" Customer:ROUND ROCK,CITY OF Bill To: CITY OF ROUND ROCK xerox under Services Contract#7151641-001 ACCOUNTS PAYABLE 221 E MAIN ST ROUND ROCK,TX 78664-5299 girder Summary Agreement Pricing Term Total for this Order 9/1/2016-8/31/2020(48 Months) Net Monthly Minimum Charge $9,171.39 Issued per Xerox agreement#7151641 Additional to Monthly Minimum Charge Attachments to this Order Impression Charges See Meter Pricing Plan Pool Plan DocumentExhibit B-Managed Device Listing Xerox Print Services Pricing See Exhibit A Invoice Presentment SOW Xerox Print Services Description of Exhibit A-Pricing Services WU 364892 SSO DMA 8/12/20161:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 1 of 14 L -- Authorized Signature = Your signature indicates your agreement to the items and pricing in this Order. Thank You for your business! ? This agreement is proudly presented by Xerox and I 11 Signer:Alan McGraw Phone:512-218-5410 John Ferrell 512.343.5652 For information on your Xerox Account, j CustomerAuthonzed signature. pare; Please see your Sales Representative 0 5 3 6 5 4 2 1 1 0 0 1 0 1 4 0 Order Exhibit "B" XC'rOX under Services Contract#7151641-001 ' Xerox Equipment 4 � 1j1r4Mz= (staples included for equipment with a stapling feature) ModificationMonthly Pool Additional Plan Features OwnerItem Description Meter Impressions In Identifier Impression Charge to Prior Install Location Plan Pricing -Xerox Print CITY OF ROUND 1. 5Services ROCK Custom(5875A PT/COPI4TRAY) ADMINISTRATION -Customer Ed -Quarterly Meter Analyst Services 1:BLACK Per Pool Plan 90625 Per Pool Plan Reconciliation N ;;1 XRX Fixed Price 3RD FL Consumable 221 E MAIN ST Supplies Included ROUND ROCK,TX 78664-5299 48 months Xerox Print CITY OF ROUND 1• W7855PT(W7855PT Services ROCK TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan Quarterly Meter ADMINISTRATION Analyst Services Reconciliatio N ;Fz XRX 2:COLOR Per Pool Plan 90626 Per Pool Plan n-Fixed 3RD FL Consumable 221 E MAIN ST Supplies Included ROUND ROCK,TX 78664-5299 48 months Xerox Print CITY OF ROUND J. 5955APT(WORKCENTRE Services ROCK FINANCE- 5955)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N tJU51Nt55 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 4. W7845PT(W7845PT Services ROCK TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan Quarterly Meter FINANCE#2 Analyst Services Reconciliatio N (COLOR XRX 2:COLOR Per Pool Plan 90626 Per Pool Plan n-Fixed )2ND FL Consumable 231 E MAIN ST Supplies Included ROUND ROCK,TX 78664-5214 WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 2 of 14 0 5 3 6 5 4 2 1 1 0 0 2 0 1 4 0 Ordertt " �® Exhibit B under Services Contract#7151641-001 ". Xerox Equipment r� . • . (staples included for equipment with a stapling feature) ModificationMonthly Pool Additional Item Description Meter Impressions In Plan Features to Prior Install Location Owner 48 months CITY OF ROUND Xerox Print ROCK 5. 5945APT(WORKCENTRE 5945) Services ALLEN R.BACA Customer Ed -Quarterly Meter SENIOR Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N CENTER-BLDG 2 XRX Fixed Price 301 W BAGDAD Consumable AVE Supplies Included ROUND ROCK,TX 78664-5819 48 months CITY OF ROUND Xerox Print ROCK 6. W7855PT(W7855PT TANDEM) Services CLAY MADSEN Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter REC CTR Analyst Services Reconciliation N RD XRX 2:UULUK Her Hool Hlan 9Ub26 Her Hool Flan Fixed Price 1600 GATTIS Consumable SCHOOL Supplies Included ROUND ROCK,TX 78664-7013 48 months Xerox Print CITY OF ROUND t. W783OPT(W7830PT Services RUCK TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan Quarterly Meter CONVENTION AND Analyst Services Reconciliatio N VISITOR BUREAU- XRX 2:COLOR Per Pool Plan 90626 Per Pool Plan n-Fixed #150 Consumable 231 E MAIN ST Supplies Included ROUND ROCK,TX 78664-5214 48 months CITY OF ROUND Xerox Print ROCK 8. W783OPT(W7830PTTANDEM) Services DEVELOPMENT Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter SVCS OFC Analyst Services Reconciliation N STE 140 XRX 'L:UULUK Her Hool Hlan 9U62b Her Pool Flan Fixed Price 301 W BAGDAD Consumable AVE Supplies Included ROUND ROCK,TX 78664-5819 WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 3 of 14 i 0 5 3 6 5 4 2 1 1 0 0 3 0 1 4 0 Order Exhibit "B" rox ® under Services Contract#7151641-001 xe `. Xerox Equipment �i • . (staples included for equipment with a stapling feature) ModificationMonthly Pool Additional Item Description Meter lmpr�!Isions In Plan Features to Prior Install Location Owner Identifier Impression Charae 48 months Xerox Print CITY OF ROUND 9. 5945APT(WORKCENTRE 5945) Services ROCK Customer Ed -Quarterly Meter ENVIRONMENTAL Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N SVCS XRX Fixed Price 5200 N IH-35 Consumable ROUND ROCK,TX Supplies Included 78664 48 months CITY OF ROUND Xerox Print ROCK 10. 5945APT(WORKCENTRE 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 78664-2115 48 months CITY OF ROUND Xerox Print ROCK 11. W7830PT(W7830PT TANDEM) Services FIRE DEPT- Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter STATION#6 Analyst Services Reconciliation N BLVD-LOGISTICS XRX 2:UULUK Per Pool Plan 90626 Per Pool Plan Fixed Price 2919 JOE Consumable DIMAGGIO Supplies Included ROUND ROCK,TX 78665-3980 48 months CITY OF ROUND Xerox Print ROCK Services FIRE 12. WC3315DN(WORKCENTRE 3315DN) -Quarterly Meter DEPARTMENT- 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N STATION#2 XRX Fixed Price 200 W BAGDAD Consumable AVE Supplies Included ROUND ROCK,TX 78664-5804 WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 4 of 14 i 0 5 3 6 5 4 2 1 1 0 0 4 0 1 4 0 OrderExhibit "B" t t � ' ° under Services Contract#7151641-001 ; Xerox Equipment �� , • . (staples included for equipment with a stapling feature) Monthly Modification Item Description Meter Impressions In Pool Additional Plan Features to Prior Install Location Owner Identifier Impression Charge Plan Pricing -Xerox Print CITY OF ROUND Services ROCK 13. WC3315DN(WORKCENTRE 3315DN) -Quarterly Meter FIRE 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N DEPARTMENT- XRX Fixed Price STATION#3 Consumable 1992 RAWHIDE DR Supplies Included ROUND ROCK,TX 78681 48 months CITY OF ROUND Xerox Print ROCK Services FIRE DEPT- 14. WC3315DN(WORKCENTRE 3315DN) -Quarterly Meter STATION#4 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation ISI RD XRX Fixed Price 3300 GATTIS Consumable SCHOOL Supplies Included ROUND ROCK,TX 78664 48 months CITY OF ROUND Xerox Nrint ROCK 5ervlces FIRE DEPT- 15. VVU331bUN(WUHKULN I HL 331bUN) (duarterly Meter STATION#5 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N XRX MU ULLrwuuU l-mea Nnce DR Uonsumable ROUND ROCK,TX Supplies lncluceo 78681 48 months CITY OF ROUND Xerox Print ROCK Services FIRE DEPT- 16. WC3315DN(WORKCENTRE 3315DN) -Quarterly Meter STATION#6 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N BLVD-LOGISTICS XRX Fixed Price 2919 JOE Consumable DIMAGGIO Supplies Included ROUND ROCK,TX 78665-3980 WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 5 of 14 i i -- --- ----- —---- --j 0 5 3 6 5 4 2 1 1 0 0 5 0 1 4 0 Order Exhibit "B" rox `� under Services Contract#7151641-001xeIto ' _Xerox Equipment di , • . (staples included for equipment with a stapling feature) Monthly Pool Additional Plan Features Modification Item Description Meter Impressions In to Prior Install Location Owner PricingPlan Identifier Impression Charge -Xerox Print CITY OF ROUND Services ROCK 17. WC3315DN(WORKCENTRE 3315DN) -Quarterly Meter FIRE 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N DEPARTMENT- XRX Fixed Price STATION#7 Consumable 2811 OAKMONT DR Supplies Included ROUND ROCK,TX 78665 48 months CITY OF ROUND xerox rrint ROCK ,jervlces GENERAL 16. WCbbUbUN(WUKK(JtN I Kt bbUb) 1:BW Per Pool Plan 90625 Per Pool Plan Quarterly Meter SERVICES Reconciliation N XRX 2:Color Per Pool Plan 90626 Per Pool Plan 212 UUMMLKUL I-Ixea rnce BLVD Consumable ROUND ROCK,TX 6upplles Incluaea 78664-2116 48 months Xerox Print CITY OF ROUND 19. W7855PT(W7855PT Services ROCK TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan Quarterly Meter HUMAN -Analyst Services Reconciliatio N RESOURCE XRX 2:COLOR Per Pool Plan 90626 Per Pool Plan n-Fixed S STE 100 Consumable 231 E MAIN ST Supplies Included ROUND ROCK,TX 78664-5214 48 months Xerox Print CITY OF ROUND Services RUCK 2U. 5955APT(WORKCENTRE INFORMATION 5955)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N l ttJhNULUUY/ XRX Fixed Price 2ND FL Consumable 221 E MAIN ST Supplies Included ROUND ROCK,TX 78664-5299 WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 6 of 14 i i 0 5 3 6 5 4 2 1 1 0 0 6 0 1 4 0 Order Exhibit "B"t t B r y ° under Services Contract#7151641-001 Xerox E ui ment �� • . (staples included for equipment with a stapling feature) Modification Item Description Plan Features to Prior Install Location Owner Pricing 48 months Xerox Print CITY OF ROUND 21. W7845PT(W7845PT Services ROCK TANDEM)-Customer Ed Quarterly Meter LIBRARY- -Analyst Services 2:COLOR Per Pool Plan 90626 Per Pool Plan Reconciliation- N ADMINISTRATION XRX Fixed Price- 216 E MAIN ST FL 2 Consumable ROUND ROCK,TX Supplies 78664-5245 48 months Xerox Print CITY OF ROUND 22. W7830PT(W7830PT Services ROCK TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter LIBRARY-PUBLIC -Analyst Services 2:COLOR Per Pool Plan 90626 Per Pool Plan Reconciliation- N SERVICES XRX Fixed Price- 216 E MAIN ST FL 2 Consumable ROUND ROCK,TX Supplies 78664-5245 Included 48 months IN Xerox Print CITY OF ROUND 23. 5945APT(WORKCENTRE Services ROCK 5945)-Customer Ed -Quarterly Meter MUNICIPAL COURT -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation- STE 120 XRX Fixed Price- 301 W BAGDAD Consumable AVE Supplies ROUND ROCK,TX Included 78664-5819 OF 48 months ROUND Xerox Print ROCK 24. W7855PT(W7855PT Services TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter Analyst Services Reconciliation- PARKS& XRX 2:COLOR Per Pool Plan 90626 Per Pool Plan Fixed Price- RECREATION Consumable DEP FRONT OFC Supplies STE250 Included 301 W BAGDAD WU 364892 SSO DMA 8112120161:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 7 of 14 0 5 3 6 5 4 2 1 1 0 0 7 0 1 4 0 Order // 11 �- Exhibit B �' WIN ® under Services Contract#7151641-001 Xerox Equipment �i1 11 F,P1 211-111 . El. (staples included for equipment with a stapling feature) ModificationItem Monthly Pool Additional Description Meter Impressions In Plan Features to Prior Install Location Owner CITY OF ROUND -as montns ROCK -xerox mint PARKS& 25. 5955APT(WORKCENTRE 5955) ,ervices RECREATION Customer Ed -Quarterly Meter DEPT BACK OFC Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N STE250 XRX mxea Trice 301 W BAGDAD Consumaole AVE Supplies Incivaea ROUND ROCK,TX 78664-5819 48 months Xerox Print CITY OF ROUND lb. 5945APT(WORKCENTRE Services ROCK POLICE 5945)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N DEPAR I MEN I- XRX Fixed Price COMMUNICATIONS Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 48 months Xerox Print CITY OF ROUND 'L/. 5945APT(WORKCENTRE Services ROCK POLICE 5945)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N DINAR I MEN I - XRX Fixed Price RECORDS Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 48 months Xerox Print CITY OF ROUND 28. 5945APT(WORKCENTRE Services ROCK POLICE 5945)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N DEPAR I MEN I - XRX Fixed Price TRAINING Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 WU 364892 SSO DMA 8112120161:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 8 of 14 7 0 5 3 6 5 4 2 1 1 0 0 8 0 1 4 0 Order Exhibit "B" xerox under Services Contract#7151641-001 Xerox Equipment rum— ti - • . (staples included for equipment with a stapling feature) ModificationItem Monthly Pool Additional Plan Features OwnerDescription Meter Impressions In Identifier Impression Charge to Prior Install Location Plan Pricing -Xerox Print CITY OF ROUND 29. 5945APT(WORKCENTRE Services ROCK POLICE 5945)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N ULFAK I MLN I - XRX Fixed Price PATROL Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 48 months Xerox Print CITY OF ROUND :iU. 5945APT(WORKCENTRE Services ROCK POLICE 5945)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N ULPAK I MLN I - XRX Fixed Price PATROL/ADMIN Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 48 months Xerox Print CITY OF ROUND 31. 5945APT(WORKCENTRE Services ROCK POLICE 5945)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N ULFAK I MLN I - XRX Fixed Price INTEL Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 48 months CITY OF ROUND Xerox Print ROCK 32. W7845PT(W7845PT TANDEM) Services POLICE Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter DEPARTMENT- Analyst Services Reconciliation N OFFICE OF THE XRX 2:UULUK Per Pool Plan YUb2b Her Fool Plan Fixed Price CHIEF Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 9 of 14 0 5 3 6 5 4 2 1 1 0 0 9 0 4 0 Order Exhibit "B" xerox under Services Contract#7151641-001 Xerox Equipment �— ME= (staples included for equipment with a stapling feature) Monthly Modification Item Description Meter Impressions In Pool Additional Plan Features to Prior Install Location Owner Identifier Impression Charge Plan Pricing -Xerox Print CITY OF ROUND 33. 5945APT(WORKCENTRE Services ROCK 5945)-Customer Ed -Quarterly Meter POLICE -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N ULNAR I MLN I - XRX Fixed Price EVIDENCE Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 48 months CITY OF ROUND Xerox Print ROCK 34. 5945APT(WORKCENTRE 5945) Services POLICE Customer Ed -Quarterly Meter DEPARTMENT- Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N CRIMINAL INVSTN XRX Fixed Price DIV Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 48 months Xerox Print CITY OF ROUND :55. 5945APT(WORKCENTRE Services ROCK 5945)-Customer Ed -Quarterly Meter POLICE -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N ULFAK I IVILN I - XRX Fixed Price NARCOTICS Consumable 2701 N MAYS ST Supplies Included ROUND ROCK,TX 78665-2412 -48 months Xerox Print CITY OF ROUND M. 5955APT(WORKCENTRE Services ROCK PLANNING 5955)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N J I L 21u XRX Fixed Price 301 W BAGDAD Consumable AVE Supplies Included ROUND ROCK,TX 78664-5819 WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved rage 10 of 1c i . -,mow —_ 0 5 3 6 5 4 2 1 1 0 1 0 0 1 4 0 Order Exhibit "B" � under Services Contract#7151641-0015 Xerox Equipment ti (staples included for equipment with a stapling feature) Monthly Modification Item Description Impressions In Plan Features to Prior Install Location Owner Plan Pricing 48 months CITY OF ROUND Xerox Print ROCK Services ROUND ROCK 37. WC6605DN(WORKCENTRE 6605) Quarterly Meter SPORTS 2:Color Per Pool Plan 90626 Per Pool Plan Reconciliation- N CENTER-ADMIN XRX Fixed Price- OFFICE Consumable 2400 CHISHOLM Supplies TRL Included ROUND ROCK,TX 48 months CITY OF ROUND Xerox Print ROCK Services ROUND ROCK 38. WC6605DN(WORKCENTRE 6605) 1:BW Per Pool Plan 90625 Per Pool Plan -Quarterly Meter SPORTS Reconciliation- N CENTER-GM XRX 2:Color Per Pool Plan 90626 Per Pool Plan Fixed Price- OFFICE Consumable 2400 CHISHOLM Supplies TRL Included ROUND ROCK,TX 78681-2032 48 months Xerox Print CITY OF ROUND 39. W7225P(W7225P Services ROCK 2TRAY)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter TRAFFIC SIGNALS Analyst Services 2:COLOR Per Pool Plan 90626 Per Pool Plan Reconciliation- N &SIGNS XRX Fixed Price- 2015 LAMAR DR Consumable ROUND ROCK,TX Supplies 78664 Included 48 months Xerox Print CITY OF ROUND 40. W7855PT(W7855PT Services ROCK TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter TRANSPORTATION Analyst Services 2:COLOR Per Pool Plan 90626 Per Pool Plan Reconciliation- N 2008 ENTERPRISE XRX Fixed Price- DR Consumable ROUND ROCK,TX Supplies 78664-2120 Included WU 364892 SSO DMA 8/12/2016 1:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Pa ae 11 of 14 0 5 3 6 5 4 2 1 1 0 1 1 0 '1. 4 0 Order Exhibit "B" xerox under Services Contract#7151641-001 Xerox Equipment �� . • . (staples included for equipment with a stapling feature) ModificationMonthly Pool Additional Item Description Meter Impressions In Plan Features to Prior Install Location Owner CITY OF ROUND 4b monins ROCK xerox Print TRANSP- 41. W7225P(W7225P 2TRAY) services CONSTRUCTION Customer Ed 1:BLAUK Per Pool Plan 91J625 Per Pool Plan -Quarterly Meter INSPECTION Analyst Services 2:COLOR Per Pool Plan 90626 Per Pool Plan Reconciliation N SERVICES XRX rixea rrice 2008 ENTERPRISE uonsumaoie DR 6uppnes incwoec ROUND ROCK,TX 78664-2120 48 months Xerox Print CITY OF ROUND 42. W7855PT(W7855PT TANDEM) Services ROCK Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan -Quarterly Meter UTILITIES-ADMIN Analyst Services Reconciliation N 2008 ENTERPRISE XRX 2:UULUK Per Pool Plan 911Ii26 Per Pool Plan Fixed Price DR Consumable ROUND ROCK,TX Supplies Included 78664-2120 48 months Xerox Print CITY OF ROUND 43. 5945APT(WORKCENTRE 5945) Services ROCK Customer Ed -Quarterly Meter UTILITY BILLING Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N 1ST FL XRX Fixed Price 221 E MAIN ST Consumable ROUND ROCK,TX Supplies Included 78664-5299 48 months CITY OF ROUND xerox Print ROCK 44. WC5325PT(WC5325 PRINTR/TANDEM) cervices VEHICLE Customer Ed Quarterly Meter MAINTENANC Analyst Services 1:Total Per Pool Plan 90625 Per Pool Plan Reconciliation N E 901 LUTHER XRX mxeo Price PETERSON Consumable ROUND ROCK,TX Suppnes mcwoea 78665-1312 WU 364892 SSO DMA 8112120161:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Fate 12 of 14 i 0 5 3 6 5 4 2 1 1 0 1 2 0 1 4 0 Order Exhibit "B" xerox ° under Services Contract#7151641-001 Xerox Equipment . • . (staples included for equipment with a stapling feature) ModificationMonthly Pool Additional Plan Features OwnerItem Descriptione, Meter Impressions In Identifler Impression Charge to Prior Install Location Plan Pricing Xerox Print CITY OF ROUND 4b. W7830PT(W7830PT Services RUCK TANDEM)-Customer Ed 1:BLACK Per Pool Plan 90625 Per Pool Plan Quarterly Meter WATER LINE -Analyst Services Reconciliatio N MAINTENANC XRX 2:COLOR Per Pool Plan 90626 Per Pool Plan n-Fixed E 910 LUTHER Consumable PETERSON Supplies Included ROUND ROCK,TX 78665-1312 48 months Xerox Print CITY OF ROUND 46. WC5325PT(WC5325 PRINTRITANDEM) Services ROCK Customer Ed -Quarterly Meter WATER SYSTEMS Analyst Services 1:Total Per Pool Plan 90625 Per Pool Plan Reconciliation N SUPPRT XRX Fixed Price 5200 N IH-35 Consumable ROUND ROCK,TX Supplies Included 78664 48 months Xerox Print CITY OF ROUND 41. 5945APT(WORKCENTRE Services ROCK WATER 5945)-Customer Ed -Quarterly Meter -Analyst Services 1:BW Per Pool Plan 90625 Per Pool Plan Reconciliation N I KLA I MtN 1 XRX Fixed Price PLANT Consumable 5200 N IH-35 Supplies Included ROUND ROCK,TX 78664 WU 364892 SSO DMA 8112/20161:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Pag•o 13 of 14 I 0 5 3 6 5 4 2 1 1 0 1 3 0 1 4 0 Order Exhibit "B" xerox under Services Contract#7151641-001 Services Contract Terms & Conditions tle following terms and cond}(jggre in addition to those in the SSA.In the event of a conflict between terms and conditions, the order o pf recedence will be the SSA, this SSO and the applicable SOW, except where expressly stated otherwise in the SSA. QUARTERLY METER RECONCILIATION: Each month Customer will be billed for the then-current Monthly Minimum Charge(s)under an Order.The number of"Monthly Impressions In Plan"will count towards a Quarterly Minimum Volume(calculated as three(3)times the Monthly Impressions In Plan)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 will bill Customer for impressions produced in excess of the Quarterly Minimum Volume,at the Additional 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 Minimum Volume, Customer agrees to pay the Quarterly Minimum Volume.Xerox will bill Customer for partial quarters on a pro rata basis. XEROX PRINT SERVICES INVOICING.Client will be invoiced for XPS Services in a standard Xerox format.The Total Monthly Minimum Charge("MMC')identified in Exhibit A is billed monthly in advance through the end of the month in which the termination effective date occurs.If the Services Commencement Date is other than the first day of a month,the MMC will be billed for the first month on a pro rata basis.If a Managed Device is added to,or removed to from,the XPS Services Contract during a month,Xerox will bill the Monthly Fee on a pro rata basis. The Excess Charge per Impression("ECP')identified in Exhibit A is billed in arrears on a quarterly basis for all impressions in excess of three times the Monthly Minimum Print 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 will be calculated on a pro rata basis. Invoicing and payment for Xerox Contracted Devices will be governed by the terms and conditions of the applicable Equipment Agreement. EARLY TERMINATION:As per the Early Termination provision in the SSA,for every Order under this Services Contract number 7151641-001,you shall pay early termination charges as noted herein.If,prior to the end of the term of an Order hereunder, you terminate Equipment, require Equipment be removed or replaced or Xerox terminates an Order due to your default,you shall pay all amounts due Xerox as of that date,together with the Xerox-calculated monthly equipment component ("MEC'), which is available upon request and includes a disengagement charge,for all affected Equipment multiplied by the number of months remaining in said Order.In addition,you shall either make the subject Equipment(in the same condition as when delivered,reasonable wear and tear excepted)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 paying Xerox the Fair Market Value("FMV")of the Equipment at the conclusion of its term. WU 364892 SSO DMA 8112120161:17:38 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 14 of 14 0 5 3 6 5 4 2 1 1 0 1 4 0 1 4 1 Exhibit + xerox RAO) 0i Pricing Summary � it "B" Xerox Print Services Term 48 Months from Services Commencement Date Print Services Total Total Monthly Minimum Charge: $235.00 Excludes applicable taxes ere�E cin rae a - •�eee DevicesBlack&White I Monthly Fee(per Number of Color device) Minimum Charge Black&White $5.00 28 $140.00 Monthly Supplies Shipping Charge:$0.00 Device p• I: 1• •� 1• C cted Devices olor Xerox Contracted Devices Black&White 28 10% WU 364892 8/12/20161:17:38 PM Confidential-Copyright©2013 XEROX CORPORATION,All rights reserved Page 1 of 1 0536542140010010 Exhibit "LR „ This page intentionally left blank Exhibit "B" �-�' Exhibit • • Device Listing xerox ;4 XPS Services Contract#7151641-001 �./ Xerox Contracted Devices Market Code ModelColor 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 W783OPT 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 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 On Order Color WC5325PT WorkCentre 5325 Copier/Printer On Order Black&White 5945APT WorkCentre 5945 On Order Black&White WU 364892 8/1212016 1:17:38 PM Confidential-Copyright©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 Servicesiwa,IM -- i Client:ROUND ROCK,CITY OF XPS Services Contract Number:7151641-001 SERVICES COMMENCEMENT DATE.Xerox will notify Client in writing when Xerox reasonably determines that XPS Services,as applicable,are available for the Managed Devices("Services Commencement Date").Xerox Contracted Devices be i tallgdojto the s�q�nmencement Date.Regardless of the Services Commencement Date for Managed Devices,Basic/Maintenance Services and Con! um9pron r c v11�Ees are provided as of the installation date per the terms of the Equipment Agreement. 1. XPS SERVICES.Xerox will use the Xerox Tools and Xerox Client Tools(collectively"Tools")to monitor networked Managed Devices.The Tools provide automatic service and supplies alerts to the Xerox Help Desk(e.g.low toner),automated meter collection,new device discovery,and device data collection for reporting.The Tools periodically scan the Client's network for devices which may be eligible to be Managed Devices.Devices identified through this process may be added as Managed Devices and billed at the rates identified in Exhibit A to the XPS Services Contract. 2.REPAIR SERVICES. a. For Xerox Contracted Devices,Xerox will provide Basic/Maintenance Services per the Equipment Agreement. b. For Non-Xerox Contracted Devices identified as"Break Fix Service included"in Exhibit A to the XPS Services Contract,Xerox will keep the Non-Xerox Contracted Devices in good working order as set forth below("Break Fix Services").If a Non-Xerox Contracted Device failure cannot be resolved remotely,Xerox will dispatch a service technician to perform Break Fix Services,which will usually be the next business day.For select Non-Xerox Contracted Devices identified on Exhibit B that do not qualify for on-site Break Fix services,Xerox will provide Device Exchange services.On-site Break Fix Services are provided Monday through Friday(excluding New Year's Day,Memorial Day,Independence Day,Labor Day,Thanksgiving Day and Christmas Day)from 8:OOAM to 5:OOPM local time("XPS Service Hours"). Technicians are not dispatched for preventative maintenance or cleaning. c. If Xerox determines that a Non-Xerox Contracted Device is beyond repair,or is classified by the OEM as service discontinued,or parts or Supplies are no longer commercially available,Xerox will discontinue Break Fix Service and Client may:(i)replace such device at its own expense with a device that is then supported by Xerox;or(ii)notify Xerox to delete such device from the XPS Services Contract. d. Basic/Maintenance Services and Break Fix Services may be initiated by the Tools for networked Managed Devices,or by Client calling the Xerox Help Desk. e. Break Fix Services exclude repairs due to:(i)misuse,neglect,abuse or operation of a Non-Xerox Contracted Device outside of original equipment manufacturer ("OEM")specifications;(ii)failure of the Client PC to comply with the OEM's published specifications;(iii)act of God or other force majeure event; (iv)relocation, alterations,or use of options,accessories,service or supplies not provided by Xerox;(v)failure to perform any Client responsibilities identified herein;or(vi)acts or omissions of Client or any party not affiliated with Xerox. f. Replacement parts may be new or used and all removed,replaced parts become Xerox's property. 3.SUPPLIESICONSUMABLE SUPPLIES. a. For Xerox Contracted Devices,Xerox will provide Consumable Supplies in accordance with the Equipment Agreement. b. For Non-Xerox Contracted Devices identified in Exhibit A as"Supplies included",Xerox will furnish the Supplies identified in the XPS Services Contract.Xerox will provide OEM compatible Supplies when available.If Client requires OEM Supplies other than Xerox,Client will be billed for such OEM Supplies.Xerox is not liable for constrained or discontinued Supplies. The Monthly Supplies Shipping Charge identified in Exhibit A to the XPS Services Contract covers standard ground shipping.The cost of second day,overnight,or other non-standard shipping will be billed to Client. c. Requests for Supplies and Consumable Supplies may be placed by the Tools or by Client calling the Xerox Help Desk. For those Managed Devices that do not proactively communicate low toner or out of toner status or alerts,Client will have to order Supplies or Consumable Supplies directly from the XPS Help Desk when required.To prevent excessive shipment of Supplies or Consumable Supplies,Xerox may:(i)check the current toner level to validate a low toner condition;and(ii) check the metered impression volume since the last shipment to determine if impression volume exceeds the expected yield. If these conditions are not satisfied, Supplies or Consumable Supplies will be billed to Client.Cleaning kits and print media(e.g.paper)may be ordered from the Xerox Help Desk and will be billed to Client. Xerox may not provide Supplies or Consumable Supplies if a current meter read is not received for a networked Managed Device.Supplies and Consumable Supplies are Xerox's property until used by Client,and Client will use them only with the Managed Devices.Upon request,Client will provide an inventory of Supplies and Consumable Supplies in its possession.Upon expiration or termination of the XPS Services,Client will,at Xerox's option and expense,return any unused Supplies and Consumable Supplies to Xerox,permit access to its facilities to permit collection,or dispose of them as directed in writing by Xerox. 4.XEROX HELP DESK.The Xerox Help Desk is available during the XPS Service Hours to receive,track,escalate,process and close service issues,remotely resolve certain issues,and process Client requests for Break Fix Services,Basic/Maintenance Services,Supplies and Consumable Supplies. 5.MOVE,ADD,CHANGE,DISPOSE PROCESS.The Move,Add,Change and Dispose("MACD")process is used to track and revise the Managed Devices.Under the MACD process,"Adds,""Changes"and"Disposals"may modify the amount billed.For transactions that involve acquisition or termination of Xerox Contracted Devices,the terms of the Equipment Agreement will govern. Early termination or other charges, if any, for a terminated Xerox Contracted Device will be billed according to the terms of the Equipment Agreement. 6. REPORTING.Xerox standard monthly reports will be provided for the Managed Devices. 7. CLIENT RESPONSIBILITIES.Xerox will not be liable for delays or services failures,including but not limited to implementation delays,if Client does not perform or facilitate completion of its designated responsibilities.Client will: a. Provide a Customer Asset Coordinator("CAC")as its primary point of contact with Xerox during the start-up,implementation and ongoing delivery of XPS Services. The CAC is authorized to process and approve MACD transactions. b. Provide a Customer IT Contact as its primary contact to Xerox to facilitate IT related activities and processes. c. Provide or validate MACD information and approve changes in Managed Device status as they occur,through the MACD process. d. Notify the Xerox Help Desk if Client wishes to relocate a Managed Device,and Xerox will advise Client if XPS Services are available at the new location. WU 364892 DOS 8112/20161:17:38 PM Confidential-Copyright©2013 XEROX CORPORATION,All rights reserved Page 1 of 3 0 5 3 6 5 4 2 1 3 0 0 1 0 0 3 0 Xerox Print Services Description of Services y 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 co ed t lies' nein rk 4 *If tient PC"),and allow Xerox to install,use,access,update and maintain the Tools on the Client PC.The Tools cannot b� ����erver wt 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 Consumable 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 Contract(s)");(ii)what action(s),if any,Client should take with respect to Pre-Existing Contract(s);and(iii)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 Basic/Maintenance 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. i. Supplies:Toner and ink for Non-Xerox Contracted Devices,which may be new,remanufactured or reprocessed. WU 364892 DOS 8/12/20161:17:38 PM Confidential-Copyright©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 Xerox Print Services Description of Servicesxerox Client:ROUND ROCK,CITY OF XPS Services Contract Number:7151641-001 j. Non-Xerox Contracted Device(s):A Non-Xerox brand device(s)for which Xerox provides Break Fix Services and Supplies under the XPS Services Contract and/or a Xerox-brand device(s) not under contract with Xerox for"'c/Ma" rvies�� ttXerox provides Break Fix Services and Supplies under the XPS Services Contract.WU 364892 DOS 8/12120161:17:38 PM ContROX C RATION,All rights reserved Page 3 of 3 0 5 3 6 5 4 2 1 3 0 0 3 0 0 3 0 Exhibit "B" .. • Customer:ROUND ROCK,CITY OF xe rox BIII To: CITY OF ROUND ROCK /� it under Services Contract#7151641I ACCOUNTS PAYABLE 221 E MAIN ST ROUND ROCK,TX 78664-5299 Pool Meter Pooled Uni Pool Meter � Pool Plan saction Reconcilation Installed or Pendi7248,000 ded in Impressio dentifi Type Effective Date ( p pe Period Delivery) e 90625 City of Round Rock Pool New Black&White Quarterly 91112016 47 $0.0057 90626 City of Round Rock Color Pool New Color Quarterly 91112016 19 61,034 $0.0570 The Equipment and pricing for the pool plan'activity'identified above,are subject solely to the terms of the identified Services Contract#,and this Pool Plan 0 5 3 6 5 4 2 0 9 0 0 1 0 0 5 0 Exhibit "B" Your signature indicates your agreement to the items and pricing in this Pool Plan. Thank You for your business! This agreement is proudly presented by Xerox and John Ferrell g Signer:Alan McGraw Phone:512-218-5410 512.343.5652 For information on your Xerox Account, Customer Authorized Signature: Cate Please see your Sales Representative Pool Plan Exhibit "B" _� 1 under Services Contract#7151641-001 X ro � +® Pool Identifier: 90625 Pool Name: City of Round Rock Pool Pool Meter Type:Black&White 0 1 5875APT Pending Delivery Added 17 WC3315DN Pending DeliveryAdded 2 W7855PT Pending Delivery Added 18 WC6605DN Pending Delivery Added 3 5955APT Pending Delivery Added 19 W7855PT Pending Delivery Added 4 W7845PT Pending Delivery Added 20 5955APT Pending Delivery Added 5 5945APT Pending Delivery Added 21 W7845PT Pending Delivery Added 6 W7855PT Pending Delivery Added 22 W783OPT Pending Delivery Added 7 W7830PT Pending Delivery Added 23 5945APT Pending Delivery Added 8 W783OPT Pending Delivery Added 24 W7855PT Pending Delivery Added 9 5945APT Pending Delivery Added 25 5955APT Pending Delivery Added 10 5945APT Pending Delivery Added 26 5945APT Pending Delivery Added 11 W7830PT Pending Delivery Added 27 5945APT Pending Delivery Added 12 WC3315DN Pending Delivery Added 28 5945APT Pending Delivery Added 13 WC3315DN Pending Delivery Added 29 5945APT Pending Delivery Added 14 WC3315DN Pending Delivery Added 30 5945APT Pending Delivery Added 15 WC3315DN Pending Delivery Added 31 5945APT Pending Delivery Added 16 WC3315DN Pending Delivery Added 32 W7845PT Pending Delivery Added WU 364892 SSO DMA 8/12/20161:13:39 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 2 of 5 0 5 3 6 5 4 2 0 9 0 0 2 0 0 5 0 Pool Plan Exhibit "B" under Services Contract#7151641-001 Pool Identifier: 9Ub2bX e rox �® Pool Name: City of Round Rock Pool Pool Meter Type:Black&White Equipment Added or ng ' this 33 5945APT Pending Delivery Added 34 5945APT Pending Delivery Added 35 5945APT Pending Delivery Added 36 5955APT Pending Delivery Added 37 WC6605DN Pending Delivery Added 38 WC6605DN Pending Delivery Added 39 W7225P Pending Delivery Added 40 W7855PT 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 364892 SSO DMA 8/12/2016 1:13:39 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 3 of 5 0 5 3 6 5 4 2 0 9 0 0 3 0 0 5 0 Pool Plan Exhibit "B" �--_ under Services Contract#7151641-001 —Aer ox Pool Identifier: 90626 Pool Name: City of Round Rock Color Pool Pool Meter Type:Color 0 1 W7855PT Pending Delivery Added 17 W7225P Pending Delivery Added 2 W7845PT Pending Delivery Added 18 W7855PT Pending Delivery Added 3 W7855PT Pending Delivery Added 19 W7830PT Pending Delivery Added 4 W7830PT Pending Delivery Added 5 W7830PT Pending Delivery Added 6 W7830PT Pending Delivery Added 7 WC6605DN Pending Delivery Added 8 W7855PT Pending Delivery Added 9 W7845PT Pending Delivery Added 10 W7830PT Pending Delivery Added 11 W7855PT Pending Delivery Added 12 W7845PT Pending Delivery Added 13 WC6605DN Pending Delivery Added 14 WC6605DN Pending Delivery Added 15 W7225P Pending Delivery Added 16 W7855PT Pending Delivery Added WU 364892 SSO DMA 8/12/20161:13:39 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 4 of 5 0 5 3 6 5 4 2 0 9 0 0 4 0 0 5 0 Pool Plan 1• R -�: under Services Contract#7151641-001 Exhibit "L'/ r Pool Plan Terms&Conditions OOL PLAN modifies thever ices�ontract,entered into between Customer and Xerox and identified by its 6.POOL PLAN CREATION AND MODIFICATIONS:The Pool Plan Effective Date will be(i)the date shown on the 10-digit Services Contract number on the Pool Plan documents. This Pool Plan and the Services Contract face of the Pool Plan documents,or(ii)the installation date of the first newly placed unit of Xerox Equipment In constitute the entire agreement as to the pool(s) identified herein, and supersedes all other oral and written Pool-at the inception of a pool,whichever is later. agreements regarding said pool(s). Except as set forth in this Pool Plan,the Services Contract will remain as a. NEW POOL OR ADDITIONS TO POOL:When a pool is created or when Equipment is added to a pool the stated.In the event of a conflict between the terms of the Services Contract and this Pool Plan,this Pool Plan will Equipment will be invoiced using its pool AIC in effect at the end of that MRP. control. b. REMOVALS FROM POOL:When a unit of Equipment is removed from a pool and its SSO,the Equipment will be invoiced using its pool AIC in effect at the end of the previous MRP.When a unit of Equipment is 2. DEFINITIONS:Any term not defined below for this Pool Plan will be as set forth in the SSA or SSO.As used removed from a pool and continues under its SSO,it will revert to its SSO AIC,exclusive of any Pool Plan, herein,the following terms will have these meanings: beginning on the first day of the MRP during which the Equipment is removed from the pool. a. "Additional Impression Charge" or "AIC" means the charge for each impression above the Monthly c. TERMINATION OF A POOL: Either party may terminate a pool upon 30 days prior written notice. A Impressions Included in Plan. modification resulting in less than 2 units in a pool will be a termination of that pool. When a pool is b. "Meter Reconciliation Period" ("MRP") means the frequency with which the actual impressions made on terminated and the Equipment is removed from its SSO,the Equipment will be invoiced using its pool AIC in Pooled Equipment are compared to the Monthly Impressions Included in Plan for invoicing purposes.Each effect at the end of the previous MRP.When a pool is terminated and the Equipment continues under its pool may only have one MRP. SSO it will be invoiced using its then current SSO AIC. c. "Pool Plan" means a specific pricing arrangement for impressions for 2 or more units of Equipment,with d. TRANSFERRING EQUIPMENT FROM ONE POOL TO ANOTHER POOL:When Equipment is transferred applicable terms and conditions.Multiple Pool Identifiers may exist under a Services Contract. from one pool to another pool,the Equipment will be invoiced for the entire MRP using the receiving pool s d. "Xerox Equipment In Pool"or"Pooled Equipment"means the Equipment set forth in the Xerox Equipment AIC in effect at the end of that MRP. In Pool table as shown in the Pool Plan documents.An updated Xerox Equipment In Pool table will be issued with each modification to a Pool Plan.Each pool will be identified by a Pool ID.Equipment with both 7. EQUIPMENT TERMINATION:When a unit of Equipment in a pool is terminated,Customer willbe invoiced for that Black&White and Color meters may contribute to more than one pool.Multiple pools may exist under a unit as set forth in this Pool Plan and for any other applicable charges as set forth in the SSA or Services Contract. Services Contract e. "Monthly Impressions Included in Plan",as shown in the Pool Plan documents,indicates the monthly level of impressions that must be exceeded on the Pooled Equipment before the AIC becomes billable. f. "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. "Quarterly"means calendar quarters of 3 consecutive months beginning in January,April,July and October. 3. PRICING The MMC for each unit of Pooled Equipment will be asset forth in a Services Contract.The AIC pricing for a pool is based on Pooled Equipment that is physically installed or pending delivery.The"Monthly Impressions Included in Plan"and the AIC will be revised as Equipment is added to or removed from a pool.Unless the units' "Plan Features" indicate "Fixed Price", Xerox may annually adjust the AIC. (For state and local government customers,this adjustment will take place at the commencement of such Customers annual contract cycles). 4. BILLING The unit MMCs for Pooled Equipment will 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 will invoice the AIC at the end of each quarter for impressions in excess of 3 times the Monthly Impressions Included in Plan.Partial quarters will be invoiced on a pro rata basis,based on a 30-day billing month. WU 364892 SSO DMA 8/12/2016 1:13:39 PM Confidential-Copyright©2008 XEROX CORPORATION,All rights reserved Page 5 of 5 0 5 3 6 5 4 2 0 9 0 0 5 0 0 5 1 Page I of 5 XPS Invoiceof • <7151641-001> Services Defined As • Section A: Xerox Print Services.,Char_ es XPS Exhibit A charges X1111 i Invoice Breakdown Options(Separate Remit Invoice numbers created by) Multiple Options Allowed Bill . Address D- Format(PDF) Select only 1 PDF option Summary Page with Detail by location and Serial number (Default) Note: Displays 1st Client Data Charge Type Breakdown Options: Select only one option Minimums and Impressions billed together; variable charges billed separately(Default) Is Client supplied data required?e.g.cost center Select only one option . (Defallone ult) ME Delivery Method Select only one option Both USPS Mail and Email (copy of PDF mailed & PDF with backup emailed) Standard Invoice Backup Workbook Options) Multiple Options Allowed Required Section Mil, SSA/MSA Services Contract- Xerox Contracted Devices hese options apply to the invoicing for the Lease, Meters, and other specialized services for Xerox Contracted Devices PDF Invoice Presentment Options Select only one option Consolidation at . . Totals for Yes Include Serial Number Meter charge details on the invoice Select only one option Is Client supplied data required?e.g. cost center Select only one option . D- Invoice Delivery MethodUnformatted Charge Select only one option Email (If Invoice Backup spreadsheet required with their invoice) Standard Invoice Backup Spreadsheet Options Multiple Options Allowed D- D- • is • • (02/17/2016) Approved Pa,-e 2 of 5 Summary Page Ony Sample nvoiceorma — ummary age n figure 11) Provides grand totals for all XPS charges represe tion hjjbiiet Aljgvs subtotals for each location and applicable taxes. jVf Xerox q, pm-1 of X Due Date: 07131/2613 Please Direct Inquiries.To: Pk we Puy The,Amawr 54,50800 Xerox Carpanti=n P0:123455783 CL 34557390123455723012535nf? POB X 65C5u^2 Specisd Reference: Invoice Number. 230000D02 Daltas,TX7525 tSC1 XeroxOU14SNumber: C4959?352 Invoice Date: 07,r,1/2mXeroxFederalTatlD: 15•rt35WM Customer Number. 123155789 Phone: 3M-853-rf3_ Contrxt ftumber: 700MI—CM List of High Level Charge Ship To/Inata6edAt: Ba To: Type subtotals. fnultipIt I==t:rs ABCCOMP,ANY ACCOUNiSPAYABLE 123 BROADWAY Descending Dollar Amount NEwYOMNY 12999.122.3 sequence. ------------ ---- --- �Desttipoan Miaunt ; Toa, i Totd i 1 Minimum Cha aes ! 5y.,Op(.=M 1 Sgt 1 5,%vowss."1 Usase 3a:ed Ci•�re: 57oG I Sda7P4i47XA1 sdJGOS.3SSa.4C. i Impres:i,-rCr..rre: Sx�uocrxsivc I SYdtXX.X7bda0t; 5&�G943ta•XS i Supplies S$.txA.R-;6 Xi i 54.ygG.SF,7pf I SJ,7W4TRWS 1 Equipmenthbre; Subtotals by each charge i One-time 01.2ti= type by install address with f � tax information. i_Desa4tion ; Tecabk -i unt 'Tax '. : Total I 1 Klin cnvm Charge: i SS�Ai.S53,1DG i S.z.19GVC...TJc i S�i �'+�PPGTdd.LI t I Usage Based C:harg} i 5�I Sxaaccs wt! Sxxiocar we i Sa wr t ass rx i I ImpressbnCh2r;es I Ss�Dcxs1,>g(I SdtOGr-3Ss�ot I 5�I 5�,; i Owertinf 1 SJ.�WC•�4S.7PC I 5•S.7000SSSS.7PC i SEdGaG557AC i 5�i 1 Supplies 5+ Stuetsaa�gt i �c f E;0Prnerttih-,im I SSlOG4Sf5.'IX 53.t"Jvc.'SSSAt i Z,7.KJv(:AFEXJ(1 S�i i Subtotak YSatas36t i YosKYYtWot 3y2$9.52 i If multiple iccatioss ciu:rmary Charges Cortinue Or Net Pae_- periods now located Invoice TO Billing ab _S S_4 . P Payments Made 50.64 on the Detail pages when a Plese Pay`Thii Amount 5a,565.6D Summary plus Detail 4 option is selected. Invite Remw)z: Tha.,V.you far d in;businessvAt'i ! Credit Rebill Remarks go here. _W\ Rendered On date indicates when the invoice PDF was generated.. __-- Rerderean.r�'ogS ------ P LEASE INCLU D E Tr05 SSU S VATH YOLC•i.PAYMENT,OR 14TH YOUR INVOICE N UMEI�51 ON YCU R 041ECK Ship tot instaUe d At: :Big to: When payina by mal send p rant to: Multiple Lo=6=s ABC C OMPANY XEROX CORPORA TION ACCOUNTS PAYABLE P.O.BOX 827593 123 BROADWAY PHILADELPHIA.PA 1922-7593 V NEVf YORK.NY 12990-1221 C n ❑ r:uF:��kr_�'x:�'mri`r_=a_.�:r'r.c r.;'e�.it� C �:cs:-><a�.•rs.-'_: oar. _ �._r_rca lnvoi eAmount CN:123zfimg INV F!230M.-Yr,1 INV OXM07M 1,12013 EIPP $4,50000 Form # 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16 Page 3 of 5 Invoice Format-Summary plus Device Detail (Figures 2 & 3) Includes Summary format described above plus detailed charges r each location.There are 2 detail options: A) Detail by Location/Serial Number (Figure 2) DEFAULT Minimums and Impressions are listed anE vidds�ilNumber. xerox p� Plaq.07rrctlr,yir;m,To1 OOO�us-3&5 P.C.2&K _ This page only shows when Impression Conln[t,700=00 vo>:c%Itx;O((!C((%%77IfOtItX%IIX%%x2l.,:axKiJIX1p0."OCKXt C- Nu"b 73459,135 IMaitaoxa,07"Ov. a lines with Pool ID/Pool Name exist 0001 TOW Dup Ta[Y 6ff. !t Taal WILble to 6.t wiled O"rp ftta ou.WCh s..t n+ iur On Invoice. All-.5t I Subtotal for each pool Network Lazar OarGr.6ri'1734559 5],543 30,07. 27.6+8 ">D.02GO 5552.95 555.30 $508.25 or committed volume NerwnkL�er0ev0n[alur4339O?9 3:,648 40,000 0 50.0300 50.00 SO.CO SO.00 grouping display. ScfTnxa L+:anwcpp130t's3304 ',OD 750 250 570.0000 $2,500.00 $250.00 52,75000 s.dssa3r0 Pa6.3.rx xerox'R► Page Breaks by Install PI.Paaolnr,mwrt:sio: Address. eonnsn:7ommlam po::zx%zxnrnanrxz,nrnrcnnwzuncxz:zuxx cat!omer n,ml,er:z3s3s:s3 I e _. _.,.. --t�s¢ar:eeror^sr' Chwje Dena for ltMall L-tion: :.GC COMPANY 789 MAIN ST SINGNAMTON,NY 18978-1234 53,249.62 c-rlpti-I Ut T4lkvaC WOntpetiod/ cumnt P,e 1- Tad Afl x 6111a01e 1WIed 1lamia,Wle T..WM Ta 7.t i Minimum and Meter ee"numaef Pefe,enre MeterFeM Ml ,Rf ed Imp,±,9one t]-'W Rtt± Amount A-t charges listed together xPr:a Ca�[ra;ed C.pe. 07131:Y>- 50.0] 5200.0^. 5:•+04 5:30.01 07(3100:3 I and subtotaled for each GYA"2M9 «6a2- <fAod.la Ted 50.00 546116 54512 $524.30 %±-a.W=(r�!H C±.I:c 00;7'.,:0•_'- SD.JO $2'�.C0 5]0x.` x2,090 t serial number. GYAM.SG <Oiant Ortai aModtl. Taal $(Leo SI7D.60 517116 $187.66 f D;,a,lpibn/�dam7a0kr,.+[P 0ARM46.,11 Ctnrant P-1.u. Teta) All-. 6:nabt: 804d to-U.N. Tar:Ar. Ti T tv ` 5411,,lfumbar W.relxa M.arSRW M.[er Ps:d Imp,a[ion[ Imp,-0- tAaraE.Rata Amourrc Amount Ae:v.cr4e]aurD..cn 0710:_0_] SO.DO 5250 SO 1: $2 i] 07,37 n0"� SO.O.JJ S3.00 Sitz-36 51>.77 533�13 CNGXCA505Si 48an[dalal> 8 aAtoacl. TMT 50.00 $264.116 SL9.54 5304.60 ticn-^ •k,.d Las CM:.. 07�Sr'J - ".03 52.50 SJ.1T 525] CtiO3G10399. <Cne.[dz.lr �P71.-W�: ipW 50.00 SIo.OD. 62.26 532.10-: _ a.. _!kMl_erCni:c o1 D• - Displays 1st Client Data UMCB 35 <clilnr dMel> e0rend-Madtl> Taw -$0.110 $30.00 S240 $32.10 i reference field value,if E present. tAXrlptiprt ID:/SaAal W.I., BOIIn VviW Q-61v Wirt Prl[. NPo- a TAubk Amount Tib T.W �. ----. Arrgitnt'� CSS Cu-3 .d o-0 l 23 07,13/O13 1 I S&ODJ0 5003 ,J ] c S_.SC OCO-DSC22 Y 0 IF53 j01/2013-D f3 M- 3 ,7 5 0vooD 5000 SiU 5- 00 A.n^e 1 CC SOLIC 18SP I Ol,Yl3("013 0.(111'013 6 $sooaa -- $$3,00 `r000D_ '� ti 223.00 530009 $0.03 30 CJ - 5dttvaSd.b JPS a 1 0-77A 13 06.31 2013 1 I S.O.W9. - SOOJ ... SIO 50 i g S - o _ -- - All non device charges - ..-- - Prfeaionatsarrca[ 0' I,^OUO',t3'/101� 1 59o0W - SO.Da Se C-3 I 0Be 5952 �'� show here.E. --- O7 OS 013 0(11(012 6 $75000] 500] 5 0000 $]070 7_0 D0 -� - _-.- _ __ � shipping charges, a.tsa.,.:. __ T3a�50.0 sS_')a DC $iTbi4Tu �: overtime,variable xraan aD6,._7�3�c__sca;ru"._+ � - �J.O.,__1_-_..._�_os3 1cr i_a.oDa1 sJ.oJ - $_7070; 51-00.03 s._x.m woa6 O C3_.02::5 E'S•.L`>aw, J:OS,.^13.77,:1'0"3 520.0000 $907 :9900 S JC: 5=+0.00 • _ t charge Sgpi, cktea Cagwn 51a.1agm Suxm,u S.aucuaa Sxv..n..v. `�.. J.i.rldm °."'`°"°" R_ T.A,eoam' �- Tax displayed per .IEW 1`04% 5-,ATE 50% 55. ......t .... P Y p z-.00N14 ccunrY 3Ja S a✓im )OCatlOn. L[GF30[ --- ------ =?h:tcnu^y:krF.riAlaC:mmku,Dar>xlsi wNuna wIN ut+.rd:.ht°r uric,Thv b14:61:auY44Y i[4bo[W rods:un t:[hat 00[::0:4[twrq'orar•a and h 0•I'[d at V13axc:w u,tYala rxe.Th.Mi."Fi:owanw n6a<u[F.auni'aemurtd[ax _,x0160 10.0,0 falfavwc.fr_m.,eh ori,thwu4dna reM':v1nSnJaidb..a,e�r.axmeir»4003 cls•5amnn>tm.<[;h.ucte,[atM:vol7ora5 d+.tory-md'nF. +.6merrulrnetemr,ed� •v Lia4a 013016 Y.Pr::d Form # 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16 Page 4 of 5 Sectionon • Contracted Contract Lease, Meters • Non-contracted char• - •nly Consolidated Invoice — 2 Subtotals for Minimum Option Exhibit "B" r PMM*GW*Ct L'rQ1110*1 TO Pa"l xe rox .1 �+ I E IT FLlt LP9+">M..ATa1N V-01co tw.: Gvr:arRN bx1t.M.ncs: P'xchaP.G(d,r Nu.rx>.a. :C=F''oO�p Qt1i 51 2:'09.1 VC This template presents two L IY--ePC'/OE`Y;tl!l tit_t Ow Oafe: Contract Nu(frDsr. krvolce MRnS,1: ,o T,,,p,,,,,,. , subtotals for monthly minimum charges line.One for Xerox z, xoo3Do3Dt Equipment&Software and all Iniv TO: am TO: other minimum components are E ABC Company in the Services subtotal line 123 Main Anywhere,USA 12345-1334 If there is any proration there is a separate line for prorated monthly minimum charges Impression charges above VOn(TMLY Yar,Y:1U Cw,ltfjlr,� 1,a,as,.sa allowance/minimum display at a 6 tormkoz total amount level SE.ttoC,4^ S 7.1X8 6C anRf. 1pt/tl-N RCC:rCC(:1n-4MN E e.iSS.it 0vVtTTV9 :1.1saT5 Any additional charges are �rxrteDOTC-Wtoez 2117ax41 1 z1.11t-"w0 11.1!a.71 grouped with like charges and be 1��•, presented in this section of the "Voce Tilt= 125Z'S6.52 invoice(e.g.supplies,Overtime) a Pi1vTmm waar 4 25-- u 0 ow- Tax jurisdictions are subtotaled on the face of the invoice(if taxable) 1 .......,.._^...............XERO%FEDERAL�EHTff1CAT10ri 1116-026H02G..'.. ......,............ PLC-it w4WCe r__1!_1#V__—"A""4-MAA1d:rTt✓.R 4'A46.f�,M 1G.M CatC1( wine pxying n(ma SPUp To t krgtSlpB AL' To: 66"4 PAYWA i W -� Xerox .C10a71((.GRw,N(Ar,O•{ •aKy paM: (:us*arw�,Rif«r.. n.a[n a( w N.nNw: aurtr seo »..:ca. >,. >evxero .,f>tl CtY.LYiA A'.f W(iOM aNCt r.Y.(9.CA Qr}el tlu•DaY.: C.iMa[I M.,rat>„_ u»d<a NwMw: (� Ta/ant,M»' soo+tsi-asa9 W1If'012 )pC Zir.I,ae> Y0OaY2Y0a �r wlMwr N.irw[+r- Y 1715W<D Ts NW Tu: x^�•�w- -• Impressions Detail Page: w(rwn c ABC Company.LLC 1� Attn:John Jones a sso Erie BlvdMeter Impressions Detail V Buffalo,MY 12345-1201 .� -'-'" - - � pages are optional SERIAL PRODUCT METER 'BILLABLE CHG PER IMPRESSIO11 Meter Detail is listed by install HUMBER CODE DESCRIPTIO11 IMPRESSIONS I6IPRESS1011 CHARGE location ABC Company,LLC Attn:John Jones B00 Erie Blvd Buffalo,HY 12325-1201 Sxx,xn(.n( •.v111234`_6 4V 5655 PT 6,1W Overage L9h 0.0100 519.96 :V 7112356 w5655PT BRW Overage 1.995 0.0055 S10.96 W1 I 123EOI YV5855PT BAV Overage 1,098 0.0100 510.98 %'V1 1 123=01 W665EPT B✓d✓Overage 1.0?a 0.0055 S604 ABC Comparry,LLC 2010 Y!.Main St Syracuse,MY 13215-1001 sxx,uncxx CC91234SB C5655PT Co I.,Overage 7,927 0.0100 S7927 CC9123456 C5655PT Ovrazd Overage 0 0.0200 $0.00 K01123890 K5655PT BW Overage 601 0.0200 S12.02 KG1129399 K5555PT BN✓Overage 0 0.0100 SO.00 K01133456 KEESSWTi BTN Overage 0 0.0100 SO OQ K02153890 K5655PT Color Overage 601 0.0200 $12.02 Form# 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16 Page 5 of 5 XPS Xerox Leased Devices Invoice Backup Workbook Default option includes 3 tabs: Unformatted, Formatted by Install Address and Formatted by Serial Number. Below is a sample of the worksheet unformatted.Exhibit „Lan „ _._ .-.__ ,.... v l--P ' A @ 'C 0 E.. _i- F G H 1 I K t M - C7 7 Cobr 2 ?31n'31063 sdztttvec ABC COUPFNY 000064606 1W2 B1L'CAtD� 6771�ressbrs 1 151.16 &.0424 435 41:16 7121410C -O .3.1301&71363 xc0�cxoa ABC COUP4NY MU0646Co 1002 BREM-325 tlq:rcsans I I 511211 50.1100 1201 5122117123440-0( �d 1231631D63 -6.bcaoe ABC.COUPMY MM05-16C6 1002 BRE00f025 Xerox F-0uprentS SoY,wire-+nc ca: 41,^.00.00 5110O.O:oc 1 51,000.00 712J4404C •_1 101 6 31 0 63 xxbrx- ABC COUPA14Y RIAOM03 1001 BRE001329 6'.'7 hprasscrs 50.92 S;.W24 135 S0.£2 7123440-0("'. 5 130101Mxs/xvxax ABC WMDA77Y 0000848061001 BRf001325 Cab,lrpre!aa 121890 30.1100 1530 5218W 7121446 �] 3DI631M S tdz ABCCOUPASIY /163084608 1001 ORE00ID29 550000 SiUO.000C 1 3'J OM 71234a0-Ct; _ - g_130163%Mj Xdndx ABC COMPANY MU084608 1001 BRE001387 C.I.hprsseora $5°8835 30.1100 :5745 35,364!75 71214404) ". '9 1331631083 -tnU- AOCCOUPA14Y 041064808 1001 BRE001387 0--lrp,ee4pn4 316500 30.151101 1100 $16500 7121440- YID 1301631003 -bm/ll- ABC COUPANY MMOM08 I001 BRE001387 $1,00000 $1.00 moo 1 S1.WO.M 7123440-0C `ll 301631063 ABC COMPATIY U0064606 1001 M001473 671 hv,ezlbro SOM 10.6;,24 a 30.007123-C-OC 7215316310&4 xxtxxbcna ABC COUPAI7Y UU084E03 1001 13RE001473 Cob,ft si- 53223 30.1 IM 2293 M2237123=4GOC 13 M163M, =Nxbum ABC COUFAW 00064803 loci BRE001473 0-,,i2e lmPr *,. 31500 10.1500 130 515.00 7123440-( 1.11131631763 ndrd-vn ABC COUPANY 00061803 1061 BRE001473 Xtrox EgavP l.1 Sof---v ki ay 11,00000 $1.000.0000 1 31.000.00 7123AAW i.s DIE3105-s jo*Xd Oooc ABC COMPANY MM064603 1001 BRELolsu C*1VftM&210,S 37323 50.1 too 293 532.27 i1234404C 16 23I631Y.3 xx&.)C oc ABC COUPA7lY MUO646o3 1001 BRE001582 OYYSCelm7re44bn4 315.00 50.1500 130 SIS,M i!1 .C( 17:'2 315 31 36-s rx WW- A6C COMPA14Y 00065603 1C01 BRE001562 Ifttax .bRM155ormue--4 CO. S1,30 00 5100.0:00 1 51,60.04 i123"C-OC 15271631)6-s WWx= ABC COMPANY MM064E03 ICC: BREMISII C0b,yrprt34bn4 53223 $0.1100 293 'm 4123440-CC 13:23t63fM xx Wn 4EC COMPA7lyMM0646D3 ICU I BRE001611 Otiersct!rarei4bn4 51570 50.1500 130 215.00 4123540-CC 20 271c2M3 *OWx A 5 COUPANY1 U1O646C3I ICC2 ORZC01611 xEq.brrll''+S;f.n S:e-,n:t c.•131;,00 CCI S1 W.P:OO 'I 51,WC.COIi I-1546-LC _?j 1271W1763 xxOWaCatt 4EC COUF_TtYMS•oo=E03� ICC: I ORFC01r>:4 C.L.traess=-s I 5:23 50.1100 233 Ss223�;1:7�'- 2213710 1X3 no 17vcaa 4eeCOMPuu rYl L,0,-r oC3 Icc: 5PSCIDI.3N 0::1Sca-claecr4 !I,--C sD.t:a 1ao 51s.eo;l:7-a.c: 2313D1031%3 -&Xe000c 4EC COMP4Lv1 M4•06-06x1 ICC- X:,0XEo.0r.4n1r.'-w'-:0_.n.:<C.I$,,CCC cc ST100.000 1 51.WnCoj 71:J-4C4C 24 123+631363 xlJxxOaxx AEC CCI.IPFliv1 MU064071 ICH 1 BRE001W Sbe3 s170 SC.W24 223 ?0.1oI71n44ou. 251=0163176 1%4w5D a AEC CCMP4'iY1 U41064Eol lccl 1 DRECO1693 0," $15.0 50.1 E0C 100 SIs.001i I2JS40.0C 26120+621063 xOWloax 4EC C041P<TlYl 0006460:1 1CC• 1 BP Ot5S3 Xerox E0.411"MI _ SIm CCS 31 OO.WOC 1 51 WOM I-34"c N 4 1 R¢UOfannatted Ctlarrpe Detail..�;•_R MttEd by I15te!LOwtloi ro•rrm-zed O:siral Mabe °] - j,4 1 ._,. - _ -._1.1 This is raw data.Notice there is no groupings.It is sorted by serial number. Sample below of worksheet formatted by Usage Detail. X Y 2 AA AS AC AD AE AF AG AH Al AI 1: 435 ABC CORPCRATE 21700 COMMERCE PARIS HEACH15W0 CH 44101.1234 15 385 ADC COUPAffY 37]7 W$VIVO"AV- TOEEOO O!1 44!01-1;31 H L4101•IIN t M N Q P 4 R 5 T. U H 44191.814 53.0024- 40$ E7.78 712344:.CO/ xxAu.'xXxx;sX,9wkga< 71642225@ K"V. i ICO§2330 DY7 2507 7503 iW3 ",JO H uI01.123t 5w0024 33.5 101,21 71fA=fA XVM 3[05.'330 9'it 1000 40 wo •00 SYSIO I B5Y Torsi 20W 0 ii^Its, B C M1D E F. G - H '.1 M'.I.. 1212 0 _ 1 2 30161106) I0VA0160C1t AS,-C0UPA11Y MR064 M 1002 MN-0102S B"9t14 $1.16 3 3016110 x%OOC'xxlu ABC COUPAhY WM948W INI BREC01029 r01kVt--% 5332 4 I $0.00 UM 00 0 5 , 301637663 xxtxz�rnu ABC COMPAICY VU064M 1004 „3BA.EOMM Ccix 41wt44Cs Sa M _[ 6 301631063 IocOq<'.=I ABCCOMPA74Y UU06480a 1004 PR.''S09^.106 ",ftrtnW4 52364 7 50.00 33.47365 0 g 3016310433 xxhu'41ou ABC COMPAMY' MU0,WD6 IM BR001025 Xeres Eq�m+cr_SSCI!wa-r-smit.- CC i 9 2Ctb11061 WS0c5oo4'< A@C COUPAI4Y MMOWK4 1001 UM001029 Yerex FOotmnr4b SalhN:ere•,xtt M� Grouped by Usage Type Form# 52547B-XPS CTC Invoice Presentment SOW (02/17/2016) Approved 8 3 16 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loll Complete Nos.l-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing forst,and the city,state and country of the business entity's place Certificate Number: of business. 2016-98418 Xerox Corporation Norwalk,CT United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/12/2016 being filed. City of Round Rock Date Acknowledged- 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. TCPN 85245 Copier Lease Services and Support Agreement,Service Contract number 7151641-001 Nature of Interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there Is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Gail M.Mr.Millnn t, Notary Public StAte of New York c No.01 MC5075936 ierjn Ao on Conty m mission Expiros u Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said )} t�it� 1/. (>r��) this the��_day of 20__LLL_,to certify which,witness my hand and seal of office. C�a1) ) ) Signature of officer administering oath Printed name of officer administering oath Title of officer admirfiSteflng oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-98418 Xerox Corporation Norwalk,CT United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/12/2016 being filed. City of Round Rock Date Acknowledged: 08/18/2016 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. TCPN R5245 Copier Lease Services and Support Agreement,Service Contract number 7151641-001 Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said this the day of 20 ,to certify which,witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277