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Home My WebLink About20112101 RESOLUTION RE: ACTION OF THE BOARD CONCERNING SERVICES AND SOLUTIONS AGREEMENT, ADDENDUM TO SAME, AND SERVICES AND SOLUTIONS ORDER, AND AUTHORIZE CHAIR TO SIGN —XEROX CORPORATION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Services and Solutions Agreement, an Addendum to the same, and a Services and Solutions Order between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Xerox Corporation, commencing upon full execution, with further terms and conditions being as stated in said agreement, addendum, and order, and WHEREAS, after review, the Board deemed it advisable to continue the matter from July 27, 2011, to August 3, 2011, and then to August 10, 2011, at the requests of staff, in order to allow adequate time for further review of the documents, and WHEREAS, after review on August 10, 2011, the Board deems it advisable to deny said agreement, addendum, and order, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Services and Solutions Agreement, the Addendum to the same, and the Services and Solutions Order between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Xerox Corporation be, and hereby are, denied. ct, NL q ly I � 2011-2101 HL0038 SERVICES AND SOLUTIONS AGREEMENT, ADDENDUM TO SAME, AND SERVICES AND SOLUTIONS ORDER —XEROX CORPORATION PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 10th day of August, A.D., 2011. BOARD OF COUNTY COMMISSIONERS �y WELD COUNTY, COLORADO ATTEST:•,,c--- —1 � G2 t4 a eleaftw /Barbara Kirkmeyer, Chair Weld County Clerk to the Bo/'\s j . /_ /��` .....e--- 60 ,`11 � I!can P. Cns, Pro-Tem It , IsDeputy C rk to the Boat ♦r ��J ?^ illiGarcia NZ)/ \ \a" APP D AS T M: - David E. Long ou ttorney • Dougl s Radema er Date of signature: 9"5<'/ 2011-2101 HL0038 DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT 1 8 6 1 - 2 0 1 1 1555 N. 171h Avenue Greeley, CO 80631 . Public Health i Web: http://www.weldhealth.org Health Administration Services Health 8 Clinical eriicnmental Health Communication,a, 8,Emergency spo Preparedness W E L DEC O U N T Y e 304 Tele. 7s eeServices Education Planning 7 8,Response \ / Fate'970.3046412 Fate:970 304 6420 Fax 970.3046411 Tele 970.304.6472 Fa 970.3046469 Fax 70 70 164 70 304: vn0 og Faxcommunities we are 970 to at out tehealh452 Fax: 970 304 work69 vision Together workingmake live, and play. Memorandum Date: August 9, 2011 To: Commissioners From: Mark E. Wallace, MD, MPH — Director Re: Item of Old Business for August 10, 2011: Services and solution agreement, addendum to same, and services and solution order, Xerox Corporation The Department has previously asked the Board in work session and through consideration of the above referenced agreement to consider a document management solution for printing, copying, faxing and scanning as a pilot project aimed at reducing costs associated with these business functions. Xerox Corporation has been supportive of analyzing our existing solutions and actively worked to provide an alternative solution based upon networked, multi-function devices that would reduce the total number of devices currently used by the Department. Through the due diligence process the Department has discovered it can achieve the desired outcome by enhancing existing devices multi-function devices with network cards and software at an even lower cost than projected in the proposed agreement. Staff recommendation: Decline the services and solution agreement, addendum to same, and services and solution order, Xerox Corporation. SERVICES AND SOLUTIONS AGREEMENT xerox j) THIS SERVICES AND SOLUTIONS AGREEMENT ("Agreement" or "SSA"), which bears SSA No. 71057143, is entered by and between Weld, County of("Customer")and Xerox Corporation("Xerox"). 1. SCOPE. The acquisition of(i)"Services" (collectively managed services and consultative services), (ii)Xerox-brand equipment("Equipment"), third party hardware ("Third Party Hardware"), Xerox-brand software ("Software") and/or third party software ("Third Party Software") (collectively "Products")and/or(iii)Maintenance Services by Customer(or"you") is subject to the prices and terms and conditions set forth in this Services and Solutions Agreement ("SSA"). Third Party Hardware and Third Party Software are, collectively, "Third Party Products". Services, Products, and Maintenance Services are, collectively, "Offerings". "Deliverables" include, but are not limited to, Products, Output of Services, Assessments and Documentation. 2. SERVICES GUARANTEE. Xerox will provide the Services set forth in each Order and, if the Services do not comply with the service levels set forth in a Statement of work("SOW')during its term, Customer agrees to notify Xerox in writing detailing its concerns regarding the same. No later than ten(10)days following Xerox's receipt of said notice, Xerox and Customer agree to meet, clarify the Customer's concern(s)and begin to develop a corrective action plan ("Plan") to remedy such alleged non-compliance. As Customer's exclusive remedy for Xerox's non-compliance, Xerox,within sixty(60)days of finalizing the Plan or a time period as otherwise agreed to in writing by the parties, will either modify such Services so they are compliant with such SOW or re-do the work at no additional charge. You will legally dispose of all hazardous wastes generated from use of Third Party Hardware and associated supplies. 3. ORDERS. a. Services and Deliverables provided by Xerox will be set forth in one or more Services and Solutions Orders ("SSO") which will be mutually agreed upon and signed by the Customer. SSOs assigned the same 10 digit number constitute a "Services Contract". Unless otherwise provided in a SSO, terms and conditions in a SSO that is part of a Services Contract shall be applicable to all SSOs constituting that Services Contract. Customer may also issue purchase orders to Xerox for order entry purposes only, specifying Customer's requested shipment date, installation site, quantities, bill-to address, services description and term, and applicable Trade-In Equipment. Such purchase orders shall incorporate and be subject solely to the terms and conditions of the applicable Services Contract, notwithstanding anything contained in any such purchase order at variance with or in addition to the applicable Services Contract. Any SSO or Customer-issued purchase order shall be an individual order("Order')hereunder and, irrespective of its form, must reference the contract number of the applicable Services Contract. b. During the term of an Order, Customer shall permit Xerox and its agents to use or access, and shall grant or transfer sufficient rights to enable Xerox and its agents to use or access, all hardware, software and/or work space owned, leased, rented, licensed and/or controlled by Customer, and any services utilized by Customer that Xerox needs to enable Xerox to perform the Services(collectively"Customer Assets"). c. Orders may be submitted via hard copy or electronic means and those submitted electronically by Customer shall be considered for all purposes to(i) be a"writing' or"in writing"; (ii) be"signed"; (iii)constitute an "original"when printed from electronic records established and maintained in the ordinary course of business; and, (iv)be valid and enforceable. 4. TERM. a.This SSA shall commence on the date it is accepted by Xerox, and shall continue for a period of 48 months unless terminated earlier by either party upon not less than ninety(90)days prior written notice to the other party. In the event this SSA expires, or either party elects to terminate this SSA,each Order hereunder shall remain in full force and effect until the end of its term (including any renewals or extensions thereto)or it is terminated, and shall at all times be governed by the terms and conditions of this SSA as if it were still in effect. b.The term of each SSO hereunder shall be set forth under the heading "Term" in the "Order Summary" area on the face of said SSO, and shall continue for the term stated. If an Order is terminated, the term of any remaining Orders shall continue unaltered. c. Unless either party provides notice at least thirty(30)days before the end of the term of any Order hereunder of its intention not to renew same, it will continue on a month-to-month basis at the same price and on the same terms and conditions set forth in said Order. During said continuation, either party may terminate such Order on at least thirty(30)days notice. 5. PERSONNEL. Xerox agrees to comply with your internal policies you provide to Xerox in writing for security and safety that are reasonable and customary under the circumstances, and that do not conflict with this SSA. You will provide Xerox with reasonable prior notice of such policies and any changes thereto. Neither party shall, directly or indirectly, actively solicit the employment of the other party's staff providing Services hereunder, which includes Xerox's agents, and their supervisors during the term of this SSA and for a period of one (1) year thereafter. Employment arising from inquiries received via advertisements in newspapers,job fairs, unsolicited resumes or applications for employment shall not be considered active solicitation. The sole remedy of a party for breach of this restriction is to receive payment, as liquidated damages and not as a penalty, from the defaulting party equal to the individual's then current annual salary (or the fees paid to an agent in the past twelve (12) months),within thirty(30)days of the start date of the individual.Xerox is an independent contractor hereunder. 6. ELIGIBLE SUBSIDIARIES. Xerox will also provide Offerings subject to this SSA to Customers domestic subsidiaries and affiliates of which more than fifty percent(50%)of the stock entitled to vote for election of members to such subsidiary's or affiliate's Board of Directors is owned by Customer("Eligible Subsidiaries"). If an Eligible Subsidiary submits an Order hereunder, it shall be the"Customer'for the purposes of such Order. In the event of divestiture of an Eligible Subsidiary, Customer shall notify Xerox and order-taking under this SSA shall terminate immediately with respect to such divested entity; however, Offerings installed at such divested entity under an Order shall retain the pricing and terms and conditions thereof until the Offering's initial term expires. 7. PRICING. Pricing shall be as set forth in an Order. The monthly charge ("Monthly Minimum Charge" or"MMC"), along with any Additional Impression Charges, covers Customer's monthly cost for the Services, Products and Maintenance Services hereunder and such MMC will change with each Order. The MMC may also include, but not be limited to, lease buyout funds,Third Party Funds, supplemental funds, monthly equipment component amounts, remaining Customer obligations from previous contracts, amounts being financed or refinanced, analyst services and/or customer training services. One-time items("One-Time Items")are billed separately from the MMC. 8. PAYMENT,CREDIT AND TAXES. a.PRICING, PAYMENT AND CREDIT. Invoices are payable upon receipt and you shall pay Xerox all sums due hereunder no later than thirty(30) days after the invoice date. Restrictive covenants on instruments or documents submitted for or with payments will not reduce your obligations. If Services begin partially and/or early, Xerox will bill you on a pro rata basis, based on a 30-day billing month, and the terms and conditions of this SSA will apply. Services requested and performed outside your standard working hours will be at Xerox's then-current overtime rate. Xerox is responsible for all standard delivery charges and, for Equipment and Third Party Hardware to which Xerox retains ownership, standard removal charges. You are responsible for any non-standard delivery and removal charges. You authorize Xerox (or its agent)to obtain credit reports from commercial credit reporting agencies. Xerox reserves the right to review and approve Customer's credit prior to acceptance of each Order. Form 52639(February,2011) XEROX CONFIDENTIAL 2011-2101 b.TAXES. You shall be responsible for all Taxes, which will be included in Xerox's invoice unless you provide proof of your tax-exempt status. "Taxes"shall mean any tax,assessment,or charge imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied on this SSA or any Order hereunder or the amounts payable to Xerox under this Agreement or any Order. Taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon. Taxes do not include, and Xerox shall be responsible for: (i)taxes on Xerox's net income, and (ii)personal property taxes on Equipment installed under Rental or Lease Orders, unless such Equipment is installed in a jurisdiction where the taxing authority requires you to pay such personal property taxes. If a taxing authority determines Xerox did not collect all applicable Taxes, you shall remain liable to Xerox for such additional Taxes. 9. CONSUMABLE SUPPLIES INCLUDED. For Equipment, if specified in an Order, Xerox (or a designated servicer) will provide black toner (excluding highlight color toner), black developer, Cartridges, and, if applicable fuser agent ("Consumable Supplies"), required to make impressions. For full-color Equipment, Consumable Supplies also includes 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. Consumable Supplies are Xerox's property until used by you and you will (i) use them only with the Equipment hereunder, (ii) return all Cartridges to Xerox as provided herein, and (iii) return any other Consumable Supplies to Xerox, at Xerox's expense when using Xerox-supplied shipping labels, at the end of the term of the applicable Equipment or destroy them in a manner permitted by applicable law. Should your use of Consumable Supplies exceed Xerox's published yields for them by more than ten percent(10%), Xerox shall have the right to charge you for any such excess usage. If Xerox provides paper hereunder, upon thirty(30)days notice,Xerox may adjust the paper pricing or either party may terminate the provision of paper. 10. LATE CHARGES AND DEFAULT. For any payment not received by Xerox within ten (10)days of its due date, Xerox may charge, and you agree to pay, a late charge equal to the higher of five percent (5%) of the amount due or$25 (not to exceed the maximum amount permitted by law)as reasonable collection costs.You will be in default if Xerox does not receive any payment within fifteen(15)days after the date it is due or if you breach any other obligation under this or any other agreement with Xerox. If you default,Xerox, in addition to its other remedies(including the cessation of Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of(i)all amounts then due, plus interest on all amounts due from the due date until paid at the rate of one and one-half percent(1.5%)per month(not to exceed the maximum amount permitted by law) and (li) any applicable monthly equipment components ("MECs") and early termination charges ("ETCs"). Xerox's decision to waive or forgive a particular default shall not prevent Xerox from declaring any other default. If you default under this SSA, you shall pay all of the costs Xerox incurs to enforce its rights against you, including reasonable attorneys'fees and actual costs. 11. CONFIDENTIAL INFORMATION. Each party will disclose to the other certain business information identified as confidential ("Confidential Information"). Customer Content consists of documents, materials and data provided in hard copy or electronic format by you to Xerox containing information about you and/or your clients and is considered your Confidential Information. This SSA, as well as Developments and Pre-Existing Work (collectively "Xerox Work"), Xerox Tools as defined herein, Orders and SOWs shall be considered Xerox's Confidential Information. "Developments" are items created by Xerox 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, and "Pre-existing Work" are items used or incorporated into a Deliverable or developed or acquired by Xerox independent of performing the Services. "Output of Services" constitute 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 SOW, but shall not include software. "Assessments" are assessment and recommendation reports created as a result of assessment services. "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 use as part of the Services. 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: (i)was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the non- disclosing party; (ii) was rightfully in the non-disclosing party's possession or the possession of any third party free of any obligation of confidentiality; or(iii)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 above shall terminate one(1)year after expiration or termination of this SSA or the last effective Services Contract hereunder, whichever is later; provided however, for Xerox Work and Xerox Tools, confidentiality obligations with respect thereto shall not terminate unless (i), (ii)or(iii) in the preceding sentence of this Section becomes applicable thereto. The parties do not intend for Customer to disclose confidential technical information hereunder, which includes, but is not limited to, computer programs, source code, and algorithms, and Customer will only disclose the same under the auspices of a separate agreement. Upon expiration or termination of this SSA, each party shall return to the other or, if so 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. 12. INTELLECTUAL PROPERTY. You represent and warrant you own the Customer Content and Customer Assets or otherwise have the right to authorize Xerox to perform Services hereunder and the Customer Content does not, and shall not, contain content that(i)is libelous,defamatory or obscene and/or(ii)infringe on or violate any applicable laws, regulations or rights of a third party of any kind. Xerox, its employees, agents and/or licensors shall at all times retain all rights to Xerox Work and Xerox Tools(with "Xerox Tools" being proprietary tools used by Xerox to provide the Services, and any modifications, enhancements, improvements and derivative works thereof), and except as expressly set forth herein, no rights to Xerox Work and Xerox Tools are granted to you. You shall have no rights to use, access or operate the Xerox Tools, which will be installed and operated only by Xerox. You 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. All Xerox Tools may be removed at Xerox's sole discretion. You acknowledge that Xerox does not license the Xerox Tools separate and apart from the provision of Services associated with their use. You agree not to decompile or reverse engineer any Xerox Work or Xerox Tools. Xerox grants you 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 your customary business purposes, and not for resale, license and/or distribution outside of your organization. You may not sublicense any rights granted to you hereunder, but may authorize a third party("Designee") to use such rights, solely for your benefit and your internal business purposes. Any Designee operating or maintaining the delivered solution shall be subject to written confidentiality obligations with respect to Confidential Information that shall be no less restrictive than those set forth in this SSA. Output of Services is your sole and exclusive property and Xerox shall gain no rights therein, except as may be required for Xerox to perform Services hereunder. Xerox hereby assigns, grants, conveys, and transfers to you all rights in and to the Output of Services hereunder. You may duplicate and distribute Assessments only for your internal business purposes. Recommendations, assessments and processes described in Assessments may only be implemented for you by Xerox and only for your internal business purposes. Except as set forth expressly in this Section, no other rights or licenses are granted to you. Any rights or licenses that are granted to you shall immediately terminate if you (i)default hereunder with respect to any of your obligations related to such rights or licenses, (ii) fail to pay amounts due, or(iii)otherwise default under this SSA. 13. REPORTS. Upon Customer's request, Xerox may issue mutually agreed upon reports reflecting information that is accurate at the time the report is issued, including estimates of information based on pending Orders. Form 52639(February,2011) XEROX CONFIDENTIAL Page 2 of 6 14. EARLY TERMINATION. Xerox is providing Equipment for the entire term of the Order under which it is installed. If, prior to the expiration of an Order, you terminate Equipment, require Equipment to be removed or replaced,or Xerox terminates said Order due to your default, you agree to pay early termination charges. Said early termination charges shall be more fully defined in the applicable Services Contract and are available from Xerox upon request. 15. EARLY TERMINATION—SERVICES AND PERSONNEL. Except as otherwise set forth in a SOW, upon ninety(90)days prior written notice, you may terminate or reduce any Services or personnel without incurring ETCs. Notwithstanding the foregoing, if any Services or personnel are terminated(i)by Xerox due to your default or(ii) by you and you acquire Services from another supplier within six(6) months of the termination of such Services or personnel, you shall pay all amounts due as of the termination date, together with ETCs, for loss of bargain and not as a penalty, equal to the then current MMC for said terminated or reduced Services or personnel multiplied by the number of months remaining in their term, not to exceed six(6)months. 16. EARLY TERMINATION —THIRD PARTY and AMORTIZED SERVICES. Certain Xerox Services, such as consulting and training, may be amortized over the life of an Order ("Amortized Services"). Xerox may provide funds to acquire Third Party Hardware, to license Third Party Software and/or to retire debt on existing Third Party Hardware ("Third Party Funds"). Collectively, Third Party Funds and Amortized Services are "Funds". The Funds amount will be included in the MMC. Notwithstanding the provision entitled "EARLY TERMINATION — SERVICES AND PERSONNEL", should an Order be terminated prior to expiration for any reason or 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, you agree to pay to Xerox, in addition to any other amounts owed under said Order, an amount equal to the remaining principal balance of the Funds together with a 15% disengagement fee, for loss of bargain and not as a penalty. You agree to maintain the manufacturer's maintenance agreement for any Third Party Hardware and applicable Third Party Software licenses. Any express warranties for such Third Party Hardware or Third Party Software shall be available to you. 17. 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 tangible property damage 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. The indemnifying party is not responsible for any litigation expenses or settlements of the other party unless the indemnifying party pre-approves them in writing. b.Xerox, at its expense, if promptly notified by you and given the right to control the defense, will defend you 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 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 and/or Customer Content for which you failed to provide to Xerox sufficient rights; (ii) Services performed, or Deliverables provided, to your specification or design, (iii) infringement resulting from or caused by your misuse or unauthorized modification of systems or product; (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)your failure to use corrections or enhancements to the Services or Deliverables provided by Xerox, and (vi)your provision to Xerox of material for duplication in violation of the copyright of a third party and it is agreed and understood by the parties that, under this SSA, Xerox is not undertaking, and will not undertake, any obligation or duty of any kind or type to determine or ascertain whether material provided to it for duplication may be duplicated without violating a third party's copyright therein. 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: obtain for you the right to continue to use such Services or Deliverables; modify such Services or Deliverables so they are non-infringing; replace such Services or Deliverables with non-infringing ones or terminate such infringing Services, and/or, accept the return of such infringing Deliverables and refund to Customer any amount paid for the infringing item, less net benefits realized. c.You, at your 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 you or any ultimate judgment for, all third party claims subject to b.(i)-(vi)above or for infringement of any intellectual property rights arising out of or related to performance of Services using Customer Assets, Customer Content or other materials pursuant to your request or direction or for your breach of the first sentence of the Section herein titled "INTELLECTUAL PROPERTY". You are not responsible for Xerox litigation expenses or settlements unless you pre-approve them in writing. 18. LIMITATION OF LIABILITY. Xerox shall not be liable to you, in the aggregate, for any direct damages in excess of the amounts paid by you to Xerox during the twelve (12) months prior to the claim or $50,000, whichever is greater, and neither party shall 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 shall not be applicable to any specific indemnification obligations set forth in this SSA or to Customer's breach of confidentiality obligations regarding the Xerox Tools. 19. ASSIGNMENT. You may not assign any of your rights or obligations hereunder. Xerox may assign the SSA and any Orders hereunder, in whole or in part, without prior notice to you and may release information Xerox has about you to an assignee. Each successive assignee of Xerox shall have all of the rights but none of the obligations of Xerox pursuant to the SSA. You shall continue to look to Xerox for performance of Xerox's obligations hereunder and you hereby waive and release any assignees of Xerox from any such claim. You shall not assert any defense, counterclaim or setoff that you may have or claim against Xerox against any assignees of Xerox. 20. FORCE MAJEURE. Except for payment obligations hereunder, neither party shall 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 and the affected party shall undertake reasonable action to notify the other party of each such circumstance. 21. MAINTENANCE SERVICES. Unless otherwise stated,Xerox(or a designated servicer)will provide the following Maintenance Services(a/k/a "Break/Fix")for Equipment. a. REPAIRS & PARTS. Xerox will make repairs necessary to keep Equipment in good working order (including such repairs or adjustments required during initial installation). Parts required for repair may be new, reprocessed, or recovered. b.HOURS & EXCLUSIONS. Unless otherwise stated, Maintenance Services will be provided during Xerox's standard working hours. Maintenance Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude repairs or adjustments Xerox determines to relate to or be affected by the use of options, accessories, or other connected products not serviced by Xerox,as well as any non-Xerox alterations, relocation,service,supplies, or consumables). c. INSTALLATION SITE & METER READINGS. The Equipment installation site must at all times conform to Xerox's published requirements. Unless meter read Services are provided by Xerox hereunder, you agree to provide meter readings in the manner prescribed by Xerox. If you do not provide Xerox with meter readings as required,Xerox may estimate them and bill you accordingly. d. EQUIPMENT REPLACEMENT. If Xerox is unable to maintain the Equipment as described above, Xerox will, as your exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical product or, at Xerox's option, another product of equal Form 52639(February,2011) XEROX CONFIDENTIAL Page 3 of 6 or greater capabilities. Notwithstanding anything to the contrary herein, Xerox shall have no obligation to replace Equipment beyond its end of service("EOS")date. An EOS date equipment list is available upon request. e.CARTRIDGES. If Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules("Cartridges"), you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States and the failure to use such Cartridges shall void any warranty applicable to such Equipment. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured or reprocessed. Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new and/or reprocessed components. To enhance print quality, the Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, 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. f. PC/WORKSTATION REQUIREMENTS. For Equipment requiring connection to a PC or workstation, you must utilize a PC or workstation that either(1)has been provided by Xerox or(2)meets Xerox's published specifications. 22. EQUIPMENT STATUS. Unless you are acquiring Previously Installed Equipment, Equipment will be either: (i) "Newly Manufactured", which may contain some recycled components that are reconditioned; (ii)"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, (iii)"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 status of Third Party Hardware. 23. TITLE, RISK OF LOSS AND PROTECTION OF XEROX'S RIGHTS. Title to Equipment and Third Party Hardware shall remain with Xerox until you purchase same. Risk of loss for the Products shall pass to you upon delivery. You will keep the Products insured against loss and the policy will name Xerox as Loss Payee. You hereby authorize Xerox or its agents to file financing statements necessary to protect Xerox's rights in Equipment and/or Third Party Hardware. 24. SERVICES AND THIRD PARTY PRODUCT WARRANTY/WARRANTY LIMITATIONS,AND WARRANTY DISCLAIMER/WAIVER. a. SERVICES WARRANTY. Xerox represents and warrants to Customer that the Services will be performed in a skillful and workmanlike manner; provided however, in no event will Xerox be responsible for any failure to perform Services if the failure is 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 provide Xerox access to Customer's personnel and systems or to transfer to Xerox sufficient rights to use, access and/or modify Customer Assets constituting hardware and software, including software owned or licensed by Customer, and/or Customer Content as necessary for the provision of Services. b.WARRANTY DISCLAIMER AND WAIVER FOR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THEREFOR AND XEROX DISCLAIMS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. c. 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, SUCH SERVICE LEVELS CANNOT BE BROUGHT INTO SUBSTANTIAL CONFORMANCE WITH THOSE IN THE SOW AND SUCH NON-CONFORMANCE IS A RESULT OF XEROX'S USE OF SUCH THIRD PARTY PRODUCTS, CUSTOMER'S EXCLUSIVE REMEDY.FOR THE FOREGOING WARRANTY IS TO RECEIVE A REFUND OF ANY FEES PAID FOR THE NON-CONFORMING THIRD PARTY PRODUCTS UPON THE RETURN THEREOF TO XEROX. XEROX DISCLAIMS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AS WELL AS FOR MAINTENANCE THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS ANY OTHER WARRANTY PERTAINING OR RELATING TO DESIGN, PERFORMANCE, FUNCTIONALITY, OR COMPATIBILITY THEREOF WITH CUSTOMER'S SYSTEMS. XEROX WILL PASS THROUGH TO CUSTOMER ANY WARRANTIES PROVIDED TO IT BY THE MANUFACTURER OR LICENSOR OF THIRD PARTY PRODUCTS TO THE EXTENT PERMISSIBLE. XEROX DISCLAIMS, AND CUSTOMER WAIVES, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, FOR THIRD PARTY PRODUCTS NOT SELECTED SOLELY BY XEROX. d.THE WARRANTIES AND GUARANTEES SET FORTH IN THIS SECTION OF THE SSA ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES AND DELIVERABLES FOR THEIR INTENDED PURPOSE IN THE SYSTEMS ENVIRONMENT FOR WHICH THEY WERE ORIGINALLY DESIGNED AND SHALL NOT APPLY TO SERVICES OR DELIVERABLES WHICH HAVE BEEN SUBJECT TO MISUSE, ACCIDENT, ALTERATION OR MODIFICATION BY CUSTOMER OR ANY THIRD PARTY (EXCEPT AS SPECIFICALLY AUTHORIZED IN WRITING BY XEROX.) 25. SOFTWARE TERMS. a. SOFTWARE LICENSE. The following terms apply to copyrighted Software and the accompanying documentation, including, but not limited to, operating system Software, provided with or within the Equipment acquired hereunder("Base Software")as well as Software specifically set out as"Application Software". This license does not apply to any Diagnostic Software, any software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement including, but not limited to, any operating system software for Third Party Hardware. Xerox grants you a non-exclusive, non-transferable license to use the Base Software within the United States, its territories, and possessions (the "United States") only on or with the Equipment with which (or within which) it was delivered. For Application Software,Xerox grants you a non-exclusive, non-transferable license to use this software within the United States on any single unit of Equipment for as long as you are current in the payment of any indicated software license fees (including any Annual Renewal Fees). You have no other rights to the Base or Application Software and, in particular, may not: (1)distribute, copy, modify, create derivatives of,decompile, or reverse engineer this software; (2)activate any software delivered with or within the Equipment in an unactivated state; or, (3)allow others to engage in same. Title to Base and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors(who shall be considered third-party beneficiaries of the SSA's software and limitation of liability provisions). Base and Application Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Equipment. Such disabling code may be activated if: (a) Xerox is denied reasonable access to the Base or Application Software to periodically reset such code; (b) you have defaulted hereunder; or, (c)such license is terminated or expires. Xerox may terminate your Base Software license(1)immediately if you no longer use or possess the Equipment, or(2) upon termination of any amendment, order or separate agreement under which you acquired the Equipment. If you transfer possession of the Equipment after you obtain title to it, Xerox will Form 52639(February,2011) XEROX CONFIDENTIAL Page 4 of 6 offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox's then-applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox's rights. Xerox warrants that the Base and Application Software will perform in material conformity with its user documentation for ninety (90) days from the date it is delivered or, for software installed by Xerox, the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Software will be free from errors or its operation will be uninterrupted. b.SOFTWARE SUPPORT. During the period that Xerox (or a designated servicer) provides Maintenance Services for the Equipment but in no event longer than five(5)years after Xerox stops taking orders from customers for their acquisition of the subject model of Equipment,Xerox(or a designated servicer) will also provide software support for the Base Software under the following terms. For Application Software licensed pursuant to the SSA, Xerox will provide software support under the following terms provided you are current in the payment of all Initial License and Annual Renewal Fees(or, for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual"Support Only" Fees). For support: (i)Xerox will assure that Base and Application Software performs in material conformity with its user documentation and will maintain a toll-free hotline during standard business hours to answer related questions; (ii)Xerox may make available new releases of the Base or Application Software that primarily incorporate coding error fixes and are designated as "Maintenance Releases". Maintenance Releases are provided at no charge and must be implemented within six(6) months after being made available to you. Each new Maintenance Release shall be considered Base or Application Software governed by these Software Terms. New releases of the Base or Application Software that are not Maintenance Releases, if any, may be subject to additional license fees at Xerox's then-current pricing and shall be considered Base or Application Software governed by these Software Terms(unless otherwise noted). Xerox will not be in breach of its software support obligations hereunder if, in order to implement, in whole or in part, a new release of Base or Application Software provided or made available by Xerox, you must procure, at your expense, additional hardware and/or software from Xerox or any other entity. You agree to return or destroy all prior releases; (iii) Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided you report problems in the manner specified by Xerox; (iv) Xerox shall not be obligated (1) to support any Base or Application Software that is two or more releases older than Xerox's most current release or (2) to remedy coding errors if you have modified said Software; and, (v)for Application Software, Xerox may annually increase the Annual Renewal and Support-Only Fees. State and Local Government adjustments shall occur at the commencement of their annual contract cycles. c. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively "Diagnostic Software")is embedded in, resides on, or may be loaded onto the Equipment. Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors. You agree that(1)your acquisition of the Equipment does not grant you a license or right to use Diagnostic Software in any manner, and (2)that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose Diagnostic Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of the SSA or a unit of Equipment hereunder) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of Diagnostic Software, provided that such access to your facility will be during your normal business hours. d.THIRD PARTY SOFTWARE. Third Party Software is subject to license and support terms provided by the vendor therefor. 26. 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. 27. 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 your responsibility. Upon request,Xerox will provide additional information to you regarding the security features available for particular Equipment models. 28. MISCELLANEOUS. This SSA, its Orders, SOWs, attachments, exhibits and amendments constitute the entire agreement as to its subject matter, supersedes all prior and contemporaneous oral and written agreements, and shall be construed under the laws of the State of New York (without regard to conflict-of-law principles). You authorize Xerox or its agents to communicate with you by any electronic means(including cellular phone, email, automatic dialing and recorded messages) using any phone number (including cellular) or electronic address that you provide to Xerox. You agree to the jurisdiction and venue of the federal and state courts in Monroe County, New York. In any action to enforce this SSA or any Order hereunder, the parties agree to waive their right to a jury trial. If a court finds any term of this SSA or any Order hereunder to be unenforceable, the remaining terms of this SSA and any Order hereunder shall remain in effect. Xerox may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this SSA or any Order, which shall be considered an equivalent to the original. Except for documentation for Equipment replaced by Xerox for reasons other than trade-in, all changes to this SSA or any Order or amendment hereunder must be made in a writing signed by both parties. Customer represents that, as of the date of this SSA, it has the lawful power and authority to enter into this SSA,the person signing this SSA or any Order on its behalf is duly authorized to do so and, by entering this SSA, it will not violate any law or other agreement to which it is a party. Xerox may accept any Order under this SSA either by its signature or by commencing performance (e.g., Equipment delivery, initiating Maintenance Services, commencement of Services, etc.). Customer is not aware of anything that will have a material negative effect on its ability to satisfy Customer's payment obligations under this SSA and all financial information Customer has provided, or will provide, to Xerox is true and accurate and provides a good representation of Customer's financial condition. Each party agrees that it will promptly notify the other party in writing of a change in ownership, or if it relocates its principal place of business or changes the name of its business. The following four sentences control over every other part of this SSA and its attachments, exhibits and amendments. You and Xerox both intend to comply with applicable laws. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part of this SSA or any amendment that would, but for this Section, be read under any circumstances to allow for a charge higher than that allowed under any applicable legal limit, is limited and modified by this Section to limit the amounts chargeable under this SSA or any amendment to the maximum amount allowed under the legal limit. If in any circumstances, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts owed hereunder or refunded to you. Form 52639(February,2011) XEROX CONFIDENTIAL Page 5 of 6 XEROX CORPORATION ignature Signature Barbara Kirkmeyer r d Name(please print) Name Chair �� .pikc C.)wnJ Title Title v 1150 0 .St:reet:, Greeley, CO 80631 9-((c� T� �r,� �Q ' , ''kcA,{‘3 Address Address Date Date Form 52639(February,2011) XEROX CONFIDENTIAL Page 6 of 6 A0i/-a io/ Xerox Print Services Addendum xerox fi) THIS XEROX PRINT SERVICES ADDENDUM ('XPS Addendum') amends Services Contract No. 7105713-001 ('XPS Services Contract")under Services and Solutions Agreement No. 7105713("SSA")between Weld,County of(*Customer)and Xerox Corporation ("Xerox') to add the non-Xerox branded printers Identified in Appendix A of this XPS Addendum ("Non-Xerox Devices') to the XPS Services Contract. 1. REPAIR SERVICES. A Xerox designated servicer will keep the Non-Xerox Devices in good working order in accordance with the manufacturer's published specifications ("Repair Services'). Repair Services will be provided at Customer's location, Monday through Friday (excluding New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day) from 8:00 a.m, to 5:00 p.m. local time. Repair Services exclude repairs due to: (a) misuse, neglect or abuse; (b) failure of the Customer PC to comply with the manufacturer's published specifications;(c)use of options,accessories or products not serviced by Xerox; (d)alterations, relocation, service or supplies not provided by Xerox;or(e)failure to perform any Customer Responsibilities. Replacement parts may be new,reprocessed or recovered and all replaced parts become Xerox's property. 2. SUPPLIES. For the Non-Xerox Devices shown in Appendix A,Xerox will provide toner cartridges for expected usage based on the manufacturer's rated cartridge yield ("Metered Toner"). Customer will use Metered Toner only with the Non-Xerox Devices identified in Appendix A. If Customer's actual usage of Metered Toner exceeds the expected usage ("Excess Usage"), Xerox will notify Customer of such Excess Usage at the time of order and, if Customer chooses to order the toner cartridge, it will be considered a billable item ('Billable Toner). Customer may also purchase from Xerox other supplies and customer replaceable units, such as paper, staples, maintenance kits and drums. Metered Toner is Xerox's property until used by Customer, and upon request, Customer will provide an inventory of Metered Toner in its possession. Upon expiration or termination of this XPS Addendum, Customer will, at Xerox's expense, retum any unused Metered Toner to Xerox or dispose of It as directed in writing by Xerox. Metered Toner and Billable Toner may be new, remanufactured or reprocessed. 3. XPS SERVICES. In addition to the Repair Services and Supplies, Xerox will perform the Xerox Print Services ('XPS Services") described in the Xerox Print Services Statement of Work attached to this XPS Addendum as Appendix B("SOW"). 4. CUSTOMER RESPONSIBILITIES. Customer will perform the Customer responsibilities ('Customer Responsibilities") identified in the SOW. 5. PRICING. The pricing for the Repair Services, Supplies, and XPS Services for Non-Xerox Devices is shown in Appendix A. Xerox may adjust pricing: (a)annually or(b)if the Device Count or the Monthly Print Volume for Non-Xerox Devices changes by more than the Allowed Device Count/Monthly Print Volume Variability shown in Appendix A. 6. PILOT PHASE. The Appendix A non-Xerox device pricing is based on the current 153 Customer devices listed on Appendix A. Xerox has agreed to implement the Xerox Print Services offering in a phased approach beginning with a Pilot launch for the Department of Health Services with 5 non-Xerox devices and 11 new Xerox MFD's. The Appendix A pricing is available during the Pilot Phase and the follow-on implementation/conversion of the balance of the Appendix A devices. The continuation/availability of the Appendix A pricing Is contingent upon conversion of 90% of the 153 Appendix A devices being converted to the Xerox Print Services Program by December 31, 2011. In the event this does not occur Xerox reserves the right to re-price the Appendix A devices based on the non-Xerox devices in-scope at that time. 7. TERMINATION. Either party may terminate this XPS Addendum,without penalty,upon not less than 90 days written notice. 8. INVOICE TIMING. The Base Charge per Non-Xerox Device is billed monthly in advance. The Base Charge per Non-Xerox Device will be billed beginning the first month following the start date of the Term of the XPS Services Contract and through the end of the month in which the termination effective date occurs. If a Non-Xerox Device is added to the XPS Services Contract during a month, billing of the Base Charge per Non- Xerox Device will start with the next monthly invoice. The Base Charge per Non-Xerox Device will not be billed for the Install month. If a Non-Xerox Device is removed during a month,the Base Charge per Non-Xerox Device will be billed for the removal month. The Charge per Impression will be billed monthly in arrears. Customer will be invoiced for the Charge per Impression for each Non-Xerox Device beginning the first month following the start date of the Term of the XPS Services Contract and through the end of the month in which the termination effective date occurs. If a Non-Xerox Device is added during the course of a month,the Charge per Impression will be charged for the install month. 9. REMOTE SERVICES. Certain Non-Xerox Devices are supported and serviced using data that is automatically collected by Xerox from the Non-Xerox Device via electronic transmission to a secure off-site location. Examples of automatically transmitted data include product registration, meter read, supply level, Non-Xerox Device configuration and settings, software version, and problem/fault code data. All such data will be transmitted in a secure manner spedfled by Xerox. The automatic date transmission capability will not allow Xerox to read,view,or download any Customer data,documents,or other information residing on or passing through the Non-Xerox Device or Customer's Information management systems. 10. MISCELLANEOUS. The terms and conditions in this XPS Addendum are applicable only to the Non-Xerox Devices covered under this XPS Addendum and are in no way applicable to any other Products under the XPS Services Contract or any other Services Contract under the SSA. Capitalized terms that are not defined in this XPS Addendum have the meaning assigned to them in the Form R 52643(February,2011) XEROX CONFIDENTIAL Pont Services Addendum Page 1 oI 1 SSA or the XPS Services Contract. Except as set forth above,the XPS Services Contract will continue in full force and effect. In the event of a conflict between the terms of the XPS Services Contract and this XPS Addendum,this XPS Addendum will control. All information disclosed by Xerox concerning or related to the XPS Services, the XPS Services Contract, or this XPS Addendum is Xerox Confidential Information. Customer(a) will use said information only for purposes of exercising its rights and performing its obligations under the XPS Services Contract and this XPS Addendum, (b) will grant access to said information only to Customer's employees who have a need to know such information, and (c) will not disclose said information to any third party without the prior written consent of Xerox. IN WITNESS WHEREOF,duly authorized representatives of Customer and Xerox have executed this XPS Addendum. Weld Wally XEROX CORPORATION eY '` By: \ter-y f\. 'ic"IK h Nebo: Barbara Kiraey_e_r___. Name: \B 1 - Title: Chair Title: '"mil"-t QOS kVsci Date: Date: Z Form Pont Santos Addendum (06/2011) Pa9e2d2 &O//-c2/ / I §}- f O ° . I C \. / X I\K O - \ J ` $! ) . - ; ± ° \! ” kI ? I m |. ! ! , — J k , | 0 _i k i 1 i k b § - d fS k w § § \ 7 ! mo = © O ; 41 i ...t I - } ! • $ M 2 , II I \ 4,5 _ i \ \ : i \ \ � / ( r 41 \ § � , y � II a It $ \ I \ ` § I §!! } t $ 1 { \ \ ( |i` J I ■ CD ' � ` !§ \ I 1 ■ ow A ?/ 'go X ^O W X I I OI C a I M C X X X X X i i o o S _a` u Z 2 2 Z 2 Z n oa ___ , � a a si a a a a a a a a a a CI a a 3 3 3i 2 z z 3 3 3 3 3 3 a a. " o o o o o '� a 0 a lc. o 0 a a •c N N N .- N S 0R tr cG n I I to 1 lu 5i dAAILi n r a F litII' ' WIlD I in � `� is 8 X AO W X C w .6 i a 's 'a5 I o I x . o o v io a` u 2 z z z 3 I L a 111211 M1 tin, Ih IJIJI 1 En P: o_ g i 8 8 EL U E a_ a E 3 a 3 3 ___ ' dr 0 0 0 0 E I I g gg es i-. W3 a a- 3 x u 6. Li F a< as x x }1 E E Zi k 4 A t = a . a , X 0 CD X 4 n F 7 C 0 a 0 U X 8 gs ill ii , I 111 I 21512111e: "I lailimilil Jill if 0llegi sil111 l' 111114 i : I b 111111 ittii;I 11 1 I' P i P fill A a 3 Alo Xerox Print Services xerox j) Listing Date: 6/6/2011 Customer: County of Weld Services Contract Number: 7105713-001 Monthly Pricing Information: $7.00 $0.013 $0.120 The Appendix A non-Xerox device pricing is based on the current 152 Customer devices listed below. Xerox has agreed to implement the Xerox Print Services offering in a phased approach beginning with a Pilot launch for the Department of Health Services with the 5 non-Xerox devices highlighted below and 11 new Xerox MFD's. The Appendix A pricing is available during the Pilot Phase and the follow-on implementation / conversion of the balance of the Appendix A devices. The continuation / availability of the Appendix A pricing is contingent upon conversion of 90% of the 152 Appendix A devices being converted to the Xerox Print Services Program by December 31, 2011. In the event this does not occur Xerox reserves the right to re- Non-Xerox Device Count and Average Monthly Print Volume Device Count 134 18 Monthly Print Volume 165,000 6,500 Allowed Device Count / Monthly 10% 10% Print Volume Variability Non-Xerox Device Listing for Pilot: LaserJet P4015 CNDY817792 10.104.39.74 Black & White LaserJet P4015 CNDY902452 10.104.39.64 Black & White LaserJet P4015 JPDF221951 10.104.39.90 Black & White LaserJet 4250 CNRXL62349 10.104.39.91 Black & White LaserJet P4015 2762 CNDY419520 10.104.39.98 Black & White Non-Xerox Device Listing: 1320c 930214957 10.104.39.89 Color 1320c 930243057 10.104.69.77 Color 1320c 930232419 10.104.69.78 Color 1320c 930368542 10.104.39.99 Color 1320c 930234051 10.104.89.68 Color 1320c 930234205 10.108.19.75 Color 1320c 930222663 10.104.39.96 Color Page 1 /6 1720dn 622VNPW-70-13 10.104.69.76 Black & White 1720dn 622P27X-70-13 10.105.39.208 Black & White 1720dn 621N32W-70-13 10.105.39.212 Black & White 1720dn 6227P45-70-13 10.105.39.213 Black & White 1720dn 6214LFV-70-13 10.105.39.218 Black & White 1720dn 621M3B4-70-13 10.105.89.72 Black & White 1720dn 622XVW1-70-13 10.105.39.66 Black & White 1720dn 6228THW-70-13 10.105.39.211 Black & White 1720dn 621M2CC-70-13 10.105.39.71 Black & White 1720dn 621GV1H-70-13 10.105.69.68 Black & White 1720dn 6227N2V-70-13 10.104.39.95 Black & White 1720dn 620WVFR-70-13 10.104.79.66 Black & White 1720dn 621M3F7-70-13 10.105.49.64 Black & White 3110cn 926982793 10.104.29.67 Color 5110cn 926887354 10.101.99.64 Color 5310n 79130x0-54-13 10.104.69.67 Black & White 5310n 79243K0-54-13 10.104.69.71 Black & White 5310n 791N3XX-54-13 10.104.69.79 Black & White 5310n 7913X0X-54-13 10.103.19.66 Black & White 5310n 7913GK2-54-13 10.104.89.64 Black & White 5310n 792WM0V-54-13 10.108.29.70 Black & White 5310n 791T921-54-13 10.105.69.66 Black & White + 5310n 7913FND-54-13 10.104.39.78 Black & White 5310n 7913WWT-54-13 10.104.69.68 Black & White 5310n 791T92G-54-13 10.105.69.67 Black & White 5310n 791V84V-54-13 10.105.59.64 Black & White 5330dn 95TZDG1 10.104.39.94 Black & White 5330dn 8Y1ZDG1 10.105.89.71 Black & White Color Laser 3110cn 927042496 10.102.19.73 Color Color LaserJet 2600n CNGC66V1R1 10.104.39.83 Color Color LaserJet 3600 CNWHH18141 10.103.19.72 Color Color LaserJet 3600 CNWBD47574 10.108.19.78 Color Page 2/6 Color LaserJet 4700 JP8RB83895 10.103.19.73 Color Color LaserJet 4700 JP8RB57576 10.103.39.92 Color Color LaserJet CP1518ni CNB0505144 10.108.29.66 Color Color LaserJet CP1518ni CNCC92T05S 10.104.19.79 Color Color LaserJet CP1518ni CNB0101584 10.104.39.84 Color LaserJet 1200 CNDX054470 10.101.49.70 Black & White LaserJet 1200 CNDX054506 10.104.69.205 Black & White LaserJet 1300n CNBB099088 10.104.39.87 Black & White LaserJet 1300n CNCB101382 10.104.69.85 Black & White LaserJet 1320 CNHC63F0ZF 10.104.69.82 Black & White LaserJet 1320 CNFC54W06J 10.105.39.67 Black & White LaserJet 1320 CNFC5321RY 10.105.39.68 Black & White LaserJet 1320 CNDC524237 10.104.29.68 Black & White LaserJet 1320 CNHC63F109 10.104.69.83 Black & White LaserJet 1320 CNHC5C80N6 10.104.59.73 Black & White LaserJet 1320 CNHC63F101 10.108.29.68 Black & White LaserJet 2300 CNBGH35956 10.103.29.86 Black & White LaserJet 2430 CNGKJ66839 10.103.39.69 Black & White LaserJet 2430 CNGKK67211 10.103.39.74 Black & White LaserJet 2430 CNGKK73024 10.108.29.64 Black & White LaserJet 4100 USGNJ05421 10.101.29.90 Black & White LaserJet 4100 USJNF05237 10.103.29.75 Black & White LaserJet 4250 CNRXS53412 10.101.39.68 Black & White LaserJet 4250 CNRXH81611 10.104.69.81 Black & White LaserJet 4250 CNRXH83266 10.105.39.200 Black & White LaserJet 4250 CNRXX26346 10.105.39.201 Black & White LaserJet 4250 CNRXH82729 10.105.39.202 Black & White LaserJet 4250 CNRXH83258 10.105.39.203 Black & White LaserJet 4250 CNRXX26350 10.105.39.205 Black & White LaserJet 4250 CNRXH84858 10.105.39.206 Black & White LaserJet 4250 CNRXX26313 10.105.39.204 Black & White LaserJet 4250 CNRXR63966 10.105.39.207 Black & White Page 3/6 LaserJet 4250 CNRXX26175 10.102.39.64 Black & White LaserJet 4250 CNRXT13978 10.104.39.97 Black & White LaserJet 4300 CNGY309265 10.103.39.70 Black & White LaserJet 4350 CNGXH08890 10.104.19.78 Black & White LaserJet 9040 JPRC91H030 10.104.79.68 Black & White LaserJet P2035n CNB9X47689 10.101.49.71 Black & White LaserJet P2035n CNB9X47686 10.104.19.77 Black & White LaserJet P2055dn CNB9N61468 10.104.69.70 Black & White LaserJet P2055dn CNB1725718 10.104.69.80 Black & White LaserJet P2055dn CNB1717205 10.104.69.86 Black & White LaserJet P2055dn CNB1717211 10.104.69.87 Black & White LaserJet P2055dn CNB1717203 10.104.69.88 Black & White LaserJet P2055dn CNB1815722 10.105.39.209 Black & White LaserJet P2055dn CNB1731914 10.105.39.210 Black & White LaserJet P2055dn CNB9N98954 10.105.39.69 Black & White LaserJet P2055dn CNB9M26396 10.104.39.77 Black & White LaserJet P2055dn CNB9049584 10.104.49.64 Black & White LaserJet P2055dn CNB9963397 10.105.39.215 Black & White LaserJet P2055dn CNB1815733 10.105.39.72 Black & White LaserJet P2055dn CNB1731912 10.104.39.70 Black & White LaserJet P3005 CNG1P04718 10.102.19.64 Black & White LaserJet P3005 CNG1P04721 10.104.59.65 Black & White LaserJet P4015 CNDY828529 10.103.19.79 Black & White LaserJet P4015 CNDY105957 10.101.29.76 Black & White LaserJet P4015 CNDY105986 10.101.29.77 Black & White LaserJet P4015 CNDY904248 10.101.29.92 Black & White LaserJet P4015 CNDY904245 10.101.39.66 Black & White LaserJet P4015 JPDF219461 10.101.39.78 Black & White LaserJet P4015 CNDY252334 10.101.49.67 Black & White LaserJet P4015 CNDY827204 10.104.69.66 Black & White LaserJet P4015 JPDF221727 10.104.69.75 Black & White LaserJet P4015 CNDY902600 10.104.69.84 Black & White Page 4/6 LaserJet P4015 CNDY231959 10.101.69.64 Black & White LaserJet P4015 CNDY828522 10.103.19.69 Black & White LaserJet P4015 CNDY423814 10.103.19.74 Black & White LaserJet P4015 CNDY828537 10.103.19.78 Black & White LaserJet P4015 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P4515 JPDF221723 10.104.39.86 Black & White LaserJet P4515 CNDY317548 10.103.29.82 Black & White Page 6/6 -mag xerox p1 Xerox Print Services Statement of Work Appendix B August t2� + ' . \ \ < . « ± «»> �� .a«� a . . _ . . „e. �« 2 \ . : « ,P./\ ? xerox �1 Xerox Proprietary and Confidential Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) Table of Contents 1.0 Executive Summary 1 2.0 Definitions 2 3.0 Startup and Implementation 4 4.0 Device Management Services 7 5.0 Asset Management Database Services 8 6.0 Break-Fix Services 9 7.0 Supplies Management Services 12 8.0 Xerox Help Desk Services 14 9.0 Move, Add, Change and Dispose (MACD) Process 15 10.0 Meter Read Collection 19 11.0 Reporting and Client Communications 19 Exhibit A XPS Services Provided Summary 20 Exhibit B XPS Invoicing 21 Xerox Proprietary and Confidential Form#52550(3/2011) Xerox Print Services Statement of Work xerox This SOW is governed by the terms and conditions of Business Agreement# 7105713-001 and the XPS Addendum thereto. Xerox Proprietary and Confidential Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) 1.0 Executive Summary The Xerox Print Service (XPS) solution is implemented to manage the Client's document output environment as more fully described in this Statement of Work. Xerox will perform at the Client Sites the following Xerox Print Services for all Devices. Device Management Services—Xerox Tools are installed on Client's network and hosted remotely to automatically monitor networked devices. The Xerox Tools enable proactive service delivery and remote problem resolution, automated meter collection, new device discovery, and device data collection for utilization reporting and analysis for all network connected Devices. Device Management Services are more fully described in Section 4.0 of this SOW. Asset Management Database Services—Xerox will create and maintain a centralized Asset Management Database to track utilization, physical location, adds, removals, and Break-Fix Service and Supplies activities for all Devices. The Asset Management Database enables Xerox to monitor the Device population to enable availability, service and supplies delivery, asset activity and utilization reporting to the Client. Asset Management Database Services are more fully described in Section 5.0 of this SOW. Break-Fix Services - Break-Fix Services include normal repair, maintenance and replacement of parts to maintain Devices in good working condition. Break-Fix Services will include dispatch of a Xerox or Xerox-designated service provider, and tracking of service calls through call resolution. Break-Fix Services are more fully described in Section 6.0 of this SOW. Supplies Management Services -Xerox will provide a Xerox initiated Supplies replenishment process or a Client request process for ordering of Supplies. Supplies Management Services are more fully described in Section 7.0 of this SOW. Xerox Help Desk Services -Xerox Help Desk Services provide Client with a convenient resource to receive, dispatch, track, escalate, process and close commonly requested services for Devices. Using Xerox Tools, the Xerox Help Desk is able to remotely and proactively resolve many common Xerox Device service issues. Help Desk requests may also include questions about Xerox Device operation, relocation and asset acquisition. Xerox Help Desk Services are more fully described in Section 8.0 and Exhibit A of this SOW. Move.Add, Change and Dispose(MACD)Tracking Services -Xerox will centrally manage the MACD tracking process for Devices. Devices will be tagged and entered or removed from the Asset Management Database as they are configured, deployed, or disposed. MACD Tracking Services are more fully described in Section 9.0 of this SOW Xerox Proprietary and Confidential l Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) 2.0 Definitions Capitalized terms not defined in this Statement of Work shall have the meaning assigned to them in the XPS Services Contract. Asset Management Database (AMD): A database hosted and maintained by Xerox to record and provide reporting on Device activities such as Impression Volume, meter reads, Supplies usage, Device configuration and settings, software version and Break-Fix Service history. Break-Fix Services: For a Xerox Device, Break-Fix Services are the services described in the Maintenance Services section of the Business Agreement. For a Non-Xerox Device, Break-Fix Services are the services described in the Repair Services section of the XPS Addendum. Business Agreement: The contract terms and conditions between Client and Xerox including any Orders, amendments or addenda thereto, which sets forth the terms and conditions governing this SOW. Client Asset Manager(CAM): CAM is defined in Section 3.0 of this SOW. Commencement Date of Services: The date that Xerox starts to deliver all Xerox Print Services as defined in this SOW. For this SOW, XPS is normally implemented with a minimum start date of 30 calendar days from Xerox's acceptance of the XPS Services Contract. If an earlier start date is required, it must be reviewed and mutually agreed upon based on resource availability and scale of implementation. Xerox devices may be installed prior to Commencement Date of Services. Regardless of the Commencement Date of Services for XPS, Break-fix Service and Supplies are provided for Xerox Devices as of the installation date per the terms of the Order under which they were acquired. Customer Asset Coordinator(CAC): CAC is defined in Section 3.0 of this SOW. Customer IT Contact(CITC): CITC is defined in Section 3.0 of this SOW. Customer Replaceable Units (CRUs): Items that the Client can install without service assistance. CRUs commonly include items such as toner, drums, developer, ink cartridges, waste bottles, cleaning kits. Client Site: For a Device identified on the Pre-Installation Checklist, the Client Site is the Client location identified on the Pre-Installation Checklist. For a Device added after the Commencement Date of Services, the Client Site is the Client location at the time such Device is documented by the MACD Process. Device(s): The Xerox Devices and Non-Xerox Devices included as in-scope under XPS as entitled in the Asset Management Database. End User: Individual at a Client Site using a Device or receiving XPS. Impression: The production of an image by any Device on one side of one sheet of media. Impression Volume: The total number of Impressions produced under the timeframe specified in this SOW. Double-sided Impressions shall be counted as two Impressions. Xerox Proprietary and Confidential 2 Form#52550(3/2011) Xerox Print Services Statement of Work xerox 1 Move, Add, Change and Dispose(MACD Process): The processes used by Xerox to track Devices and to add and remove Devices from the XPS Services Contract. Non-Xerox Device: A non-Xerox branded printer, fax or multifunction device identified in the XPS Addendum, or added to the XPS Services Contract under Section 9.2 of this SOW. A Non-Xerox Device may be Client owned or leased from a supplier other than Xerox. OEM: Original Equipment Manufacturer. Supplies: For a Xerox Device, Supplies are the items described in the Consumable Supplies section of the Business Agreement. For a Non-Xerox Device, Supplies are the items described in the Supplies section of the XPS Addendum. Xerox Device: A Xerox branded printer, fax or multifunction device identified in the XPS Services Contract or added to the XPS Services Contract under Section 9.2 of this SOW. Xerox Tools: Proprietary application tools used by Xerox to provide XPS, and any modifications, enhancements, improvements and derivative works thereof. XPS Addendum: The Xerox Print Services Addendum to the XPS Services Contract between Client and Xerox. XPS Services Contract: Collectively the Business Agreement and the XPS Addendum (if applicable). Xerox Proprietary and Confidential 3 Form#52550(3/2011) Xerox Print Services Statement of Work xerox 3.0 Startup and Implementation Implementation Resources and Responsibilities The quality of implementation and delivery of XPS is dependent on effective Xerox and Client collaboration and communication. Responsibilities are detailed here in order to enable effectiveness. Some activities require joint responsibility. Xerox and Client will mutually agree on the XPS implementation plan and schedule and the Commencement Date of Services. To the extent that Xerox is prevented from meeting the implementation schedule due to the acts or omissions of Client or its agents, including Client's failure to provide reasonable access to Client Sites and to Devices, Xerox shall not be liable for failure to meet the implementation schedule and the Commencement Date of Services shall be extended accordingly. Client will provide a Customer Asset Coordinator(CAC) as its primary contact to Xerox during XPS implementation and ongoing delivery. The CAC will act as the main point of contact for coordination of Client resources if required, issue escalation, and disposition of MACD assets throughout the implementation process. The CAC is authorized to process and approve MACD transactions with Xerox which will modify the Client's billing as Devices are added or removed from the contract. Billing is modified per the pricing indicated in the associated order document or XPS Addendum, as applicable, (for a Device Add or Dispose) or per a quoted price(for a Move or Change—if applicable). The CAC is also authorized to order billable supplies or services as required. For each Device, the CAC will provide the name and contact information for authorized representatives who are designated as authorized Supplies contacts for Client that are empowered to order billable Supplies or services. It is recommended that the Client authorize and designate the Supplies Contacts and /or the Site Contacts identified in the Pre-installation Checklist to order billable items. The Client-provided authorized representatives will be entered into the Asset Management Database to prevent unauthorized ordering of billable items. Client will provide a Customer IT Contact(CITC) as its primary contact to Xerox to facilitate IT related activities and processes. This includes facilitating Xerox implementation of Xerox Tools and networking Devices. The CAC and the CITC name, phone number, and email are identified in the XPS Pre-Installation Checklist and may be changed by Client at any time by written notice to Xerox. Xerox will assign a Client Asset Manager(CAM) as the primary operational resource who will be managing the ongoing delivery of XPS. The CAM will be the primary XPS operational contact for the CAC and the CITC. The CAM is responsible for monitoring Client assets, administering the MACD process as described in Section 9.0, provision of reporting, and operational issue resolution. The CAM does not directly interact with Client End Users. End User interactions are facilitated through the Xerox Help Desk. Xerox will not be liable for schedule delays in the XPS implementation and delivery if Client does not perform or facilitate completion of its designated responsibilities, or fails to provide reasonable access to Devices, Client Sites or required systems, End Users or information. Accuracy of data in the Asset Management Database is critical to the delivery of XPS. Client will assist in this effort by communicating changes to the Devices as they occur. Xerox is not liable for delays or performance issues resulting from inaccurate or inadequate information provided by the Client. Xerox Proprietary and Confidential 4 Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) Device Eligibility Process Xerox has the sole discretion to determine the eligibility of devices for inclusion as in-scope under XPS. Eligibility analysis is required to ensure that each Device is serviceable and that monitoring and meter reading can be performed automatically. Device eligibility is performed during an initial device assessment and whenever a device is requested to be"Added"to XPS during the term of the XPS Services Contract. At startup, Xerox will document the initial Device list. Device eligibility is dependent on factors such as: • Ability to publish meter data to the Xerox Tools. • Serviceability, parts availability, Supplies availability, and device obsolescence status. • Manufacturer, model age and lifetime Impression Volume relative to OEM specification. XPS is provided for networked Devices at the Client Sites. Networked Devices must be accessible over the network by the Xerox Tools. Xerox is not responsible for support or services for local desktop printers or Devices that are undetectable via the Xerox Tools. The population of Devices is expected to change over time as Devices are added and removed from XPS. The Device listing is maintained in the Xerox hosted Asset Management Database and is provided monthly to Client as the Asset Detail report during the term of the XPS Services Contract. Startup and Implementation Responsibilities The table below describes activities and associated Xerox and Client responsibilities. Implementation Plan & Schedule 3.01 Identify and document the CAC, Customer Site Contacts, and Client Customer Supplies Contacts in the Pre-Installation Checklist. Mgmt 3.02 Identify and document the CITC in the Pre-Installation Client Checklist. Mgmt 3.03 Implementation plan and schedule documented with expected Xerox CAC Commencement Date of Services. (primary) 3.04 Provide a Xerox operational contact for escalation of services Xerox issues. Device Networking 3.05 Network all Devices. Client is responsible for enabling simple CITC network management protocol on all Devices. Xerox Proprietary and Confidential 5 Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) Asset Inventory, Data Collection, and Database Creation 3.06 Perform an inventory of all Devices at contract startup. Xerox CAC Validate that the Device list is accurate at the (primary) Commencement Date of Services for XPS. 3.07 Provide a contact name, phone number and email address for CAC each Client Site. 3.08 Collect and provide location and other information on Devices CAC for inventory purposes to be loaded into the AMD. This may include detailed asset location, asset contact name, phone number and email, physical address, etc. 3.09 Create the AMD and load with relevant data. Xerox Asset Tagging 3.10 Develop and print asset tags. Asset tags are used to identify Xerox Devices. Asset tags contain an asset number and toll free Xerox Help Desk number for End Users. 3.11 A walk-through of Client Sites is facilitated by the CAC. CAC 3.12 Physically apply asset tags to Devices during a walk-through Xerox of the Client Sites. Asset tags are affixed to the Device to be visible to End Users. Xerox will make best efforts to physically apply asset tags to Devices at startup. If this is not feasible, the CAC may be required to facilitate asset tagging. Xerox Help Desk Enablement and Client Communications 3.13 Establish a toll free Xerox Help Desk phone number for Client Xerox End Users. Toll free number is printed on asset tags placed on the Devices. 3.14 Provide the XPS Service and Support Process to the CAC. Xerox This contains information for End Users accessing XPS. 3.15 Communicate the new toll free Xerox Help Desk number and CAC the XPS Services and Support Process to End Users at the Commencement Date of Services for XPS. 3.16 Communicate the XPS Commencement Date of Services to CAC End Users. Xerox is not liable for service performance for Xerox Help Desk calls received prior to the Commencement Date of Services. Xerox Proprietary and Confidential 6 Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) 4.0 Device Management Services Xerox Tools installed on Client's network and hosted remotely by Xerox, will automatically monitor networked Devices, collecting and uploading Device data to the Xerox hosted Asset Management Database(AMD). Collected data, such as usage meters, will enable device utilization reporting. Xerox Tools enable Xerox to provide proactive Break-Fix Service delivery for select networked Xerox Devices. This includes dispatching a service technician or remotely correcting faults and out-of-service conditions, often before the End User is aware of them. Proactive alerts also enable proactive Supplies replenishment for select networked Devices. Proactive and remote problem resolution increases the uptime and availability of networked Devices to End Users. Client is required to network and maintain functional networking of Devices by the Commencement Date of Services. All network capable Devices must be networked to be included in the service provided. Failure to network Xerox branded multi-function Devices may result in delayed billing of metered impression volumes. Xerox Tools enable networked Devices to be organized into groups. Groups may be defined by Client—such as department or floor location for data analysis and reporting purposes. Device usage data collected by the Xerox Tools is summarized and made available to the Client. Xerox Tools Implementation Client is responsible for ensuring that proper virus protection is installed, maintained, and enabled on any servers, desktop workstations, laptop computers and other hardware attached to Client's network and output environment, as well as on any server or computer hosting the Xerox Tools or any Xerox Tools related data on Client's network. Xerox Tools Implementation 4.01 Client will provide and maintain a networked server or PC Xerox CITC workstation capable of hosting the Xerox Tools. primary Client and Xerox agree that the Xerox Tools will be implemented per Xerox's then current minimum hardware and software specifications provided by Xerox during the startup phase of XPS. 4.02 Install, network, and configure Xerox Tools running on a server Xerox CITC inside Client's firewall. primary Client will assist in implementation of the Xerox Tools by providing relevant network information such as the IP address ranges or subnets on which Devices reside, appropriate server access credentials, and other required data described in the minimum hardware and software specifications provided by Xerox. The Client will assure that networked Devices are SNMP (Simple Network Management Protocol) enabled and can route SNMP over the network. XPS requires SNMP to be enabled on Devices. Xerox Tools should not be installed on a PC where other SNMP-based applications or other Xerox printer management tools are installed, Xerox Proprietary and Confidential 7 Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) since they may interfere with each others' operation. 4.03 The Xerox Tools must be allowed to periodically scan approved CITC ranges of Client's network for Devices. After the startup of the XPS service, the Xerox Tools will scan the approved ranges of the Client's network for Devices. If new devices are discovered that are not in-scope, the MACD process described in Section 9 will be used to add these devices as in-scope if appropriate. 4.04 Upon implementation of the Xerox Tools and related business Xerox processes, Xerox will provide ongoing maintenance and update(s) of the Xerox Tools, as necessary. 4.05 Client will provide physical or remote access and enable Xerox to CITC update Xerox Tools as required. Updates are expected to occur during the term of this SOW as determined by Xerox. 4.06 Xerox will backup Xerox Tools data prior to any Xerox Tools update Xerox and will remove the Xerox Tools from Client's network upon expiration or termination of the XPS Services Contract. Backup and Support for Xerox Tools Client may install updates or perform maintenance on the server or PC hosting the Xerox Tools (excluding for and to the Xerox Tools themselves). Xerox is not responsible for the disruption of XPS or for the loss of functionality of the Xerox Tools caused by these Client activities or any other acts or omissions affecting the Xerox Tools not caused by Xerox. If the Xerox Tools become inoperable due to any act or omission not caused solely by Xerox, Xerox may re-install the Xerox Tools and bill Client accordingly. Client is responsible for all hardware and system software maintenance (including virus protection) of the PC or server hosting Xerox Tools or the AMD on Client's network. 5.0 Asset Management Database (AMD) Services Xerox will create and maintain a centralized AMD to track utilization, physical location, MACD, and Break Fix Service and Supplies activities for all Devices. The AMD enables Xerox to monitor the Device population to enable device availability, service and Supplies delivery, as well as asset activity and utilization reporting to the Client. The AMD is critical to understanding the Client's device environment and managing XPS delivery. Xerox and Client will jointly complete a detailed Device inventory as described in table item 3.08 in Section 3.0 of this SOW. The asset inventory process will collect and populate data about each Device in the AMD. The Client will provide requested data elements for each Device that Xerox cannot obtain on its own. This may include asset inventory data such as asset serial number, asset location, customer contact name, contact phone number and email, physical address, etc. Xerox will make reasonable efforts to maintain the accuracy of the AMD. The Client will assist in this effort by communicating changes to their asset inventory, per the MACD process as they occur. Xerox Proprietary and Confidential 8 Form#52550(3/2011) Xerox Print Services Statement of Work xerox 6.0 Break-Fix Services Xerox will provide Client with Break-Fix Services for Devices. Client will provide access to each Client Site and Devices. On-site Break-Fix Service is performed Monday through Friday, during the standard hours of 8:00 AM to 5:00 PM local time, excluding New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Break-Fix Services process is the management of all repair requests for all Devices. Break-Fix Services management includes service dispatch, repair disposition tracking and supply of parts. If a Non-Xerox Device is under warranty, the CAC may be required to provide written authorization to Xerox for Xerox or its agents to engage the OEM to perform warranty work on Client's behalf. Networked Xerox Devices are monitored for out of service conditions by the Xerox Tools. Proactive alerts enable Xerox to provide proactive Break-Fix Services delivery for select Xerox Devices, correcting device faults and out-of-service conditions, often before End Users are aware of them. Monitoring these conditions allows Xerox to either remotely resolve the condition without requiring a service call or proactively dispatch a service technician for resolution. Xerox will provide the following Break-Fix Services Management for all Devices: • Provide call dispatching services through a single point of contact. • Perform Break-Fix Services. Imaging drums and other CRUs such as cartridges that have a yield and wear down over time may be ordered from the Xerox Help Desk. Performance of Break—Fix Services does not include provision and installation of these CRUs which will be the responsibility of Client. Maintenance kits are also considered to be CRUs that have a yield. However, during a service call, it may be determined that a maintenance kit is required to service and restore a Device. If so, the Xerox authorized service representative will order and install the maintenance kit as required, to restore operation of the Device. For Xerox branded multi-function devices, maintenance kits are included in the Break-Fix Services and are not billed incrementally. For other Non-Xerox Devices, the maintenance kit will be billed incrementally. The Client agrees that End User authorization to order, install, and bill for the maintenance kit is not required. Non-Repairable Client Owned Device: In the event a Client owned Device is classified as service discontinued by the OEM or is determined by Xerox in its sole discretion to be not repairable, Xerox will offer Client the following options: • Xerox will provide Client with a device replacement recommendation and pricing for the replacement device. If Client chooses to acquire the replacement device, Client will sign an order and Xerox will provide the replacement device. Client is responsible to network the replacement device and maintain functional networking. Through the"Add" process, the replacement device will be added to the XPS Services Contract as Device in the Asset Management Database. Xerox Proprietary and Confidential 9 Form#52550(3/2011) Xerox Print Services Statement of Work xerox �1 • Client may purchase its own replacement with a device that is eligible for XPS. Through the"Add" process, the replacement device will be added to the XPS Services Contract as Device in the Asset Management Database. • Client may choose to dispose of a non-repairable Client owned Device and not replace it and the disposed Device will be removed from the XPS Services Contract as described in the MACD Process. Non-repairable Xerox Provided Device In the event a Xerox provided Device is classified as service discontinued by the OEM or is determined by Xerox in its sole discretion to be not repairable, Xerox will replace it with an identical model or, at Xerox's option, another model with comparable features, for the remainder of the term. As used in this section "Xerox provided" Device is a Device provided under a Xerox agreement for which Xerox retains title that must be returned to Xerox when that agreement expires. Client Responsibilities: Client's responsibilities include: • Maintain Devices in accordance with the OEM's specifications. • Acquire and install any Non-Xerox Device printer software and firmware upgrades. • Resolve any network or server issues. • Any printing issues not caused by a hard device failure are the responsibility of Client • Resolve PC and printer software issues and install necessary firmware upgrades on Non- Xerox Devices as required to deliver XPS in accordance with the OEM's specifications. • Clear paper jams and load or install all Supplies. Out of Scope for Break-Fix Services: The following is a list of conditions that are considered Out of Scope for Break-Fix Services and which are excluded from the XPS pricing. If requested and authorized by the Client, and if approved by Xerox, repairs may be performed on a Time and Materials basis for some of these conditions. • Xerox shall not be responsible for implementing OEM engineering changes on Non-Xerox Devices. Should the Client request and approve billing for such OEM changes to be performed, and Xerox is capable of implementing the change, these engineering changes will be charged on a Time and Materials basis. Any changes or additions to this SOW shall be set forth under a new order to the XPS Services Contract or an amendment to this SOW as applicable. Xerox Proprietary and Confidential 10 Form#52550(3/2011) Xerox Print Services Statement of Work xerox • Repair of any Devices rendered inoperable, defective or damaged as a result of(i)accident, intentional misuse or abuse; (ii) an act of God or other force majeure event; (iii) operation of the Device outside the usage parameters stated in the OEM's documentation; or(iv) use of any items in relation to the Devices not provided to the Client by Xerox or approved for use in the OEM's specification. • Instances where any Device is deemed to be not supported by the OEM and parts are not reasonably available from other sources. • Warranty services on any Devices leased from third parties. • Replacement of broken paper trays, printer cases, displays, and frames due to abuse or misuse. • All preventative maintenance requests, including cleaning and vacuuming of toner spills. • Onsite Break-Fix Service provided outside of the standard coverage hours of Monday through Friday, 8:00 AM to 5:00 PM local time and holidays as referenced in Section 6.0. • Client is responsible to replace cartridges and components designated as a CRU by the OEM. Xerox Proprietary and Confidential 11 Form#52550(3/2011) Xerox Print Services Statement of Work xerox �� 7.0 Supplies Management Services Supplies Management Xerox will provide all Supplies for Devices. An authorized End User may order metered and non- metered Supplies through the Xerox Help Desk. The Xerox Help Desk receives, tracks, and fulfills Client requests for Supplies. Metered Supplies are Supplies that are charged to Client on a per Impression basis. For Non- Xerox Devices, monochrome and color toner are the metered Supply items("Metered Toner"). For Xerox Devices, Xerox will provide black and color toner(excluding highlight color toner), black developer, cartridges, and if applicable, fuser agent as metered Supplies. For Xerox Devices, staples may also be considered metered supplies if they are included in the Xerox equipment pricing in the XPS Services Contract. Metered Supplies do not include paper. Metered Supplies orders are monitored to ensure that the orders correspond to usage of the Device. The Device must transmit meter data that is visible on the network at the time of Supplies order. If the Device cannot transmit visible meter data, Supplies will be billed on a per item basis. Non-metered Supplies are Supplies that are charged to Client as ordered on a per item basis. These include items such as drums, non-toner cartridges, cleaning kits, paper and other media. Client may order such items from Xerox through the Xerox Help Desk and are billed per item. For each Device, the CAC will provide the name and contact information for Supplies Contact personnel who are authorized to order billable Supplies or services. It is recommended that the Client authorize and designate the Supplies Contacts and/or the Site Contacts identified in the Pre-installation Checklist to order billable items. The Client-provided authorized Supplies Contact personnel will be entered into the Asset Management Database to prevent unauthorized ordering. The Xerox Help Desk will not immediately fulfill a billable or non-metered Supplies request from an unauthorized End User, but will refer the request to the authorized Supplies Contact for approval to place the order. If the order is approved, the Supplies item is ordered, and the Supplies item will be billed incrementally. The End User is notified of the status of their request as approved or not approved after receiving the response of authorized Supplies Contact. The Xerox Tools will monitor Supplies on networked Devices that can be configured for Supplies alerts, and will proactively order Metered Supplies for such Devices for delivery on a just in time basis. Note that not all models of Devices may be capable of issuing Supplies alerts when toner is low or out. For Devices that are not proactively monitored on Client's network, metered Supplies consumption will be monitored and tracked for usage against expected Supplies yield. Supplies consumed that exceed expected yield will be billed incrementally. It is recommended that Client store Supplies in secure access locked cabinets to control excess Supplies consumption or loss. At the time of startup, the Xerox Tools will poll Devices for low or out of toner condition. Xerox will ship an initial Supply item to the Site contact identified for each Device that reports a low toner condition. Note that not all Devices are capable of automatically reporting low toner conditions to the Xerox Tools. To help prevent excessive shipping of metered Supplies, the Xerox Help Desk process includes the following steps: (i) Check that the Device is on the network; (ii) Check the current toner level, if Xerox Proprietary and Confidential 12 Form#52550(3/2011) Xerox Print Services Statement of Work xerox available, for a low toner condition; and (iii) Check that the metered Impression Volume is within tolerance relative to the expected cartridge yield since the last Supplies item shipment. If these conditions are not satisfied, the Supply item is considered billable and the Xerox Help Desk will refer the request to the authorized Client contact to approve the order. If the order is approved, the Supplies item is ordered, and the Supplies item will be billed incrementally. The End User is notified of the status of their request as approved or not approved after receiving the response from the authorized Supplies contact. Under metered Supplies pricing, Xerox will provide OEM compatible Supplies for Non-Xerox Devices when available. If Client requires that Xerox provide OEM Supplies for a Non-Xerox Device when an OEM compatible Supplies item is otherwise available, the OEM Supplies item will be billed incrementally. Supplies replenishment is subject to availability. Xerox will make reasonable efforts to fulfill Supplies when required but is not liable for constrained or discontinued Supplies items. Metered Supplies provided by Xerox remain Xerox property until properly consumed. Metered Supplies provided by Xerox that are unused at the expiration or termination of XPS are considered Xerox property and are to be returned to Xerox. Xerox may engage the CAC to facilitate an inventory count of unused metered Supplies during the term of the XPS Services Contract. Supplies Delivery Xerox will ship Supplies to each Client Site by common carrier. It is the responsibility of Client staff at each Client Site to distribute Supplies to the respective areas or End Users at the Client Site. Standard ground shipping expenses for Supplies are included in the charges for the item. Second day, overnight, or other non-standard shipping requests will result in an incremental charge. Xerox Proprietary and Confidential 13 Form#52550(3/2011) Xerox Print Services Statement of Work xerox i 8.0 Xerox Help Desk Services Xerox Help Desk Services provides Client End-Users with a convenient resource to receive, dispatch, track, escalate, process and close commonly requested services for Devices. In addition, End-User requests may include questions about features, function, operation, relocation, upgrades, and acquisition of Xerox Devices. The Xerox Help Desk receives and responds to telephone inquiries. When Non-Xerox Devices are included in XPS, the Client realizes the benefits of a single process for all Device requests. End User Support The Xerox Help Desk serves as a point of contact to receive, document, process, and track Client requests for a variety of services related to Devices. The Xerox Help Desk will also answer or facilitate resolution of all Xerox related questions or concerns. The Device data that is recorded in the Asset Management Database is used by the Xerox Help Desk Associate when processing XPS requests, to locate and identify Devices and to disposition and fulfill Xerox Help Desk Service requests. On occasion, an End User may request service or supplies from the Xerox Help Desk for a device that is not in-scope. The Help Desk will attempt to determine the device's potential eligibility for XPS. If the device is a candidate for being added to the XPS Services Contract, the Xerox Help Desk will direct the End User to the CAC to request that the device be added to the service through the MACD Process. Alternatively, the End User will be advised if the device is not eligible for XPS. Calls can be placed to the established Xerox Help Desk phone number during the standard hours of operation. Xerox Help Desk Services will be available to Client on the following days of the week: Monday through Friday, from 8 a.m. to 5 p.m. local time, excluding New Year's Day, Memorial Day, Independence day, Labor Day, Thanksgiving Day and Christmas Day. Service Call Management The Xerox Help Desk Associate will document Client's call and information pertaining to the request. Some problem calls may be resolved directly over the phone. For Xerox Devices, the Xerox Help Desk Associate may apply remote service diagnostics to resolve the request directly through remote resolve capabilities if possible. If not, the request will be dispatched for onsite resolution. Supplies Request Management The Xerox Help Desk receives, validates, and fulfills Client requests for Supplies for Devices. All Supplies for Devices can be ordered through the Xerox Help Desk. Xerox Proprietary and Confidential 14 Form#52550(3/2011) Xerox Print Services Statement of Work xerox 9.0 Move, Add, Change and Dispose (MACD Process) The business process used to track Devices is Move, Add, Change and Dispose (MACD Process). The MACD Process is critically important to ensure the accuracy of the Asset Management Database (AMD). Xerox uses a proprietary Services Management Tool integrated with the AMD to record Device data such as asset locations, device usage and MACD activity as well as to provide Client reporting. The MACD Process as defined in this Statement of Work is the established method for revising the Devices covered by XPS. Under the MACD Process, "Adds" and "Disposals"will modify the amount billed according to the price plan in the XPS Addendum. The Xerox CAM will be the central point for recording MACD activities for Devices in the AMD. Client will provide or validate information pertaining to asset moves, adds, changes, and disposals. Client will approve AMD updates as they occur through the MACD approval form. A MACD approval form is provided to the Client by the CAM to approve updates to the AMD and to add or remove Devices from the XPS Services Contract. In addition to the MACD approval form, Client will also sign a separate order document containing Xerox device pricing and term for transactions that involve adding or removing Xerox Devices to the XPS Services Contract. Moved and newly added Devices must be functionally connected to a network, and must be accessible by the server running Xerox Tools on that network. Client is responsible to network and provide IT support for moved and added devices. Xerox can perform networking setup and configuration for Xerox Devices for a fee, if requested. Client is responsible to provide Xerox with updated Device information on an ongoing basis to maintain AMD integrity. To the extent that Client fails to provide such information in a timely manner Xerox shall be relieved of its obligations under this SOW as regards the affected Devices. 9.1 Device Move Processes Devices may be moved during the XPS Services Contract. Client must advise Xerox of all planned or completed moves of Devices to ensure that the AMD remains current. This enables Break-Fix Service and Supplies to be dispatched to the correct location after a Device is moved. It also ensures reporting accuracy. If Customer moves a Device to a geographic location that is not then supported for XPS or if a move prevents network connectivity for the Xerox Tools, Xerox will advise Client and Xerox may remove such devices from the XPS Services Contract through the Dispose process described Section 9.4. Xerox can move Xerox Devices for a fee, if requested by Client. Xerox will provide a quote for the requested move and bill per Client approved move activity. Client Initiated Device Moves 9.11 Client must provide the new site location and other requested Xerox CAC information to ensure that the Xerox AMD remains current. CAM CAC will contact the CAM and provide the asset number and other requested data for the moved assets. The CAM will update the AMD by processing a MACD form with the CAC. Xerox Proprietary and Confidential 15 Form#52550(3/2011) Xerox Print Services Statement of Work xerox Auto-Detected Device Moves 9.12 Xerox Tools may detect a change that indicates a Device may have Xerox CAC moved. If so, CAC will be contacted to validate and to provide the CAM new location and contact data to update the AMD. End User Validated Device Moves 9.13 When an End User calls the Xerox Help Desk for service or Supplies, Xerox End the Xerox Help Desk will validate the location of the Device with the Help User End User. If the Device location is different than what is recorded in Desk CAC the AMD, the Xerox Help Desk agent will use the new location data CAM provided by the End User to fulfill the service or supplies request. The CAM will process a MACD form with the CAC to update the location in the AMD per the details provided by the End User. 9.2 Device Add Devices may be added to the XPS Services Contract in one of two ways: (i) Client may request to add a new device; or(ii)Xerox Tools may detect a new device on the network and the Add process is used to validate with Client its inclusion in XPS. In both cases, the device is first evaluated for eligibility to be included in XPS. For transactions that involve adding or removing Xerox Devices to the XPS Services Contract, Client will also sign an order document containing revised pricing for the Xerox Devices being added or removed. Client Initiated Device Add 9.21 Client wishes to add a new device to the XPS Services Contract.. Xerox CAC If an End User calls the Xerox Help Desk for service or supplies on a CAM prima device that is not in-scope, the device must first be added as in-scope ry to XPS. The Xerox Help Desk will refer the End User to the CAC. The CAC must process an "Add"through the MACD process to bring the device in-scope. CAC will contact the CAM to request that the new device be added to the XPS Services Contract. The CAM receives information about the device and facilitates the device eligibility analysis process. 9.22 The CAM verifies device eligibility and informs CAC of eligibility Xerox status. CAM provides a MACD form to the CAC to authorize adding CAM the eligible device to the Device list. Xerox Proprietary and Confidential 16 Form#52550(3/2011) Xerox Print Services Statement of Work xerox elg 9.23 CAC approves the MACD "Add"form to include it in the XPS Services CAC Contract. Auto-Detected Device Add 9.24 Newly added networked Devices may be detected through automated Xerox CAC device discovery by the Xerox Tools. When such devices are CAM detected they will be evaluated for eligibility to be included in the XPS Services Contract. The CAM will notify CAC of such devices that have been discovered and deemed eligible. Xerox will request that the device be added to the XPS Services Contract as a Device. The CAC must approve the MACD"Add" request form to initiate its inclusion in the XPS Services Contract. Asset Tagging Added Devices 9.25 When devices are newly added as Devices, asset tags will be Xerox created. Xerox will provide the asset tags to CAC. 9.26 The CAC is responsible for facilitating the correct application of new CAC asset tags visibly on the newly added Devices in a timely fashion. Applying asset tags on the wrong devices will result in incorrect Break- Fix Services and Supplies delivery. 9.3 Device Changes Changes may occur in the information associated with a Device, for example contact names and addresses. Client is responsible to report such changes to Xerox which are tracked in the AMD. Client Initiated Device Change 9.31 CAC will contact the CAM to provide information relevant to changes Xerox CAC in Device information. The CAM receives information about the CAM prima Device and processes a"Change" MACD form to update the AMD. ry Xerox Initiated Device Change 9.32 Xerox may detect a change in Device status during a service call Xerox CAC placed by an End User to the Xerox Help Desk. Help Desk For changes that materially affect either party's obligations under this SOW, Client authorization is required to update the AMD. The Xerox CAM Xerox Proprietary and Confidential 17 Form#52550(3/2011) Xerox Print Services Statement of Work xerox �1 Help Desk will notify the CAM of the change. The CAM will initiate and process a "Change" MACD form with approval from the CAC. Examples of changes include but are not limited to those that imply physical move of a Device or a change in authorized Supply contact. All other changes not covered above are considered minor and the Xerox Help Desk agent will update the AMD directly. Minor changes include but are not limited to changes in Device End User names or phone numbers, or recording missing information in an asset record. 9.4 Device Disposal from the Device List Device Disposal occurs when a Device is removed from the Device list. This may occur if Client is discarding the Device, removing it from use on the network, terminating a contracted Xerox Device, or placing it in storage. Client must advise Xerox of any disposals to ensure that the AMD is kept up to date. Xerox will remove disposed devices from the Device list. The Base Charge for a Non-Xerox Device will continue until the device status has been changed to"disposed" in the AMD. The Base Charge for disposed Non-Xerox Devices is discontinued at the start of the next billing month. If a Xerox Device is terminated, Client must sign an order document that contains revised pricing and terminates the Xerox Device. Early termination or other charges, if any, for a terminated Xerox Device will be billed according to the terms of the XPS Services Contract. Client Initiated Device Disposal 9.41 Client wishes to remove a device from the XPS Services Contract. The Xerox CAC CAC contacts the CAM to request that the device be"disposed". The CAM CAC provides the asset number of the relevant Device. 9.42 The CAM provides the CAC with a MACD form to authorize removal. CAM 9.43 The CAC approves the MACD "Dispose"form to initiate its removal CAC from the XPS Services Contract. No Response From Device 9.44 Xerox Tools will create an alert if a Device does not respond for more Xerox CAC than 5 days. CAC will be contacted to determine the status of the CAM unresponsive Device. Possible outcomes are: 1. The Device has been disposed. If so, Xerox will use the disposal process and remove the Device from the XPS Services Contract. 2. The Device has been temporarily disconnected or powered off. If so, no changes will be made to the status of the Device in the AMD. Xerox Proprietary and Confidential 18 Form#52550(3/2011) Xerox Print Services Statement of Work xeroxs1 10.0 Meter Read Collection Billing for XPS is partially based on meter counts collected from Devices. Meter data for the Devices must be read monthly to generate a timely invoice. Xerox Tools automatically read and submit meter data on network connected Devices. Automatic meter collection may not occur for some Devices if they are not connected to the network or are powered off for an extended period of time. In this event, Xerox will attempt to collect these meter reads by contacting the End User or Site Contact associated with each non responsive Device. Xerox may contact Client resources via an email request or direct phone call. Client is responsible to collect and submit missing meter data as required. Xerox will not provide Supplies for a Device that has not reported a meter read within the last 45 calendar days. No Response from Device for Meter Collection 10.01 Xerox will contact End User associated with each Device via email Xerox or direct phone call to request a meter read. 10.02 Client will collect and submit the meter read to Xerox via email, CAC phone call to the Xerox Help Desk or web portal. 11.0 Reporting and Client Communications Reporting Xerox Tools enable four standard reports to be provided monthly for Client review. 1. The Fleet Management report provides a listing of all Devices details and associated details for each Device. 2. The MACD Activity report summarizes recorded Move, Add, Change and Dispose Activity. 3. The Supplies Order Report summarizes supplies that have been provided. 4. A billing backup detail report that details and summarizes Impression Volume utilization on each Device. Devices may be grouped according to Client's preferences at startup(e.g. by location, by department, etc). Review Meetings Xerox will schedule joint communication and status review meetings with Client's designated focal point as required. Xerox recommends quarterly review meetings. Topics reviewed may include issue resolution, Device Utilization, MACD activity, and Device strategies and recommendations. Xerox Proprietary and Confidential 19 Form#52550(3/2011) Xerox Print Services Statement of Work xerox Exhibit A: XPS Services Provided Summary This Table identifies the Xerox Print Services that are available for Xerox Devices and Non-Xerox Devices. Devices XPS Service Xerox Non Xerox Devices Devices Assigned Client Asset Manager to manage XPS delivery X X Networked Device Assessment X X Asset Replacement Recommendations X X Creation and Loading of Asset Management Database X X Auto Discovery of Devices added or dropped from network X X Auto Collection of Meter Reads X X Auto Detection of Non-responsive Device X X Auto Detection of Device Move X X Update Asset Management Database via MACD Process X X Toll Free Xerox Help Desk X X Remote Resolution of Xerox Help Desk Service Requests X End User Initiated Request for Repair Services X X End User Initiated Request for Supplies X X Automated Proactive Service Alerts & Response X X (For Devices that support alerts) Automated Proactive Supplies Alerts & Replenishment X X (For Devices that support alerts) Xerox Help Desk Response to Questions about Device X Features, Function and Operation Provision of Break-Fix Services X X Impression Volume Utilization Report X X MACD Activity Report X X Asset Detail Report X X Xerox Proprietary and Confidential 20 Form#52550(3/2011) Xerox Print Services Statement of Work xerox ) Exhibit B: XPS Invoicing XPS invoices provide categorized charges that are summarized as shown below: xerox fp -14, Summary Invoice aam,a_a ...n Sara Ifni 0. This invoice aligns to the contract alliallit as Ta XP°° XAX:OAC 30°I number referenced in the contract Anon MOM Sanry pmt,.,,. number field Hanka TX 170112 Meat Ep.pTw,l Moiety Craw MOW( ca,a—Clop. WOW( OW PPI nays Swoon Wa Eay,M Moab aw +Mown CON w Chars SW= nwPPI rigs spoon Valais EON SmUa Saar: Yooa Tea —Orr Ulm Sam exra w p Send PaplalTa Allow(WNW,,., n end Standard remit to information for Metal"i°@ a"""'nd495' payment purposes can be found in this section am�a�.aarcu ..aaM,nn wlwaacoa w000000a t .• •� In addition, billing backup detail reports can be provided with fields detailed for each Device and location as listed below for Client reference. Contract Number Date Installed in Service B/W PPI Monthly Base Cost Billing Month Street B/W Volume Charge Variable Charges Billing Year City Color Beginning Meter Sub Total Invoice Number State Color End Meter Tax Total Serial Number Zip Code Color PPI Total Manufacturer B/W Beginning Meter Color Volume Charge Model Name B/W End Meter END OF XEROX PRINT SERVICES STATEMENT OF WORK Xerox Proprietary and Confidential 21 Form#52550(3/2011) Xerox Print Services Statement of Work Hello