MAS - Xerox Corporation - GS35F0662M

October 2020 FSC Group 70 for the Period of July 26, 2002 through July 25, 2022

Information Technology Equipment and Services Contract GS-35F-0662M

Xerox Support Resources

Phone Numbers, Fax Numbers, Online Services

Xerox Corporation Website: www.xerox.com

(Web links to Xerox Products, Supplies, Industry Solutions, Consulting and Outsourcing, Customer Account Management and Product Support & Drivers)

Equipment Sales 800-ASK-XEROX or 800-275-9376 Tele Web Sales (for Equipment only) Fax: 866-405-6475

Consumable Supplies Sales (Open Marker)

800-822-2200 Fax: 800-338-7020

Consumable Supplies, Auto-Replenishment Hotline

800-599-2198

Xerox Parts Department 800-828-5881 Fax: 800-847-5666

Technical Service Support 800-821-2797

Customer Education Registration 800-445-5554

Xerox Manuals, Documentation and Software Services 800-327-9753

Environmental Health and Safety, Material Safety Data Sheets

800-828-6571

Customer Service, Billing 888-435-6333

Purchase Order Renewal Fax 888-708-6555 public.sector.po.renewal@usa.xerox.com

Meter Reads, submission 800-891-8405

Xerox Full Service Maintenance Agreements (FSMA) 800-828-9090

Equipment Moves and Relocation, Via Xerox (Open Market)

800-979-7356

©2010 Xerox Corporation. All Rights Reserved. XEROX® and XEROX and design® are trademarks of Xerox Corporation in the United States and/or other countries.

Copyright protection claimed includes all forms and matters of copyrightable material and information now allowed by statutory judicial law or hereinafter granted, including without limitation, material generated from the software programs displayed on the screen such as icons, screen displays, or looks.

Other company trademarks are also acknowledged.

Printed in the United States of America.

Changes are periodically made to this document. Changes, technical inaccuracies, and typographic errors will be corrected in subsequent editions.

Document Version: 2.0 (May 2015).

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Table of Contents

Information and Instructions for Ordering Activities

1. Table of Award

2. Delivery Order Information

3. Geographic Coverage

4. Points of Production

5. Buy American Act

6. Discounts, Quantity Discounts, Prompt Payment Terms

7. Foreign Items

8. Time of Delivery

9. F.O.B. Points

10. Ordering Addresses

11. Payment Addresses

12. Electronic Ordering, Invoicing and Payment:

13. Warranty Provisions

14. Export Packing Charges

15. Terms and Conditions of Maintenance

16. Terms and Conditions of Installation

17. Terms and Conditions of Repair Parts

18. List of Service and Distribution Points

19. Participating Agents

20. Blanket Purchase Agreements

21. Acceptance of Orders

22. Scope of Contract

23. Purchase Orders

24. Purchases Using the U.S. Government Credit Card:

25. Full Service Maintenance Renewal Orders

26. UL Approval

27. Electromagnetic Interference

28. Certification of Federal Cost Reimbursement Type Government Contractors7

29. Equipment for Overseas Installation

30. Diagnostic Software

31. State and Local Taxes

32. Order of Precedence

33. Non Assignment ............................................................... Error! Bookmark not defined.

34. Health and Safety Information

Terms Applicable to Equipment, Accessory Purchase SIN 33411

1. Purchase Price:

2. Delivery Terms:

3. Xerox Total Satisfaction Guarantee:

4. Equipment Purchase Warranty:

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5. Newly Manufactured, Factory Produced New Model and Remanufactured Equipment:

6. Attachment of Non-Xerox Accessories to Government Owned Xerox Equipment:

7. Equipment Trade-In: F.P.M.R

Full Service Maintenance (FSM) for Government owned Xerox Equipment and Accessories, SIN 811212

1. Service Areas

2. Maintenance Order

3. Cross-year Funding Within Contract Period

4. Obligation of Funds

5. Loss Or Damage

6. Scope

7. Liability For Injury Or Damage

8. Responsibilities Of The Ordering Activity

9. Maintenance Rate Provisions

10. Regular Hours

11. After Hours

12. Travel And Transportation

13. Invoices And Payments

14. Description of FSM

15. Downtime Credit

16. Eligibility for Full Service Maintenance

17. Assured Maintenance Period of Coverage

SERVICES AND SOLUTIONS AGREEMENT SIN “NEW”

1. SCOPE

2. SERVICES GUARANTEE

3. ORDERS

4. TERM

5. PERSONNEL

6. RESERVED

7. PRICING

8. PAYMENT, CREDIT AND TAXES

9. CONSUMABLE SUPPLIES INCLUDED

10. RESERVED

11. CONFIDENTIAL INFORMATION

12. INTELLECTUAL PROPERTY

13. REPORTS

14. TERMINATION - EQUIPMENT

16. RESERVED

17. INDEMNIFICATION/LIMITATION OF LIABILITY

18. RESERVED

19. ORDER OF PRESEDENCE

20. FORCE MAJEURE

21. MAINTENANCE SERVICES

22. EQUIPMENT STATUS

23. TITLE, RISK OF LOSS AND PROTECTION OF XEROX’S RIGHTS

24. GOVERNMENT – FURNISHED PROPERTY

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25. SERVICES AND THIRD PARTY PRODUCT WARRANTY / WARRANTY

LIMITATIONS, AND WARRANTY DISCLAIMER/ WAIVER

26. SOFTWARE TERMS

27. REMOTE SERVICES

28. MISCELLANEOUS

MANAGED PRINT SERVICES

GSA XPS (Xerox Print Services) Offer is only open to State and Local organizations and is NOT valid for Federal customers effective Nov.

XPS Offering Description Pricing Sample Calculation Xerox Print Services – Minimum Requirements Inclusion of Xerox Phasers and Xerox MFDs (Multi-Function Devices) Labor Categories and Prices FY 2020 Zones

Appendices

Appendix A: Section 508 and Xerox Appendix B: Purchase Order Renewal Information Appendix C: Xerox Sales Offices and Authorized Xerox Sales Agencies

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Information and Instructions for Ordering Activities

• Xerox Corporation, Employer Identification Number : 16-046-8020

• S.I.C. Code : 3861

• C.A.G.E. Code : 3DCG0

• N.A.I.C.S. Code: 333316

• DUNS Number: 039860122

• Xerox is registered in the System for Award Management (SAM)

To obtain the most recent copy of our W9 please visit our website:

www.Xerox.com/accountmanagement

1. Table of Award Special Item Numbers awarded are shown in Paragraph 2.

2. Delivery Order Information

2.1 Minimum order: 50.00

Information and Instructions Contract GS-35F-0662M for Ordering Activities

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3. Geographic Coverage The contract delivery area is the 48 contiguous states, D.C., Alaska, Hawaii and Puerto Rico

4. Points of Production All items in this Price List are of domestic origin or from an eligible product from a designated country under the Trade Agreement Act of 1979.

5. Buy American Act For Agencies covered by the Trade Agreement Act of 1979, the Buy American Act evaluation procedures are not applicable to the purchase equipment or accessories in this Price List.

6. Discounts, Quantity Discounts, Prompt Payment Terms Payments will be made in accordance with the current Federal Acquisition Regulation 32.9.

6.1 Payment Terms for all items are Net 30 days

6.2 All prices shown herein are net (discount deducted)

6.3 All quantity discounts are as stated in this price list

7. Foreign Items See paragraph 5, Buy American Act.

8. Time of Delivery The time for delivery of Equipment is 1 to 30 days.

9. F.O.B. Points All items are F.O.B. destination within geographic scope

10. Ordering Addresses Send to nearest Xerox Sales/Agent office or call I-800-ASK-XEROX.

Contract GS-35F-0662M Information and Instructions

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11. Payment Addresses All payments are to be made to Xerox at the “remit to” address shown on invoice. Xerox invoices will contain one of the following ‘remit to’ addresses:

Xerox Corporation P.O. Box 802567 Chicago, IL 60680-2567

Xerox Corporation P.O. Box 827181 Philadelphia, PA 19182-7181

Xerox Corporation P.O. Box 660303 Dallas, TX 75266-0303

Xerox Corporation P.O. Box 7413 Pasadena, CA 91109-7413

Invoice contains a detachable stub, which should accompany payment. If payment does not agree exactly with invoice amount, an explanation of the difference should be noted on the detachable stub or by attaching substantiation.

If for any reason remittance stub cannot accompany payment, remittance information should include: Customer Number (a 9-digit number); Invoice Number, Date and Amount; and full explanation if payment does not agree with invoice amount.

Effective 1 May 2002, Xerox Capital Services, LLC, a joint venture between Xerox Corporation and GE Capital, acting as agent of XEROX CORPORATION provides our customers in the United States with administrative and financing support for Xerox equipment and services.

12. Electronic Ordering, Invoicing and Payment:

Electronic ordering, invoicing and payment (each or all) are available for orders placed under this contract. The industry standard communication format (ANSI X12) is utilized for orders, invoices and remittances. Automated Clearing House banking standard communication formats are employed for payments and related invoice information.

Xerox Financial Institution: PNC Bank, 210 Sixth Ave., Pittsburgh, PA 15222; ACH Coordinator, (732) 220-3380; Account Title: Xerox EFT/EDI Collections; Nine Digit Routing Transit Number: 043000096; Depositor Account Number: 01415275.

Before using these methods, it is necessary to contact the Xerox EDI Program Office

(716) 423-3134 and exchange appropriate start-up information, or write to Xerox Corporation, Attn: EDI Program Office, Xerox Square 870-7C, Rochester, NY 14644.

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13. Warranty Provisions Unless specified, equipment is delivered and installed with 12 months of warranty (1).

The following is applicable to all items and services herein.

Other than the obligation of Xerox expressly set forth herein, Xerox disclaims all warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose. Xerox shall not be responsible for any direct, incidental or consequential damages resulting from the use or performance of the equipment or supplies, or for the loss of use of the equipment.

The term above does not affect the Government’s rights under the ‘Inspection’ and ‘Disputes’ clauses.

(1) Precious versions of this Price List issued since Modification 40 incorrectly stated there was no Warranty this version corrects this;

14. Export Packing Charges Not available. Refer to Paragraph 30, Overseas Installations

15. Terms and Conditions of Maintenance Refer to Terms of Maintenance.

16. Terms and Conditions of Installation Refer to Terms Applicable to Purchase.

17. Terms and Conditions of Repair Parts Not included but available as an Open Market Item.

18. List of Service and Distribution Points Refer to Table of Contents.

19. Participating Agents Call 1-800-Ask-Xerox/ 1-800-275-9376 or Refer to Appendix.

20. Blanket Purchase Agreements Xerox agrees to enter into Blanket Purchase Agreements (BPA) with ordering activity for items covered by this contract.

21. Acceptance of Orders

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Xerox reserves right to return maintenance orders (including Priority Rated Orders) calling for performance in areas not serviced by Xerox.

22. Scope of Contract This contract may be used on a non-mandatory basis by the agencies and activities named below, as a source of supply for the supplies or services described herein, for delivery within 48 contiguous states and Washington, D.C., AK, HI.

22.1 All Federal agencies and activities in the executive, legislative, and judicial branches,

22.2 Government contractors authorized in writing by a Federal Agency pursuant to 48

CFR 51.1,

22.3 Mixed ownership Government corporations (as defined in the Government Corporation Control Act),

22.4 The Government of the District of Columbia.

22.5 Other activities and organizations authorized by statute or regulation to use GSA as a source of supply. (Questions regarding activities authorized to use this schedule should be direct to the GSA Contracting Officer.)

Articles or services may be ordered from time to time in such quantities as may be needed to fill any requirement, subject to the Minimum Order and Maximum Order Limitation (MOL) thresholds specified. Overseas activities may place orders directly with schedule contractors for delivery to CONUS port or consolidation point.

Pursuant to FAR 8.001(a), this Optional use Federal Supply Schedule is a Required Source of Supplies and Services. For the Customer’s convenience, FAR 8.001 is shown below:

best interest of the Government in terms of quality, responsiveness or costs, other procedures may be used.

23. Purchase Orders All purchase orders should state the GSA CONTRACT NUMBER (GS-35F-0662M) and include the item Reorder or Market Code number and each Accessory Market Code.

24. Purchases Using the U.S. Government Credit Card:

The Government Credit Card (Visa/MC/Amex) is accepted for transactions in the amount not exceeding the limit prescribed by the Government for the following:

24.1 Credit card procurements for the purchase of equipment and/or Full-Service Maintenance (FSM) Plans may be entered into via a Purchase Order (PO) or credit card order form (to be supplied by Xerox at the time of order). If procured by PO, the PO should reference the appropriate wording to identify the credit card transaction.

24.2 Procurement by credit card binds the Government Agency for the duration of the FSM term

24.3 Procurement by credit card acknowledges payments by credit card

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24.4 Xerox assumes that the credit card holder has the authority to procure for the dollar value of the full contract term

24.5 Credit card orders for continuing services such as FSM involving subsequent periodic payments will be charged to the credit card automatically, without further contact to the card holder/Government Agency

24.5.1. includes price changes that may occur through the Price Reduction Clause or the Economic Price Adjustment Clause.2

24.5.2. excess meters, which may vary in amount, will also be included

24.6 The Government Agency is responsible for notifying Xerox in writing of changes including

24.6.1. Cardholder vendor

24.6.2. Cardholder name

24.6.3. Cardholder phone number

24.6.4. Card number

24.6.5. Card expiration date

24.7 Credit card charges may vary based on

24.7.1. Equipment configuration (e.g., multiple billable components for an equipment configuration, totaling the contracted amount)

24.7.2. Multiple month bills

24.7.3. Adjustments (credits/debits)

24.8 Renewals evergreen throughout the term of the contract. Charges will continue across fiscal years. The customer must notify Xerox in writing of their intention to terminate (early termination charges may apply). Unless advised to the contrary, Xerox will charge the credit card for the remaining balance due on the contract. If remaining balance due exceeds card limits, limit must be increased, or PO issued to cover the balance prior to termination

24.9 Credit card will be charged upon invoice generation

For all Government credit card transactions, the users card number, expiration date, name, and telephone number must be provided at the time of use.

25. Full-Service Maintenance Renewal Orders These must include serial numbers of equipment and should be written for the following periods:

25.1 New installations from date of installation to end of the current fiscal year.

25.2 Renewal Orders for the entire fiscal year.

26. UL Approval All equipment contained herein carries the UL approval.

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27. Electromagnetic Interference Machines contained in this contract comply with F.C.C. Class A (Part 15) Commercial requirements.

28. Certification of Federal Cost Reimbursement Type Government Contractors

28.1 All orders and renewals, authorized by U.S. Government Agencies in accordance with Federal Acquisition Regulation 51.100 concerning the ‘Use of GSA Supply Sources by Contractors’ and placed by Federal Government prime (only) cost reimbursement type contractors under this GSA Contract, shall be accompanied by a copy of the Government authorization. Every purchase order shall contain a statement as follows: “This order is placed pursuant to written authorization from (Name of Government Agency) ........... Dated, ........... a copy of which is attached.”

28.2 Prime cost reimbursement type contractors (and cost reimbursement type subcontractors) certified and using this contract as a source of supply will use items ordered only in the performance of the cost type Federal Contract and shall notify Xerox promptly in writing in the event that the authorization furnished hereunder is terminated. When authorization is terminated, Xerox shall commence billing under commercial prices.

28.3 Contractors placing orders with Xerox not containing the required certification will be billed at the appropriate commercial (non GSA contract) prices.

28.4 Fixed price contractors and Federal grantees are not permitted to use this contract as a source of supply.

28.5 Title to equipment purchased by authorized Prime Contractors will pass to the Contractor. Transfer of title to the Government will be the responsibility of the Contractor placing the order.

29. Equipment for Overseas Installation

29.1 Purchase of Copiers: Purchase for overseas shipment by the Government is not recommended unless, prior to ordering, it is determined through Xerox that (1) The equipment available under the Contract is also available at the overseas location in the exact configuration, (2) will perform satisfactorily on foreign electrical current, (3) interchangeable repair parts are available in the foreign location and

(4) technicians in the foreign location are trained on the particular model.

Generally, copiers purchased under this Contract will not meet all of these requirements.

29.2 Additionally, copiers purchased under this contract are not packed for export, nor are they equipped with language capabilities/ manuals necessary for many foreign countries. These services/ features would require separate, open market purchase.

29.3 To ensure satisfactory performance, it is recommended that copier purchases (Open Market) be made directly from a Xerox affiliated organization located in the overseas destination country. To obtain information on copiers available from overseas Xerox affiliates, contact your Xerox Sales Representative or Agent who will obtain the information from the appropriate Xerox International Coordinator.

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29.4 For overseas purchase installations funded by the U.S. Agency for International Development, contact the Xerox Manager for U.S.A.I.D.

29.5 Maintenance for Overseas Installation: Orders for these services will not be accepted under this Contract. For information concerning these services available from Xerox affiliated organizations, contact your Xerox Sales Representative or Agent.

30. 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. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox’ licensors.

30.1 The Customer agrees that (1) their acquisition of the Equipment does not grant them a license or right to use the Diagnostic Software in any manner and (2) that unless separately licensed by Xerox to do so, the Customer will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so).

30.2 The Customer agrees at all times (including subsequent to the expiration of this Contract) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software.

31. State and Local Taxes The contract price excludes all State and local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. Taxes so excluded from the contract price pursuant to the preceding sentence shall be separately stated on the Contractor’s invoices and the Government agrees either to pay the Contractor amounts covering such taxes or to provide evidence necessary to sustain an exemption therefrom.

32. Order of Precedence Orders placed under this Contract shall be governed by the prices and terms of this Contract only, irrespective of any prices or terms appearing on order documents.

33. Non-Assignment This contract is not assignable in whole or in part by either Xerox or the Government.

34. Health and Safety Information For information concerning any aspect of health and safety connected with the use of Xerox products, call Xerox toll free at 1-800-828-6571.

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Terms Applicable to Equipment, Accessory Purchase SIN 33411

1. Purchase Price:

Purchase price includes delivery and installation (excluding rigging, where necessary) and initial prepackaged supplies.

2. Delivery Terms:

Rigging: Any inside delivery or removal from or to the point of installation where adequate access (elevators) is not available, requiring movement of equipment up stairways, through windows, etc. If rigging is required, this will be quoted and billed by Xerox as an Open Market Item.

3. Xerox Total Satisfaction Guarantee:

If the Customer is not satisfied with purchased Xerox equipment, at the Customer’s request, Xerox will replace it without charge to the Customer with an identical model or a machine with comparable features and capabilities.

The term of the Xerox Total Satisfaction Guarantee is three years from equipment delivery.

This Xerox Total Satisfaction Guarantee applies to Xerox equipment acquired by the Customer from Xerox including Sales Agents and continuously maintained by Xerox or its authorized representatives under a Xerox Full-Service Maintenance agreement. This guarantee applies to all equipment acquired on or after September 5, 1990 and is not applicable to equipment damaged or destroyed due to an Act of God. Excluded from this guarantee are non-Xerox equipment items attached to or associated with Xerox installation, custom designed equipment, software, fonts, and all consumable supplies.

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4. Equipment Purchase Warranty:

4.1 Applicable to All Equipment and Accessories Except as Stated Under Paragraphs

4.2 and 4.3 below:

4.1.1. Unless specified, equipment is delivered and installed without a warranty.

If an express warranty period for Purchased Equipment, other than In- Place, is specified in the applicable Price List or elsewhere in this Agreement, it will apply only to you and will commence upon the Installation Date. During the specified warranty period and/or when Extended Warranty is purchased by the Customer, the following terms apply: Xerox will keep purchased machines (newly manufactured, factory produced new equipment and remanufactured) in good working order, and will make all necessary adjustments, repairs, and parts replacement (including photoreceptors and brushes) without charge, during normal working hours on an exchange basis, upon Government’s request, for a specific period of days from the date of installation provided that such adjustment, repair or parts replacement is not required because of purchaser’s negligence, misuse, or alteration by other than Xerox personnel. Customers are encouraged to include on the Equipment Purchase Order the charges for Full-Service Maintenance to become effective at the conclusion of the warranty period.

4.1.2. Additional Warranty (not applicable to equipment on Xerox’ Full-Service Maintenance): Xerox warrants the parts in newly manufactured and remanufactured equipment to be free from defects in material and workmanship for one year from the date the equipment was first installed.

Other than those parts excluded below, Xerox will replace and install (on an exchange basis) parts which have been promptly reported defective and are so verified by Xerox upon inspection. The following parts are specifically excluded from this ‘additional warranty’: lamps, flexible belts, photoreceptors (belts and drums), cleaning brushes, paper transport rollers (pressure, fuser and retard), and filters. This warranty also shall not cover adjustment or repair not connected with any defective part or repair required because of purchaser’s negligence, misuse, or machine alteration by other than Xerox personnel.

4.2 Equipment Installed or Used Outside the 48 Contiguous States, D.C., Alaska, Hawaii and Puerto Rico: The above warranties are not applicable.

5. Newly Manufactured, Factory Produced New Model and Remanufactured Equipment:

Equipment will be either newly manufactured, factory produced new model or remanufactured, at the option of Xerox.

Newly Manufactured Equipment means newly assembled equipment which may contain components that have been reprocessed to assure machine compliance with product performance and reliability specifications.

Factory Produced New Model Equipment is newly serialized equipment with new features and/or functions. It is disassembled to a Xerox predetermined standard and contains new, reprocessed and/or recovered parts that meet product specifications. The customer is the first user of the Factory Produced New Model Equipment.

Remanufactured Equipment means equipment which has been subject to the following factory processes at a Xerox plant: (1) Disassembly to predetermined standards

Information Technology Equipment and Services 11 established by Xerox Corporation for each model, (2) cleaning, (3) refinishing, (4) inspection and testing to new machine test standards, (5) replacement of defective components with new, remanufactured, or used components, and (6) installation of all retrofits designated by Xerox as field mandatory as of the date of machine installation.

Components which are not new are those which in Xerox’ technical experience will not affect machine performance. The purchase warranty for Xerox remanufactured equipment is identical to Xerox’ new equipment purchase warranty. In addition, Xerox remanufactured equipment is eligible for the same Full Service Maintenance terms and conditions as newly manufactured equipment.

6. Attachment of Non-Xerox Accessories to Government Owned Xerox Equipment:

Xerox Personnel will not install or connect non-Xerox attachments and will not be responsible for obtaining UL listing for such attachments. Full-Service Maintenance or hourly repair service will be provided for Government owned Xerox equipment with non- Xerox accessories attached when such accessories comply with the ‘Xerox Attachment Policy’, which requires a Xerox interface harness. The Government may purchase from Xerox, on an open market basis, an interface harness for equipment for which a harness is available. The charge for the interface harness, and its installation, will be quoted at the established commercial price in effect at the time. Upon installation the interface wiring harness will become the property of the Government.

7. Equipment Trade-In: F.P.M.R.

101-46 (Rev: July 1, 1994) authorizes the trade-in of Government owned equipment with the proceeds of that trade-in applicable to the purchase, lease or rental of replacement equipment. However, provision for trade-in allowances are not included in this contract. Consult your Xerox representative for the applicable open market trade-in allowance. This allowance must be shown on the Customer’s purchase order as an Open Market Item.

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Full-Service Maintenance (FSM) for Government owned Xerox Equipment and Accessories, SIN 811212

1. Service Areas The maintenance and repair service rates listed herein are applicable to any ordering activity location within a 50-mile radius of Xerox’ service points at major U.S. cities.

Xerox maintenance is often provided at customer locations beyond the 50-mile radius.

Xerox reserves the right to not accept full-service maintenance orders in remote areas or in areas not adequately services by Xerox personnel.

2. Maintenance Order

2.1 Agencies may use written orders, EDI orders, credit card orders, or BPAs, for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt, except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number 811212). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days. If the order is not confirmed by Xerox as prescribed by this paragraph, the order shall be considered to be confirmed by Xerox.

2.2 Xerox shall honor orders for maintenance for the duration of the contract period or a lesser period of time, for the equipment shown in the pricelist. Maintenance service shall commence on a mutually agreed upon date, which will be written into the maintenance order. Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts guarantee/warranty period associated with the purchase of equipment. Orders for maintenance service shall not extend beyond the end of the contract period.

2.3 Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice, or shorter notice when agreed to by Xerox; such notice to become effective thirty (30) calendar days from the date on the notification.

However, the ordering activity may extend the original discontinuance date upon written notice to Xerox, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date.

2.4 Annual Funding. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period, or at the end of the contract period, whichever occurs first.

Renewal of a maintenance order citing the new appropriation shall be required, if maintenance is to continue during any remainder of the contract period.

3. Cross-year Funding Within Contract Period.

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Where an ordering activity's specific appropriation authority provides for funds in excess of a 12-month, fiscal year period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years

Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of maintenance service, if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period.

4. Obligation of Funds.

Xerox is not obligated to monitor the use of machines to ensure that billings do not exceed amounts shown on purchase orders. The Government will be responsible for ensuring that adequate funds have been allocated for excess meter usage.

Consequently, the amount of funding shown on any purchase order shall not be binding on Xerox.

5. Loss Or Damage When the Contractor removes equipment to his establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation.

6. Scope Xerox shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term.

Equipment placed under maintenance service shall be in good operating condition and have a valid serial number.

In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by Xerox under Open Market prices, terms and conditions.

Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by Xerox, if the equipment was under Xerox’ guarantee/warranty or maintenance responsibility immediately prior to the effective date of the maintenance order.

If the equipment was not covered by a Xerox Full Service Maintenance Agreement (FSMA), the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the prices, terms and conditions of Xerox’ “then current” commercial “time and Materials” procedures (Open Market item).

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If Xerox, in its sole discretion, cannot maintain the Equipment in good working order during the initial period of assured availability, Xerox shall replace such equipment with the same model or a different model with comparable capabilities. If the unit is replaced with a different model, the FSM rates will be those applicable to the replacement model.

If Xerox cannot maintain an Accessory (for which FSMA pricing is available) in good working order, it shall replace that Accessory but shall have no obligation to replace the Mainframe and/or any Accessory which Xerox determines to be in good working order.

All placement, removal and transportation (except rigging charges) shall be borne by Xerox.

If the Equipment is replaced, the replacement unit is allowed the balance of the initial period of assured availability remaining on the unit replaced. No warranty period shall apply.

7. Liability For Injury Or Damage Xerox shall not be liable for any injury to Government personnel or damage to Government property arising from the use of equipment maintained by Xerox unless such injury or damage is due to the fault or negligence of Xerox.

8. Responsibilities Of The Ordering Activity Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order, unless agreed to by Xerox. Subject to security regulations, the ordering activity shall permit access to the equipment which is to be maintained or repaired. The Government shall provide satisfactory working space around the Equipment for technician repair efforts.

9. Maintenance Rate Provisions Xerox shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity.

10. Regular Hours The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during the period from 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at the ordering activity location.

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11. After Hours After hours service for Equipment covered by a Xerox Full-Service Maintenance Agreement:

“After hours” is defined as time beyond the “Regular Hours”. After Hours service is available in most areas as determined by Xerox local business practices. After hours emergency unscheduled maintenance service will be invoiced at the “then current” Open Market Time and Materials labor rates, which are subject to change without notice.

Parts are not billable on any after-hours service calls for Equipment covered under a Xerox Full-Service Maintenance Agreement.

12. Travel And Transportation If any charge is to apply, over and above the regular maintenance rates, because of the distance between the ordering activity location and Xerox’ service area, the charge will be based on Xerox’ commercial time and materials rates.

13. Invoices And Payments Invoices for maintenance service shall be submitted by Xerox on a post quarterly basis, Payment for maintenance service of less than one month's duration shall be prorated at 1/30th of the monthly rate for each calendar day. In order to calculate proper invoice amounts, agencies shall provide monthly meter readings to Xerox at the end of each month by calling 1-800-894-8405.

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14. Description of FSM Full-Service Maintenance (“FSM”) consists of the repair and/or replacement of parts and sub-assemblies to keep the equipment in good working order.

Normal FSM coverage is five days per week, one shift per day, Monday through Friday, 8:00 a.m. to 5:00 p.m. except national holidays. After hours service beyond these time periods is available in most areas as determined by Xerox local business practices for the following shifts, all of which are Open Market, Off-Contract:

1 shift (1X7) Monday through Sunday 8:00 a.m. to 5:00 p.m.*

2 shifts (2X5) Monday through Friday 8:00 a.m. to Midnight. *

2 shifts (2X7) Monday through Sunday 8:00 a.m. to Midnight. *

3 shifts (3X5) Monday through Friday 12:01 a.m. to Midnight*

3 shifts (3X7) Monday through Sunday 12:01 a.m. to Midnight*

Extended shift coverage, including Weekend Service Coverage, is available in most areas as determined by Xerox local business practice. Xerox will make all reasonable efforts to arrive at the Customer’s site after a customer call within the average targeted response times established by Xerox for the Equipment. Such targeted response time will be provided to the customer upon request.

Terms of Service Coverage Options/Changes in Service Coverage options:

The term of Service Coverage Options will be the same as the original maintenance agreement on the base system.

If service coverage options are added at a later date, the Optional Coverage will expire on the same date as the base system.

15. Downtime Credit If through no fault of the customer the equipment is inoperative due to equipment hardware malfunction for a period of 48 consecutive hours, Xerox shall upon the customer’s written request, grant a billing credit 1/720th of the FSM monthly minimum or base charge for each hour of downtime in excess of 48 consecutive hours until the equipment is returned to good working order

16. Eligibility for Full-Service Maintenance Eligibility is contingent upon equipment being unaltered and in operable condition at time that Xerox accepts a Government Purchase Order and having a valid serial number or other valid identifier. Xerox reserves the right to require refurbishment at Customer’s expense (Open Market Time and Materials) to bring the equipment up to standards.

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17. Assured Maintenance Period of Coverage The Period of Assured Availability of Maintenance for newly purchased equipment is a minimum of five (5) years from the equipment installation date.

Past Purchase Installations. If the equipment has been previously purchased and has not been subject to FSM continually from the date of Warranty Expiration or installation, FSM shall commence on the first day of the month following inspection of the equipment by Xerox, and its determination that the equipment meets Xerox standards for FSM coverage. If Xerox determines after inspection that such equipment does not meets its FSM coverage standards, any necessary repair will be performed on a Time and Materials basis at Customer expense (Open Market item). The Period of Assured FSM Availability shall commence upon Xerox acceptance and shall continue for Three (3) years.

Maintenance agreement coverage for digital front ends, controllers, software and other components manufactured by third parties will be made available provided that such third-party manufacturers are still making comprehensive support and/or parts available to Xerox.

The availability of a maintenance agreement under this program is subject to the following: (a) the equipment must be running the current releases of software and (b) the equipment must have been continuously maintained by Xerox (or be in a condition that Xerox determines to be comparable to equipment continuously maintained by Xerox).

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SERVICES AND SOLUTIONS

AGREEMENT SIN “NEW”

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. 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. For California locations, you will legally dispose of all hazardous wastes generated from use of Third-Party Hardware or supplies.

3. ORDERS.

a. Services and Deliverables provided by Xerox will be set forth in one or more

Purchase Orders (“PO”) which will be mutually agreed upon and signed by the Customer and which will specify Customer’s requested shipment date, installation site, quantities, price, bill-to address, services description and term, and applicable Trade-In Equipment. (Any Trade-In Equipment must be specifically identified as an Open Market Item.) Such Purchase Orders shall incorporate and be subject solely to the terms and conditions of this Special Item Number NEW, notwithstanding anything contained in any such Purchase Order at variance with or in addition to the terms of SIN NEW. Any Customer-issued Purchase Order shall be an individual order (“Order”) hereunder and, irrespective of its form, must reference the Xerox GSA Schedule contract number and Special Item Number NEW .

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”).

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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. The term of each PO hereunder shall be set forth in the Order, and shall continue for the term stated; however, if the Government elects to terminate at any time prior to the expiration of the stated term, 30 days prior written notice is required.

b. If, after the expiration of the Order’s stated term, the Customer wishes to extend the period of performance under the same terms and conditions as the Order, the Customer shall issue a PO specifying the length of the extension period.

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. Xerox is an independent contractor hereunder.

6. RESERVED

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, Open Market Items, monthly equipment component amounts, amounts being 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 in accordance with the Prompt

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Payment Act. 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 and removal charges for Equipment and Third-Party Hardware and you are responsible for any non-standard delivery and removal charges.

b. T TAXES Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The contractor shall state separately on its invoices taxes excluded from the contract price, and the Government agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption.

See FAR clauses 52.229-1 State and Local Taxes; 52.229-3 Federal, State, and Local Taxes, which are incorporated by, reference.

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 and staples (“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. RESERVED

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, and information specifically identified as Confidential and/or Proprietary in 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, Information Technology Equipment and Services 21 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.