IT-70 - Lexmark International, Inc. - GS35F0789J

Lexmark International, Inc.

www.lexmark.com/federal

GSA Schedule 70

GS-35F-0789J

January 26, 2017 Authorized Information Technology

Schedule Pricelist Through Modification No. PS-0503 effective June 20, 2018

AUTHORIZED FEDERAL ACQUISITION SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT,

SOFTWARE AND SERVICES

SIN 132-3 Leasing of Products

FSC Class W070

LEASE OR RENTAL OF EQUIPMENT – ADP EQUIPMENT/SOFTWARE/SUPPLIES/SUPPORT EQUIPMENT

· Lease of Products

SIN 132-8 Purchase of Equipment

FSC Class 7025

INPUT/OUTPUT AND STORAGE DEVICES

· Printers

NOTE: Installation must be incidental to, in conjunction with and in direct support of the products sold under SIN 132-8 of this contract and cannot be purchased separately. If the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply. In applying the Davis-Bacon Act, ordering activities are required to incorporate wage rate determinations into orders, as applicable.

SIN 132-12 Maintenance of Equipment

FPDS Code J070 Maint/Repair/Rebuild of Equipment – ADP Equipment/Software/Supplies/Support Equipment

· Maintenance

SIN 132-33 Perpetual Software Licenses

FSC Class 7030 ADP Software

SIN 132-34 Maintenance of Software as a Service

FPDS Code J070 Maint/Repair/Rebuild of Equipment – ADP Equipment/Software/Supplies/Support Equipment

· Maintenance of Software

SIN 132-51 Information Technology Professional Services

FPDS Code D301 IT Facility Operation and Maintenance

FPDS Code D302 IT Systems Development Services

FPDS Code D306 IT Systems Analysis Services

FPDS Code D307 Automated Information Systems Design and Integration Services

FPDS Code D308 Programming Services

FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

Note 1:

All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

Note 2:

Offerors and Agencies are advised that the Group 70 – Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services.

Note 3:

This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performed by the publisher or manufacturer or one of their authorized agents.

SIN 132-99 New IT Services and Products

FPDS Code 7010 …………….....New IT Services and Products

Lexmark International, Inc.

901 New York Avenue Suite 420 Washington, D.C. 20001 202-378-9001 Fax 202-378-9041 http://www.lexmark.com/federal Contract Number: GS-35F-0789J

Period Covered By Contract:

September 29, 1999 through September 28, 2019 General Services Administration

Federal Acquisition Service

TABLE OF CONTENTS

Section Page

Customer Information Terms and Conditions Applicable to Leasing of General Purpose Commercial Information Technology Products (Special Item Number 132-3)

Terms and Conditions Applicable to Purchase of General Purpose Commercial Information Technology Equipment

(Special Item Number 132-8)

Terms and Conditions Applicable to Maintenance for Government-Owned General Purpose Commercial Information Technology Equipment (After Expiration of Guarantee/Warranty Provisions and/or When Required Service is not Covered by Guarantee/Warranty Provisions) (Special Item 132-12)

Terms and Conditions Applicable to Perpetual Software Licenses (Special Item Number 132-33) and Maintenance of Software (Special Item Number 132-34) Terms and Conditions Applicable to Information Technology (IT) Professional Services (Special Item Number 132-51) Information Technology Services Descriptions Terms and Conditions Applicable to Introduction of New IT Services and Products (Special Item Number 132-99) Lexmark Services Agreement

Managed Print Services Pricing

USA Commitment to Promote Small Business Participation Procurement Programs Suggested Formats for Blanket Purchase Agreements Basic Guidelines for Using Contractor Team Arrangements Authorized Government Resellers

CUSTOMER INFORMATION

1a.

TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN

DESCRIPTION

132-3 Leasing of Products 132-8 Purchase of New Equipment 132-12 Equipment Maintenance

132-51 Information Technology Professional Services 132-99 Managed Print Services 1b.

LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: N/A

(Government net price + IFF based on a unit of one)

1c.

HOURLY RATES: SEE IT Professional Labor Categories and Rates under SIN 132-51 2.

MAXIMUM ORDER*:

132-3 Leasing of Products - $500,000

132-8 Purchase of New Equipment - $500,000 132-12 Equipment Maintenance - $500,000 132-51 Information Technology Professional Services - $500,000

132-99 Managed Print Services - $500,000 3.

MINIMUM ORDER: $100

4.

GEOGRAPHIC COVERAGE: Domestic and Overseas Delivery 5.

POINT(S) OF PRODUCTION:

Lexmark International, Inc.

Lexmark Order Management Center

740 West New Circle Road, Bldg. 1

Lexington, KY 40550

6.

DISCOUNT FROM LIST PRICES: Prices shown herein are Net (discounts deducted).

7.

QUANTITY DISCOUNT: N/A

8.

PROMPT PAYMENT TERMS: 0%, Net 30 9.a Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9.b Government Purchase Cards are accepted above the micro-purchase threshold.

10.

FOREIGN ITEMS: N/A

11a.

TIME OF DELIVERY:

SPECIAL ITEM NUMBER

DELIVERY TIME (Days ARO)

132-3

As Negotiated Between Contractor and

Ordering Agency

132-8 30 Days

132-12

132-51

132-99

As Negotiated Between Contractor and Ordering Agency 11b.

EXPEDITED DELIVERY: Quicker delivery times than those set forth in paragraph (a) above are available from the Contractor or its Authorized Government Reseller based on the availability of product inventory. Delivery times of 1-30 days for all products and after receipt of order (ARO) are available, as negotiated between the Ordering Activity and the Contractor.

11c.

OVERNIGHT AND 2-DAY DELIVERY: When schedule customers require overnight or 2-day delivery, ordering activities are encouraged to contact the Contractor or Authorized Government Resellers for the purpose of obtaining accelerated delivery. The Contractor provides overnight and 2-day delivery times subject to the availability of product inventory. The Contractor shall pay for shipment, with freight prepaid and invoiced. Authorization must be included on the ordering activity order for products.

11d.

URGENT REQUIRMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

12.

FOB POINT: Destination for the 48 contiguous states

Point of Exportation for all other overseas locations. In place of a delivery/installation date for equipment, a shipping date shall be specified on the order. The Contractor shall pay for shipment to a CONUS APO/FPO or designated Point of Exportation as appropriate. At the option of the ordering activity, F.O.B. will be Point of Origin, with freight prepaid and invoiced. Authorization for all shipping, export, and other charges must be included on the ordering activity order. Where sales are through an overseas distributor transportations charges may not apply.

13a.

ORDERING ADDRESS:

Lexmark International, Inc.

Lexmark Order Management Center

740 West New Circle Road, Bldg. 1

Attn: Customer Management Center (CMC)

Lexington, KY 40550

800-258-8575 Ext 83861 or 859-232-3006 Ext 83861

800-332-9539 (fax) or 859-232-3557 (fax)

Or/ (For 132-8, 132-12 only)

Lexmark International, Inc.

Lexmark Order Management Center c/o Authorized Government Reseller

740 West New Circle Road, Bldg. 1

Attn: Customer Management Center (CMC)

Lexington, KY 40550

Attn: GSA Order Entry Department

Technical Assistance

(859) 232-3000

(800) LEXMARK

Ordering Assistance

(800) 258-8575 Ext 83303

(859) 232-3006 Ext 83303

13b.

ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3

14.

PAYMENT ADDRESS:

Lexmark International, Inc.

P.O. Box 96612

Chicago, IL 60693-6612

15. WARRANTY PROVISION: SEE SIN specific Terms and Conditions 16.

EXPORT PACKING CHARGES: N/A

17.

TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: N/A

18.

TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE):

The terms and conditions of this contract shall apply to all orders for maintenance, repair of equipment and IT services in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

a.

Orders will be subject to F.O.B. terms set forth in paragraph 12 above.

b.

All orders will be accepted by the Contractor on a case-by-case basis only.

c.

In place of a delivery date for equipment, a shipping date shall be specified on the order through Contractor’s authorized International service providers.

d.

The contractor’s International Service Providers agrees to promptly ship equipment, ready for use.

e.

Contractor’s authorized International Service providers may not provide warranties on the product or provide repair services. (Call Contractor for the International Service Provider nearest to your ordering activity and warranty and service terms and conditions applicable to that country.)

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract (Purchase, Repair Service and IT Professional Services).

19.

TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): SEE SIN specific Terms and Conditions 20.

TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A 20a.

TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): SEE SIN specific Terms and Conditions 21.

LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): SEE SIN specific Terms and Conditions

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): SEE Authorized Government Resellers Listing When Authorized Dealers are allowed by the Contractor to bill ordering activities and accept payment, the order and/or payment must be in the name of the Contractor, in care of the Authorized Dealer.

23.

PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a.

SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b.

Section 508 Compliance for EIT: If applicable, Section 508 compliance information on the supplies and services in this contract are available at the following:

http://federal.lexmark.com/corporate/section_508_compliance.html

25.

DUNS NUMBER: 806752028

26.

NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM) REGISTRATION DATABASE: Registration valid.

TERMS AND CONDITIONS APPLICABLE TO LEASING OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLGY PRODUCTS (SPECIAL ITEM NUMBER 132‑3)

LEASE TYPES

The ordering activity will consider proposals for the following lease types:

Lease to Ownership, Lease with Option to Own, and

Step Lease.

Orders for leased products must specify the leasing type.

OPTION 2

To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a lease including option years, while at the same time including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity’s financial obligation including any potential charges for early end of the lease.

1.

LEASING PRICE LIST NOTICE:

Contractors must include the following notice in their contract price list for SIN 132-3:

“The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions prior to ordering and obligating funding for a lease.”

2.

STATEMENT OF ORDERING ACTIVITY INTENT:

The ordering activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order (the “Lease Term”). In that regard, the ordering activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering activity's intent to fulfill that agreement, including acquiring products for the period of time specified in the order. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction.

Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request information from the ordering activity concerning the essential use of the products.

3.

LEASE TERM:

The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product’s published specifications and statement of work. Acceptance shall be in accordance with the terms of the contract or as otherwise negotiated by the ordering activity and the Contractor.

Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR 32.703‑3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years as long as the initial base period or each option period does not exceed a 12 month period. Defense agencies must also consider DOD FAR supplement (DFAR) 232.703-3(b) in determining whether to use cross fiscal year funding. This cross fiscal year authority does not apply to multi-year leases.

The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the ordering activity exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis.

Where an ordering activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstance.

4.

LEASE TERMINATION:

The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein.

(1) The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity’s contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience in accordance with FAR 52.212-4 paragraphs (l) and (m).

(2) The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order’s Termination Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement.

Termination for Convenience of the ordering activity. Leases entered into under this option may not be terminated except by the ordering activity’s contracting office responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the Ordering Activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the Ordering Activity must be reasonable and may not exceed the sum of the fiscal year’s payment obligations less payments made to date of termination plus the Termination Ceiling.

Termination for Non-Appropriation. The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make all payment for the lease Term will be available to the ordering activity. Therefore, it is unlikely that leases entered into under this option will terminate prior to the full Lease Term. Nevertheless, the ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph if (a) it no longer has a bona fide need for the product or functionally similar product; or (b) there is a continuing need, but adequate funds have not been made available to the ordering activity in an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for non-appropriation shall be provided to the Contractor upon request.

Termination Charges. At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the ordering activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term.

At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section.

LEASE PROVISIONS COMMON TO ALL TYPES

OF LEASE AGREEMENTS

ORDERING PROCEDURES:

When an ordering activity expresses an interest in leasing a product(s), the ordering activity will provide the following information to the prospective Contractor:

Which product(s) is (are) required.

The required delivery date.

(3) The proposed lease plan and term of the lease.

(4) Where the product will be located.

(5) Description of the intended use of the product.

(6) Source and type of appropriations to be used.

The Contractor will respond with:

Whether the Contractor can provide the required product.

The estimated residual value of the product (Lease with Option to Own and Step Lease only).

The monthly payment based on the rate.

The estimated cost, if any, of applicable State or local taxes. State and local personal property taxes are to be estimated as separate line items in accordance with FAR 52.229-1, which may be identified and added to the monthly lease payment.

(5) A confirmation of the availability of the product on the required delivery date.

(6) Extent of warranty coverage, if any, of the leased products.

(7) The length of time the quote is valid.

The ordering activity may issue a delivery order to the Contractor based on the information set forth in the Contractor’s quote. In the event that the ordering activity does not issued a delivery order within the validity period stated in the Contractor’s quote letter, the quote shall expire.

ASSIGNMENT OF CLAIMS:

GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.804-5. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803.

PEACEFUL POSSESSION AND UNRESTRICTED USE:

In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity.

COMMENCEMENT OF LEASE:

The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified in the order.

5.

INSTALLATION AND MAINTENANCE:

Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source. The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased.

When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this contract apply. The rates and terms and conditions in effect at the time the order is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties.

6.

MONTHLY PAYMENTS:

Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price.

The interest rate used to calculate the monthly Lease Payment shall be calculated by adding five and one quarter percent (5.25%) to the U.S. Treasury rate set forth in Federal Reserve Statistical release H.15 most closely corresponding to the Lease Term selected. If no corresponding term is available, the interest rate may be interpolated from the reported terms. The U.S. Treasury rate shall be the rate on the most recent date of ordering activity prior to the date of the Contractor Acceptance as published by the Federal Reserve Bank on their internet web site:

(http://federalreserve.gov/releases/H15/current/)

For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 6.b. above.

The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to date of transfer of ownership, whichever is less.

NOTE: At the order level, ordering activity may elect to obtain a lower rate for the lease by setting the purchase option price as either, the fair market value of the product or unamoritized principle. The methodology for determining lump sum payments may be identified in the pricelist.

The point in time when monthly rates are established is subject to negotiation and evaluation at the order level.

In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one‑time lump sum payment.

7.

LEASE END/DISCONTINUANCE OPTIONS:

Upon the expiration of the Lease Term, Termination for Convenience, or Termination for NonAppropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either:

to purchase the product for the residual value of the product, or to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed.

Relocation. The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. Ordering Activity shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or it's assigns.

Returns.

Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment in accordance with manufacturer's specifications and return the products to Contractor at the location specified by Contractor in the continental US, in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the products to good working order shall be at ordering activity's expense.

The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if the condition of the product exceeds normal wear and tear.

Product will be returned in accordance with the terms of the contract and in accordance with Contractor instruction.

With respect to software, the ordering activity shall state in writing to the Contractor that it has:

(a.)

deleted or disabled all files and copies of the software from the equipment on which it was installed;

(b.)

returned all software documentation, training manuals, and physical media on which the software was delivered; and

(c.)

has no ability to use the returned software.

8.

UPGRADES AND ADDITIONS:

The ordering activity may affix or install any accessory, addition, upgrade, product or device on the product ("additions") provided that such additions:

can be removed without causing material damage to the product;

do not reduce the value of the product; and are obtained from or approved by the Contractor, and are not subject to the interest of any third party other than the Contractor.

Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which:

were not leased from the Contractor, and are readily removable without causing material damage or impairment of the intended function, use, or value of the product, and restore the product to its original configuration.

Any additions that are not so removable will become the Contractor's property (lien free).

Leases of additions and upgrades must be co-terminus with that of the product.

9.

RISK OF LOSS OR DAMAGE:

The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation.

10.

TITLE:

During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided in this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The ordering activity shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of an Lease To Ownership or has otherwise paid the applicable purchase option price.

11.

TAXES:

The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the product furnished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1, State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax.

NOTE: For each individual order, Contractor may propose additional terms and conditions (regarding SIN 132‑3) for billings, payments, and/or invoices, as long as they are consistent with terms and conditions specified elsewhere.

OPTION TO PURCHASE EQUIPMENT (FEB 1995) (FAR 52.207-5):

7.404a.

The Government may purchase the equipment provided on a lease or rental basis under this contract. The Contracting Officer may exercise this option only by providing a unilateral modification to the Contractor. The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the contract, including any extensions thereto.

Except for final payment and transfer of title to the Government, the lease or rental portion of the contract becomes complete and lease or rental charges shall be discontinued on the day immediately preceding the effective date of purchase specified in the unilateral modification required in paragraph (a) of this clause.

The purchase conversion cost of the equipment shall be computed as of the effective date specified in the unilateral modification required in paragraph (a) of this clause, on the basis of the purchase price set forth in the contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this contract.

The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the equipment under any previous Government contract if the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be “continuous rental.”

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (SPECIAL ITEM 132-8)

MATERIAL AND WORKMANSHIP:

All equipment furnished hereunder must satisfactorily perform the function for which it is intended.

All equipment furnished hereunder comply with the Warranty of Merchantability outlined in (FAR 12.404(a)(1)).

NEW MATERIALS. Within the scope of this contract, “newly manufactured equipment” means newly assembled equipment which may contain some reprocessed components that meet new component test standards, and comply with product performance and reliability specifications (FAR 11.001).

ORDER:

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPA’s, telephone orders are permissible.

TRANSPORTATION OF EQUIPMENT:

FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract.

INSTALLATION AND TECHNICAL SERVICES:

INSTALLATION. Installation and de-installation are available from the Contractor outside the scope of this contract. Most equipment provided under this contract is considered normally to be self-installable.

INSPECTION/ACCEPTANCE:

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price. The ordering activity must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

WARRANTY:

PRINTERS: The Contractor will furnish all maintenance, machine adjustments, repairs and parts free of charge for a period of 1 (one) year or 2 (two) years as set forth per product in the Equipment Pricelist.

SUPPLIES. Warranty periods vary per item. From the date of purchase, items fall under a 90 day, 1 year or Lifetime warranty. Refer to the Contractor’s Schedule pricelist for the specified warranty period per item.

If the product is found to be defective in material or workmanship, it will be exchanged, or repaired at Contractor’s option, with no additional charge. Customer must return the product, along with proof of purchase, to the place of original purchase. Contractor will pay return shipping charges within the United States and Puerto Rico. Character or page yield is not covered by warranty service as it is influenced by customer application, printer contrast settings, operating environment, printer condition and paper type.

Lifetime warranty does not apply to cartridges which have been refilled or to those which are empty as a result of normal use. (For Prebate toner cartridges after the initial use, the empty cartridge is to be returned to Lexmark or discarded only.)

The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

Inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant at the following address:

Lexmark International, Inc.

740 New Circle Road, Bldg. 046-1

Lexington, KY 40511

Attn: LexExpress

PURCHASE PRICE FOR ORDERED EQUIPMENT:

The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less.

RESPONSIBILITIES OF THE CONTRACTOR:

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer.

TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT:

When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in FPMR 41 CFR part 101-46.

TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE FOR GOVERNMENT-OWNED GENERAL PURPOSE INFORMATION TECHNOLOGY EQUIPMENT (AFTER EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEE/ WARRANTY PROVISIONS)

(SPECIAL ITEM 132-12)

SERVICE AREAS:

The maintenance rates listed herein as LexOnSite Repair are applicable to any ordering activity location within a 50 mile radius of the Contractor's service points. If any additional charge is to apply because of the greater distance from the Contractor's service locations, the mileage rate or other distance factor shall be stated in paragraphs 7 of this Special Item Number 132-12.

When repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below:

Lexmark International, Inc.

740 New Circle Road, Bldg. 046-1

Lexington, KY 40511

Attn: LexExpress

MAINTENANCE ORDERS:

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 132-12). 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 the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor.

The Contractor shall honor orders for maintenance for the duration of the contract period or a lessor period of time, for the equipment shown in the pricelist. Maintenance shall commence on a mutually agreed upon date, which will be written into the 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 shall not extend beyond the end of the contract period.

c. During the initial warranty period, the customer may choose to purchase Contractor’s Extended Warranty.

Purchase prices for Extended Warranty are listed in the Authorized Information Technology Pricelist in the section titled “Maintenance Pricelist”. Maintenance coverage under the Contractor’s Extended Warranty options are as follows:

(1) Advanced Exchange. (Formerly LexExpress). Customer calls Contractor’s Technical Support Center at 1-800-LEXMARK or (859) 232-3000 between 9:00 a.m. and 9:00 p.m., (est) Monday through Friday and between 12:00 noon and 6:00 p.m. (est) Saturday and Sunday, exclusive of holidays observed at the ordering activity location or by the Contractor. Contractor’s technician will first try to resolve problem by phone. Contractor will then ship exchange printer air express same or next business day. Customer swaps defective printer with exchange printer and courier service picks up defective printer and ships to Contractor at the following address: Lexmark International, Inc., 740 New Circle Road, Bldg. 046-1, Lexington, KY 40511. Contractor pays all shipping charges.

(2) LexOnSite Repair. Customer calls Contractor’s Technical Support Center at 1-800-LEXMARK between 9:00 a.m. and 9:00 p.m., (est) Monday through Friday and between 12:00 noon and 6:00 p.m. (est) Saturday and Sunday, exclusive of holidays observed at the ordering activity location or by the Contractor. Contractor’s technician will first try to resolve problem by phone. Contractor’s technician will then be dispatched to customer site the next business day with parts.

(3) LexOnSite Exchange. CONUS Customer calls Contractor’s Technical Support Center at 1-800-LEXMARK between 9:00 a.m. and 9:00 p.m., (est) Monday through Friday between 12:00 noon and 6:00 p.m. (est) Saturday and Sunday, exclusive of holidays observed at the ordering activity location or by the Contractor. Contractor’s technician will first try to resolve problem by phone. Contractor will then ship replacement printer air express and dispatches technician to customer site next business day to exchange printers and options, and pack defective printer for courier pick-up/return to Contractor.

(4) LexExpress Repair and Return. Customer calls Contractor’s Technical Support Center at 1-800-LEXMARK between 9:00 a.m. and 9:00 p.m., (est) Monday through Friday and between 12:00 noon and 6:00 p.m. (est) Saturday and Sunday, exclusive of holidays observed at the ordering activity location or by the Contractor. Contractor’s technician will first try to resolve problem by phone. If the customer’s problem cannot be resolved over the phone and printer is under an extended warranty contract, Contractor will arrange repair and return of the printer.

(5) 7x24 Next Day Response service may be available by the Contractor outside the scope of this contract.

(6) 7x24 Same Day Response service may be available by the Contractor outside the scope of this contract.

(7) Lexmark Worldwide Warranty Service. Contractor International Warranty may be available by the Contractor outside the scope of this contract.

(8) Lexmark Service Support may be available for HP and non-Lexmark printers for a charge outside the scope of the contract.

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.

Cross-year Funding Within Contract Period. 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.

f.

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.

LOSS OR DAMAGE:

When the ordering activity returns equipment to the Contractor’s establishment for depot repairs, the ordering activity shall be responsible for any damage or loss from the time the equipment is removed from the ordering activity installation until it is received at the Contractor’s facility. The Contractor shall only be responsible for any loss or damage while the equipment is at the Contractor’s facility until the equipment is returned to such ordering activity installation.

SCOPE:

The Contractor 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.

(1) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity.

(2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor's guarantee/warranty responsibility prior to the effective date of the maintenance order.

(3) If the equipment was not under the Contractor's responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number 132-12 (or outside the scope of this contract).

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 the Contractor.

Subject to security regulations, the ordering activity shall permit access to the equipment which is to be maintained or repaired.

For equipment not covered by a maintenance contract or warranty, the Contractor's repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done by the next business day after notification.

INVOICES AND PAYMENTS:

Invoices for maintenance shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

END USER LICENSE AGREEMENTS (EULA) / TERMS OF SERVICE (TOS) AGREEMENT REQUIREMENTS

The Contractor has provided the Enterprise User License Agreements in an editable format.

3.

GUARANTEE/WARRANTY

a.

Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.

b.

The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

c.

Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number _______________ for the purpose of providing user assistance and guidance in the implementation of the…