Agenda packet

Rancho Cucamonga City Council
August 19, 2026

Document: Agenda packet
Meeting: August 19, 2026
Body: Rancho Cucamonga City Council
Pages: 22,009,999
Original file: 190.7 MB

Text extracted from the city's file for reading and search. Open the original on ranchocucamonga.primegov.com. That file is the official record.

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1 04/10/19
Addendum A: Scope of Processing Data
This Addendum is part of the Appendix GDPR and includes details of the processing of Data as required by the Agreement.

1. Processor is processing Data on behalf of the Controller for purposes of the performance of Services described in this Agreement. Data shall be processed for the duration of the term of this Agreement, except as otherwise specifically set forth herein.

2. The purposes(s) of the processing of Data to be carried out by the Processor on behalf of the Controller includes:

3. The Data to be processed by the Processor on behalf of the Controller in the performance of Services includes the followingIf the Processor becomes aware that additional personal data not identified above has been received from the Controller, the Processor shall immediately notify the Controller.

4. The Data to be processed by the Processor on behalf of the Controller in the performance of Services relates to the following categories of data subjects

5. Controller authorizes the Processor to subcontract the following processing activities to the following Subprocessors: NONE

6. Other than to the United States as may be required for the performance of Services, and for which the Controller has a lawful basis to transfer the Data to the United States pursuant to GDPR, the Processor may transfer Data to the following countries outside of the EEA: NONE

Page 996688 ends

1 04/10/19
Addendum B: Standard Contractual Clauses
Commission Decision C(2004)5721
SET II
Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)
Data transfer agreement
between
Xerox Corporation....................................................................................................(name) [ENTER ADDRESS] ...............................................................................................(address and country of establishment) hereinafter “data exporter”
and
The Regents of the University of California
[ENTER ADDRESS] ...............................................................................................(address and country of establishment) hereinafter “data importer”
each a “party”; together “the parties”.

Definitions
For the purposes of the clauses:
a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established); b) “the data exporter” shall mean the controller who transfers the personal data; c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

Page 996699 ends

2 04/10/19
I. Obligations of the data exporter
The data exporter warrants and undertakes that:
a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses. c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established. d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time. e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

II. Obligations of the data importer
The data importer warrants and undertakes that:
a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected. b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.
c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws. d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.
e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e). f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage). g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours.

The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

Page 997700 ends

3 04/10/19
h) It will process the personal data, at its option, in accordance with:
i. the data protection laws of the country in which the data exporter is established, or ii. the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or
iii. the data processing principles set forth in Annex A.

Data importer to indicate which option it selects: Annex A ..................................................................

Initials of data importer: [COMPLETE] ................................................................................................. ; i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and i. the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or
ii. the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or
iii. data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or
iv. with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer
III. Liability and third party rights
a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law. b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

IV. Law applicable to the clauses
These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

Page 997711 ends

4 04/10/19
b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes. c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination
a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated. b) In the event that:
i. the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);
ii. compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
iii. the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
iv. a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
v. a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs
then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses. c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses
The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer
The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

Page 997722 ends

5 04/10/19
Dated: .......................................................... [FOR DATA IMPORTER [FOR DATA EXPORTER
..................................................................... ............................................................................... ..................................................................... ] ............................................................................... ]

Page 997733 ends

6 04/10/19

ANNEX A

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:
a) i. such decisions are made by the data importer in entering into or performing a contract with the data subject, and
ii. the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.
or
b) where otherwise provided by the law of the data exporter.

Page 997744 ends

7 04/10/19

ANNEX B

DESCRIPTION OF THE TRANSFER
(To be completed by the parties)
Data subjects
The personal data transferred concern the following categories of data subjects:

See Addendum A: Scope of Processing Data, Section 4.

Purposes of the transfer(s)
The transfer is made for the following purposes:

See Addendum A: Scope of Processing Data, Sections 1 and 2.

Categories of data
The personal data transferred concern the following categories of data:

See Addendum A: Scope of Processing Data, Section 3.

Recipients
The personal data transferred may be disclosed only to the following recipients or categories of recipients:

See Addendum A: Scope of Processing Data, Section 5. If applicable, Data importer may also transfer to the data to the following types of recipients:[TO BE COMPLETED BY BUYER]
…………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………
………………………………………………………………………………………
Sensitive data (if appropriate)
The personal data transferred concern the following categories of sensitive data:

See Addendum A: Scope of Processing Data, Section 3. …
Data protection registration information of data exporter (where applicable) [TO BE COMPLETED BY SUPPLIER]
…………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………
………………………………………………………………………………………………
Additional useful information (storage limits and other relevant information) The data will be protected as set forth in the Agreement. [ADD ADDITIONAL TERMS AS REQUESTED BY SUPPLIER.] …………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………
………………………………………………………………………………………………
Contact points for data protection enquiries
Data importer Data exporter
[ADD PRIVACY OFFICER CONTACT] [TO BE COMPLETED BY SUPPLIER] ……………………………………………… …………………………………………………
……………………………………………… …………………………………………………
……………………………………………… …………………………………………………

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WKŽƌ/ŶǀŽŝĐĞͬƌĞĚŝƚDĞŵŽƚƌĂŶƐŵŝƐƐŝŽŶǁŝůůŽŶůǇďĞĂůůŽǁĞĚĂƚƚŚĞĚŝƐĐƌĞƚŝŽŶŽĨĞĂĐŚhŶŝǀĞƌƐŝƚǇůŽĐĂƚŝŽŶ͘ ƐƵƉƉůŝĞƌ͛ƐWƵŶĐŚͲŽƵƚƐŝƚĞ;ŝĨĂƉƉůŝĐĂďůĞͿǁŝůůƉĞƌŵŝƚ͗;ĂͿhƐĞƌƐƚŽĂĐĐĞƐƐƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞǁŚĞŶĂhƐĞƌƐĞůĞĐƚƐƚŚĞ WƵŶĐŚͲŽƵƚĂƚĂůŽŐ͖;ďͿ^ƵƉƉůŝĞƌƐŝƚĞƚŽƐĞŶĚďĂĐŬƵƐĞƌƐĞůĞĐƚĞĚŝƚĞŵƐƚŽ>ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͖;ĐͿhƐĞƌƚŽ ĐƌĞĂƚĞĂŶKƌĚĞƌ ƚŚƌŽƵŐŚ ƚŚĞ >ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚ ƐǇƐƚĞŵ͖ĂŶĚ ;ĚͿhĞWƌŽĐƵƌĞŵĞŶƚ ƐǇƐƚĞŵƐ ƚŽ ĨŽƌǁĂƌĚĂŶ KƌĚĞƌƚŽ^ƵƉƉůŝĞƌĨŽƌĐŽŶĨŝƌŵĂƚŝŽŶĂŶĚKƌĚĞƌƉƌŽĐĞƐƐŝŶŐĂůŽŶŐǁŝƚŚKƌĚĞƌƐƚĂƚƵƐŝŶƋƵŝƌǇ͘ ^ƵƉƉůŝĞƌŵƵƐƚďĞĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞŽƌĚĞƌƐĂŶĚŝŶǀŽŝĐĞƐĨŽƌŵƵůƚŝƉůĞhůŽĐĂƚŝŽŶƐƐŚĂƌŝŶŐĂƐŝŶŐůĞĞWƌŽĐƵƌĞŵĞŶƚ ƉůĂƚĨŽƌŵ͘^ƵƉƉůŝĞƌŵƵƐƚďĞĂďůĞƚŽŝĚĞŶƚŝĨǇƚŚĞWƵŶĐŚͲŽƵƚƐĞƐƐŝŽŶĂŶĚƚƌĂŶƐŵŝƚƚĞĚWKĂƐďĞŝŶŐĨƌŽŵƚŚĞŝŶĚŝǀŝĚƵĂů ůŽĐĂƚŝŽŶƐ͘/ĨƉƌŽǀŝĚŝŶŐĂWƵŶĐŚͲŽƵƚĐĂƚĂůŽŐ͕^ƵƉƉůŝĞƌŵƵƐƚďĞĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞŵƵůƚŝƉůĞhůŽĐĂƚŝŽŶƐŽŶĂƐŝŶŐůĞ ƉůĂƚĨŽƌŵƵƐŝŶŐĂƐŝŶŐůĞWƵŶĐŚͲŽƵƚƐŝƚĞ͕ƵŶůĞƐƐƌĞƋƵĞƐƚĞĚŽƚŚĞƌǁŝƐĞďǇh͘ ;ďͿDĂŝŶƚĞŶĂŶĐĞŽĨ,ŽƐƚĞĚĂŶĚWƵŶĐŚͲŽƵƚĂƚĂůŽŐƐ͘
^ƵƉƉůŝĞƌ ǁŝůů ƉƌŽǀŝĚĞ ŝƚƐ ĂƚĂůŽŐ;ƐͿ ƚŽ h ŝŶ Ă ĨŝůĞ ĨŽƌŵĂƚ ƚŚĂƚ ǁŝůů ŝŶƚĞƌĨĂĐĞ ƐĞĂŵůĞƐƐůǇ ǁŝƚŚ h͛Ɛ ĞWƌŽĐƵƌĞŵĞŶƚ ƐǇƐƚĞŵƐ͘dŚĞƐĞĂƚĂůŽŐĨŝůĞƐǁŝůůďĞŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚĞĂĐŚh>ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͘ hŵĂŬĞƐŶŽŐƵĂƌĂŶƚĞĞŽĨĂ'Ž>ŝǀĞ^ĐŚĞĚƵůĞĨŽƌĞƐƚĂďůŝƐŚŵĞŶƚŽĨĂŶĞǁĐĂƚĂůŽŐ^ǇƐƚĞŵǁŝĚĞ͕ĂƐĞĂĐŚ>ŽĐĂƚŝŽŶŝƐĂ ƐĞƉĂƌĂƚĞĞŶĂďůĞŵĞŶƚĂŶĚƐƵďũĞĐƚƚŽƌĞƐŽƵƌĐĞĂǀĂŝůĂďŝůŝƚǇ͘dŝŵĞůŝŶĞƐǁŝůůďĞĞƐƚŝŵĂƚĞĚĂŶĚĂĚũƵƐƚĞĚďǇhĂƐŶĞĞĚĞĚ ĨŽƌĐŽŶĐƵƌƌĞŶƚŝŵƉůĞŵĞŶƚĂƚŝŽŶƐ͘
&Žƌ,ŽƐƚĞĚĂƚĂůŽŐƐ͕^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞhǁŝƚŚƵƉĚĂƚĞĚǀĞƌƐŝŽŶƐŽĨƚŚĞĂƚĂůŽŐĨŝůĞǁŝƚŚ͕ĂƚĂŵŝŶŝŵƵŵ͕ĨƵůů ĚĞƐĐƌŝƉƚŝŽŶƐĂŶĚŝŵĂŐĞƐƚŚĂƚ^ƵƉƉůŝĞƌĐƵƌƌĞŶƚůǇƵƚŝůŝǌĞƐĨŽƌŝƚĞŵƐŽĨĨĞƌĞĚŝŶŝƚƐƉƌŽƉƌŝĞƚĂƌǇǁĞďƐŝƚĞƐĂŶĚWƵŶĐŚͲŽƵƚ ĂƚĂůŽŐƐ͘dŚĞƉĂƌƚŝĞƐǁŝůů ƵƉĚĂƚĞĞĂĐŚŽƚŚĞƌƌĞŐĂƌĚŝŶŐĞŽŵŵĞƌĐĞƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂƐŶĞĞĚĞĚĨƌŽŵƚŝŵĞƚŽƚŝŵĞ͘ ^ƵƉƉůŝĞƌŵƵƐƚŶŽƚŝĨǇh͛ƐŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌĂƚůĞĂƐƚƚŚƌĞĞ;ϯͿǁĞĞŬƐŝŶĂĚǀĂŶĐĞŽĨƚŚĞƉƌŽƉŽƐĞĚ'Ž>ŝǀĞĂƚĞ ŝĨŝƚǁŝůůďĞƌĞƋƵĞƐƚŝŶŐĂĚĚŝƚŝŽŶƐ͕ĚĞůĞƚŝŽŶƐ͕ŽƌŵŽĚŝĨŝĐĂƚŝŽŶƐƚŽƚŚĞĂƚĂůŽŐƐ͘ĨƚĞƌƐƵĐŚĂĚǀĂŶĐĞŶŽƚŝĨŝĐĂƚŝŽŶ͕^ƵƉƉůŝĞƌ ŵƵƐƚƉƌŽǀŝĚĞhǁŝƚŚĂƚĂůŽŐĨŝůĞƐĐŽŶƚĂŝŶŝŶŐƚŚĞƌĞƋƵĞƐƚĞĚĂĚĚŝƚŝŽŶƐ͕ĚĞůĞƚŝŽŶƐ͕ŽƌŵŽĚŝĨŝĐĂƚŝŽŶƐǁŝƚŚŶŽůĞƐƐƚŚĂŶ ƚŚĞůĞĂĚƚŝŵĞƐƉĞĐŝĨŝĞĚŝŶ^ĞĐƚŝŽŶϭϬŽĨƚŚŝƐĂƉƉĞŶĚŝǆ͘/ŶĂĚĚŝƚŝŽŶ͕ĨŽƌƉƌŝĐĞĨŝůĞƵƉĚĂƚĞƐǁŝƚŚĂŵƵƚƵĂůůǇĂŐƌĞĞĚƵƉŽŶ ĂĐƚŝǀĂƚŝŽŶŽĨ:ĂŶƵĂƌǇϭ͕ ^ƵƉƉůŝĞƌŵƵƐƚƐƵďŵŝƚƉƌŽƉŽƐĞĚĨŝůĞƐĂƚůĞĂƐƚĨŝǀĞ;ϱͿǁĞĞŬƐƉƌŝŽƌƚŽƚŚĞĨŝƌƐƚǁŽƌŬŝŶŐĚĂǇŝŶ :ĂŶƵĂƌǇ͘hƉŽŶh͛ƐĂƉƉƌŽǀĂůŽĨƚŚĞŶĞǁĂƚĂůŽŐĨŝůĞ͕hĂŶĚ^ƵƉƉůŝĞƌǁŝůůĐŽŶĨŝƌŵƚŚĞ'Ž>ŝǀĞĂƚĞ͖ƚŚĞƵƉĚĂƚĞĚ ǀĞƌƐŝŽŶŽĨƚŚĞĂƚĂůŽŐĨŝůĞǁŝůůďĞŵĂĚĞĞĨĨĞĐƚŝǀĞŽŶƚŚĂƚ'Ž>ŝǀĞĚĂƚĞ͘/ĨhƌĞũĞĐƚƐĂĂƚĂůŽŐŵŽƌĞƚŚĂŶŽŶĐĞďĞĐĂƵƐĞ ŝƚĚŽĞƐŶŽƚŵĞĞƚh͛ƐĂĐĐĞƉƚĂŶĐĞĐƌŝƚĞƌŝĂ͕ƚŚĞŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌǁŝůůƐƵƐƉĞŶĚ^ƵƉƉůŝĞƌ͛ƐƉƌŝĐĞͬĐŽŶƚĞŶƚĐŚĂŶŐĞ ƵŶƚŝůƚŚĞĚĂƚĞŽĨ^ƵƉƉůŝĞƌ͛ƐŶĞǆƚĂĐĐĞƉƚĂďůĞĐŽŶƚƌĂĐƚĞĚĐŚĂŶŐĞ͘ /ĨƚŚĞƌĞŝƐĂĐŽŶĨůŝĐƚďĞƚǁĞĞŶĂƉƌŝĐĞŝŶĂ,ŽƐƚĞĚĂƚĂůŽŐĂŶĚĂWƵŶĐŚͲŽƵƚĂƚĂůŽŐ͕hǁŝůůďĞŝŶǀŽŝĐĞĚĂƚƚŚĞůŽǁĞƌ ƉƌŝĐĞ͘^ƵƉƉůŝĞƌŵƵƐƚŶŽƚŝĨǇhŝŶĂĚǀĂŶĐĞǁŚĞŶƐƵďƐƚŝƚƵƚŝŶŐŝƚĞŵƐ͕ĐŚĂŶŐŝŶŐ^<hŶƵŵďĞƌƐŽƌĐŚĂŶŐŝŶŐƚŚĞŶƵŵďĞƌ ŽĨŝƚĞŵƐŝŶĂƉĂĐŬĂŐĞŝŶĂŶǇĂƚĂůŽŐ͘

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3DJHRI
ŽŶƚĞŶƚŝŶ^ƵƉƉůŝĞƌĐĂƚĂůŽŐŝƐůŝŵŝƚĞĚƚŽƚŚĞĐĂƚĞŐŽƌŝĞƐƐƉĞĐŝĨŝĞĚŝŶƚŚŝƐĂŐƌĞĞŵĞŶƚ͕ǁŝƚŚĂĚĚŝƚŝŽŶĂůĐĂƚĞŐŽƌŝĞƐĂůůŽǁĞĚ Ăƚh͛ƐĚŝƐĐƌĞƚŝŽŶ͘^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŚĂƚhŵĂǇďůŽĐŬĂƚĂůŽŐŝƚĞŵƐĂƚƚŚĞĐĂƚĞŐŽƌǇĂŶĚͬŽƌ^<hůĞǀĞů͘ dŚĞhŶŝǀĞƌƐŝƚǇǁŝůůƌĞƋƵŝƌĞ^ƵƉƉůŝĞƌƚŽĐůĞĂƌůǇŝĚĞŶƚŝĨǇƉƌŽĚƵĐƚƐĂƐ,ĂǌĂƌĚŽƵƐDĂƚĞƌŝĂůƐ͕ZĂĚŝŽĂĐƚŝǀĞ͕ĂŶĚŽŶƚƌŽůůĞĚ ^ƵďƐƚĂŶĐĞƐŝŶƚŚĞ^ƵƉƉůŝĞƌ͛ƐĐĂƚĂůŽŐ͕ǁŚĞƚŚĞƌ,ŽƐƚĞĚŽƌWƵŶĐŚͲŽƵƚ͘&ŽƌWƵŶĐŚͲŽƵƚƚŚĞŝĚĞŶƚŝĨŝĞƌǁŝůůďĞƌĞƚƵƌŶĞĚƚŽ ƚŚĞĐĂƌƚŽĨƚŚĞ>ŽĐĂƚŝŽŶ͛ƐĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ͕ŝŶĂŵĂŶŶĞƌͬĨŝĞůĚĂĐĐĞƉƚĂďůĞƚŽƚŚĞ>ŽĐĂƚŝŽŶ͘ dŚĞhŶŝǀĞƌƐŝƚǇǁŝůůƌĞƋƵŝƌĞ^ƵƉƉůŝĞƌƚŽĐůĞĂƌůǇŝĚĞŶƚŝĨǇƉƌŽĚƵĐƚƐǁŝƚŚhͲƌĞĐŽŐŶŝǌĞĚƐƵƐƚĂŝŶĂďŝůŝƚǇͬŐƌĞĞŶĐĞƌƚŝĨŝĐĂƚŝŽŶƐ ŝŶďŽƚŚŚŽƐƚĞĚĂŶĚWƵŶĐŚͲŽƵƚĐĂƚĂůŽŐƐ͘h͛ƐŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌǁŝůůǁŽƌŬǁŝƚŚ^ƵƉƉůŝĞƌƚŽĞŶƐƵƌĞƚŚĂƚĐŽŶƚƌĂĐƚ ŝƚĞŵƐƚŚĂƚŵĞĞƚƚŚĞhĐƌŝƚĞƌŝĂĨŽƌ'ƌĞĞŶͬ^ƵƐƚĂŝŶĂďůĞƉƌŽĚƵĐƚƐǁŝůůďĞƉƌŝŽƌŝƚŝǌĞĚŝŶĂůůƉƌŽĚƵĐƚƐĞĂƌĐŚĞƐ͘WƌŽĚƵĐƚƐ ƚŚĂƚĚŽŶŽƚŵĞĞƚh͛ƐŵŝŶŝŵƵŵĐƌŝƚĞƌŝĂƌĞƋƵŝƌĞŵĞŶƚƐŵĂǇďĞďůŽĐŬĞĚŝŶĂůůŚŽƐƚĞĚĐĂƚĂůŽŐƐĂŶĚWƵŶĐŚͲŽƵƚĐĂƚĂůŽŐƐ Ăƚh͛ƐĚŝƐĐƌĞƚŝŽŶ͘
^ƵƉƉůŝĞƌŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌƉƌŽǀŝĚŝŶŐhǁŝƚŚĂƚĂůŽŐƐƚŚĂƚĐŽŶƚĂŝŶĂĐĐƵƌĂƚĞƉƌŝĐŝŶŐĂŶĚĚĂƚĂŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ ŐƌĞĞŵĞŶƚ͘/ĨhĚĞƚĞƌŵŝŶĞƐƚŚĞƌĞĂƌĞĞƌƌŽƌƐŝŶƚŚĞƉƌŝĐŝŶŐŽƌĚĂƚĂĂƚƚƌŝďƵƚĞƐŽĨĂĂƚĂůŽŐ͕hǁŝůůŶŽƚŝĨǇ^ƵƉƉůŝĞƌŽĨ ƚŚŽƐĞĞƌƌŽƌƐŝŶǁƌŝƚŝŶŐĂŶĚƌĞũĞĐƚƚŚĞĂƚĂůŽŐ͘^ƵƉƉůŝĞƌǁŝůůŚĂǀĞŶŽŵŽƌĞƚŚĂŶƚĞŶ;ϭϬͿďƵƐŝŶĞƐƐĚĂǇƐƚŽƌĞǀŝĞǁĂŶĚ ĐŽƌƌĞĐƚƚŚĞĞƌƌŽƌƐ͘
;ĐͿ>ŝĐĞŶƐĞ͘
^ƵƉƉůŝĞƌŚĞƌĞďǇŐƌĂŶƚƐƚŽh͕ĂƚŶŽĂĚĚŝƚŝŽŶĂůĐŽƐƚ͕ĂůŝŵŝƚĞĚ͕ŶŽŶͲĞǆĐůƵƐŝǀĞ͕ƌŽǇĂůƚǇͲĨƌĞĞƌŝŐŚƚƚŽůŝŶŬƚŽĂŶĚĂĐĐĞƐƐ ƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞĨƌŽŵƚŚĞĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐ͕ƐƵďũĞĐƚƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŚĞƌĞŝŶĂŶĚƐŽůĞůǇĨŽƌƚŚĞƉƵƌƉŽƐĞ ŽĨƉĞƌŵŝƚƚŝŶŐhƐĞƌƐƚŽĂĐĐĞƐƐƚŚĞ^ĞƌǀŝĐĞƐ͘ůů^ƵƉƉůŝĞƌDĂƌŬƐǁŝůůƌĞŵĂŝŶƚŚĞƐŽůĞƉƌŽƉĞƌƚǇŽĨ^ƵƉƉůŝĞƌ͘ ;ĚͿĐĐĞƐƐŝďŝůŝƚǇZĞƋƵŝƌĞŵĞŶƚƐ͘
^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŚĂƚ^ƵƉƉůŝĞƌǁŝůůŵĂŬĞĂǀĂŝůĂďůĞ'ŽŽĚƐͬ^ĞƌǀŝĐĞƐĂĐĐĞƐƐŝďůĞƚŽƉĞŽƉůĞǁŝƚŚĚŝƐĂďŝůŝƚŝĞƐĂŶĚĐŽŶĨŽƌŵ ƚŽƚŚĞƚĞĐŚŶŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞƌĞůĞǀĂŶƚZĞǀŝƐĞĚ^ƚĂŶĚĂƌĚƐŽĨ^ĞĐƚŝŽŶϱϬϴŽĨƚŚĞĨĞĚĞƌĂůZĞŚĂďŝůŝƚĂƚŝŽŶĐƚ͘/Ŷ ĂĚĚŝƚŝŽŶ͕^ƵƉƉůŝĞƌǁĂƌƌĂŶƚƐƚŚĂƚ͗
ŝ͘ ŶǇĐĂƚĂůŽŐĐŽŶƚĞŶƚƉƌŽǀŝĚĞĚƚŽhǁŝůůĐŽŵƉůǇǁŝƚŚƚŚĞĂĐĐĞƐƐŝďŝůŝƚǇƌĞƋƵŝƌĞŵĞŶƚƐŽĨt'Ϯ͘Ϭ͘ ŝŝ͘ ^ƵƉƉůŝĞƌǁŝůůƉƌŽŵƉƚůǇƌĞƐƉŽŶĚƚŽĂŶĚƌĞƐŽůǀĞĂŶǇĐŽŵƉůĂŝŶƚƌĞŐĂƌĚŝŶŐĂĐĐĞƐƐŝďŝůŝƚǇŽĨĂŶǇĐĂƚĂůŽŐ ĐŽŶƚĞŶƚƉƌŽǀŝĚĞĚƚŽh͘
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ĂĐŚ h >ŽĐĂƚŝŽŶ ǁŝůů ƉƌŽǀŝĚĞ ŝƚƐ hƐĞƌƐ ǁŝƚŚ ŝŶŝƚŝĂů ĐŽŶƚĂĐƚ ĂŶĚ ƐǇƐƚĞŵ ƐƵƉƉŽƌƚ ĂƐƐŝƐƚĂŶĐĞ ŽŶ Ăůů ĨƵŶĐƚŝŽŶĂůŝƚǇĂŶĚƵƐĞŝƐƐƵĞƐĨŽƌĞWƌŽĐƵƌĞŵĞŶƚ;ŝŶĐůƵĚŝŶŐůŝŶŬƐƚŽƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞͿ͘tŚĞŶŬŶŽǁŶ͕hǁŝůůƉƌŽŵƉƚůǇ ŶŽƚŝĨǇ^ƵƉƉůŝĞƌŽĨĂŶǇƐƵĐŚŝƐƐƵĞƐƌĞůĂƚŝŶŐƚŽƚŚĞĂƚĂůŽŐ͕ƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞ͕ĂŶĚͬŽƌŽƚŚĞƌ^ƵƉƉůŝĞƌŵĂƚĞƌŝĂůƐͬƐǇƐƚĞŵƐ͘ ;ďͿ^ƵƉƉůŝĞƌƵƚŝĞƐ͘^ƵƉƉůŝĞƌǁŝůůƉƌŽǀŝĚĞĂůůĐƵƐƚŽŵĞƌƐƵƉƉŽƌƚƌĞůĂƚŝŶŐƚŽƚŚĞĂƚĂůŽŐ͕^ƵƉƉůŝĞƌ'ŽŽĚƐĂŶĚͬŽƌ^ĞƌǀŝĐĞƐ͕ /ŶǀŽŝĐŝŶŐͬWĂǇŵĞŶƚͬƌĞĚŝƚƐ͕ ĂŶĚ ^ƵƉƉůŝĞƌ ^ŝƚĞƐ ŝŶ Ă ŵĂŶŶĞƌ ĐŽŶƐŝƐƚĞŶƚ ǁŝƚŚ ƚŚĞ ĐƵƐƚŽŵĞƌ ƐƵƉƉŽƌƚ ƚŚĂƚ ^ƵƉƉůŝĞƌ ƉƌŽǀŝĚĞƐƚŽŽƚŚĞƌĐƵƐƚŽŵĞƌƐ͕ĂŶĚĂƚůĞĂƐƚĂƐŐŽŽĚĂƐƚŚĞĐƵƐƚŽŵĞƌƐƵƉƉŽƌƚƚŚĂƚ^ƵƉƉůŝĞƌƉƌŽǀŝĚĞƐƚŽĐƵƐƚŽŵĞƌƐǁŚŽ ĂƌĞƉƵƌĐŚĂƐŝŶŐƚŚƌŽƵŐŚĂŶǇŽƚŚĞƌŵĞĂŶƐ͘
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5HYLVHG
3DJHRI
ůŝĐĞŶƐĂďůĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌƚŽƵƐĞŝƚƐŽůĞůǇĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĂhͲďƌĂŶĚĞĚWƵŶĐŚͲŽƵƚĂƚĂůŽŐŚŽƐƚĞĚďǇ^ƵƉƉůŝĞƌ ĂŶĚƐƵďũĞĐƚƚŽƚŚĞĨŽůůŽǁŝŶŐƚĞƌŵƐ͗
;ŝͿ ^ƵƉƉůŝĞƌŵĂǇŶŽƚŵĂŬĞĂŶǇĂĚĚŝƚŝŽŶĂůƵƐĞŽĨƚŚĞhDĂƌŬƐǁŝƚŚŽƵƚh͛ƐƉƌŝŽƌǁƌŝƚƚĞŶĂƉƉƌŽǀĂů͘ ^ƵƉƉůŝĞƌ͛ƐƵƐĞŽĨƚŚĞhDĂƌŬƐŝŶƚŚĞWƵŶĐŚͲŽƵƚĂƚĂůŽŐŵƵƐƚĂĐŬŶŽǁůĞĚŐĞhΖƐŽǁŶĞƌƐŚŝƉŽĨƚŚĞhDĂƌŬƐ͘^ƵƉƉůŝĞƌ ǁŝůůŝŶĐůƵĚĞĂůůŶŽƚŝĐĞƐĂŶĚůĞŐĞŶĚƐǁŝƚŚƌĞƐƉĞĐƚƚŽhƚƌĂĚĞŵĂƌŬƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ŽƌĐŽƉǇƌŝŐŚƚƐĂƐŵĂǇďĞƌĞƋƵŝƌĞĚ ďǇĂƉƉůŝĐĂďůĞƚƌĂĚĞŵĂƌŬĂŶĚĐŽƉǇƌŝŐŚƚůĂǁƐŽƌǁŚŝĐŚŵĂǇďĞƌĞĂƐŽŶĂďůǇƌĞƋƵĞƐƚĞĚďǇh͘^ƵƉƉůŝĞƌĂŐƌĞĞƐŶŽƚƚŽ ĐůĂŝŵĂŶǇƚŝƚůĞƚŽhDĂƌŬƐŽƌĂŶǇƌŝŐŚƚƚŽƵƐĞhDĂƌŬƐĞǆĐĞƉƚĂƐƉĞƌŵŝƚƚĞĚďǇƚŚŝƐƉƉĞŶĚŝǆ͘hƉŽŶƚĞƌŵŝŶĂƚŝŽŶŽĨ ƚŚŝƐƉƉĞŶĚŝǆ Žƌ ƚŚĞŐƌĞĞŵĞŶƚ͕Ăůů ƌŝŐŚƚƐ ƚŽhDĂƌŬƐ ĐŽŶǀĞǇĞĚ ďǇh ƚŽ ^ƵƉƉůŝĞƌǁŝůů ĐĞĂƐĞĂŶĚ ^ƵƉƉůŝĞƌǁŝůů ĚĞƐƚƌŽǇ Žƌ ƌĞƚƵƌŶ ƚŽ h Ăůů ŵĞĚŝĂ ǁŝƚŚ h DĂƌŬƐ͘ h ƐƉĞĐŝĨŝĐĂůůǇ ƌĞƐĞƌǀĞƐ ĂŶǇ ĂŶĚ Ăůů ƌŝŐŚƚƐ ƚŽ h DĂƌŬƐ ŶŽƚ ƐƉĞĐŝĨŝĐĂůůǇŐƌĂŶƚĞĚƚŽ^ƵƉƉůŝĞƌ͘
^ƵƉƉůŝĞƌŐƌĂŶƚƐƚŽhƚŚĞƌŝŐŚƚƚŽƵƐĞ^ƵƉƉůŝĞƌΖƐƚƌĂĚĞŵĂƌŬƐ͕ůŽŐŽƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ĂŶĚƐĞƌǀŝĐĞŵĂƌŬƐĨŽƌƚŚĞƉƵƌƉŽƐĞ ŽĨƉƌŽŵŽƚŝŶŐhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐƚŽƚŚĞhĐŽŵŵƵŶŝƚǇ͘hĂĐŬŶŽǁůĞĚŐĞƐ^ƵƉƉůŝĞƌΖƐƌŝŐŚƚ͕ƚŝƚůĞ͕ĂŶĚŝŶƚĞƌĞƐƚŝŶ ĂŶĚƚŽ^ƵƉƉůŝĞƌ͛ƐDĂƌŬƐĂŶĚ^ƵƉƉůŝĞƌ͛ƐĞǆĐůƵƐŝǀĞƌŝŐŚƚƚŽƵƐĞĂŶĚůŝĐĞŶƐĞƚŚĞƵƐĞŽĨ^ƵƉƉůŝĞƌDĂƌŬƐĂŶĚĂŐƌĞĞƐŶŽƚƚŽ ĐůĂŝŵĂŶǇƚŝƚůĞƚŽ^ƵƉƉůŝĞƌDĂƌŬƐŽƌĂŶǇƌŝŐŚƚƚŽƵƐĞ^ƵƉƉůŝĞƌDĂƌŬƐĞǆĐĞƉƚĂƐƉĞƌŵŝƚƚĞĚďǇƚŚŝƐƉƉĞŶĚŝǆ͘hǁŝůů ŝŶĐůƵĚĞĂůůŶŽƚŝĐĞƐĂŶĚůĞŐĞŶĚƐǁŝƚŚƌĞƐƉĞĐƚƚŽ^ƵƉƉůŝĞƌƚƌĂĚĞŵĂƌŬƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ŽƌĐŽƉǇƌŝŐŚƚƐĂƐŵĂǇďĞƌĞƋƵŝƌĞĚ ďǇĂƉƉůŝĐĂďůĞƚƌĂĚĞŵĂƌŬĂŶĚĐŽƉǇƌŝŐŚƚůĂǁƐŽƌǁŚŝĐŚŵĂǇďĞƌĞĂƐŽŶĂďůǇƌĞƋƵĞƐƚĞĚďǇ^ƵƉƉůŝĞƌ͘hƉŽŶƚĞƌŵŝŶĂƚŝŽŶ ŽĨƚŚŝƐƉƉĞŶĚŝǆ͕ĂůůƌŝŐŚƚƐƚŽ^ƵƉƉůŝĞƌDĂƌŬƐĐŽŶǀĞǇĞĚďǇ^ƵƉƉůŝĞƌƚŽhǁŝůůĐĞĂƐĞĂŶĚhǁŝůůĚĞƐƚƌŽǇŽƌƌĞƚƵƌŶƚŽ ^ƵƉƉůŝĞƌ Ăůů ŵĞĚŝĂ ǁŝƚŚ ^ƵƉƉůŝĞƌ DĂƌŬƐ͘ ^ƵƉƉůŝĞƌ ƐƉĞĐŝĨŝĐĂůůǇ ƌĞƐĞƌǀĞƐ ĂŶǇ ĂŶĚ Ăůů ƌŝŐŚƚ ƚŽ ^ƵƉƉůŝĞƌ DĂƌŬƐ ŶŽƚ ƐƉĞĐŝĨŝĐĂůůǇŐƌĂŶƚĞĚƚŽh͘
;ŝŝͿ dŚĞůŝĐĞŶƐĞƐŐƌĂŶƚĞĚŝŶƚŚĞƉƌĞǀŝŽƵƐƉĂƌĂŐƌĂƉŚƐƌĞŐĂƌĚŝŶŐhDĂƌŬƐĂŶĚ^ƵƉƉůŝĞƌDĂƌŬƐĂƌĞƐƵďũĞĐƚƚŽ ƚŚĞŽŶŐŽŝŶŐĂƉƉƌŽǀĂůŽĨƚŚĞƉĂƌƚǇŽǁŶŝŶŐƚŚĞƌĞƐƉĞĐƚŝǀĞƚƌĂĚĞŵĂƌŬƐ͕ůŽŐŽƐ͕ƚƌĂĚĞŶĂŵĞƐ͕ŽƌĐŽƉǇƌŝŐŚƚƐ͘ ^ƵĐŚŽŶŐŽŝŶŐĂƉƉƌŽǀĂůŝŶĐůƵĚĞƐƚŚĞĂďŝůŝƚǇƚŽƚĞƌŵŝŶĂƚĞʹĂƚĂŶǇƚŝŵĞ͕ĨŽƌĂŶǇƌĞĂƐŽŶ͕ĂŶĚŝŶƚŚĞƐŽůĞ ĚŝƐĐƌĞƚŝŽŶ ŽĨ ƚŚĞ ŽǁŶĞƌ ŽĨ ƚŚĞ ƌĞƐƉĞĐƚŝǀĞ ƚƌĂĚĞŵĂƌŬƐ͕ ůŽŐŽƐ͕ ƚƌĂĚĞ ŶĂŵĞƐ͕ Žƌ ĐŽƉǇƌŝŐŚƚƐ ʹ ƚŚĞ ƚƌĂĚĞŵĂƌŬ ůŝĐĞŶƐĞƐ ƉƌŽǀŝĚĞĚ ŝŶ ƚŚĞ ƉƌĞĐĞĚŝŶŐ ƉĂƌĂŐƌĂƉŚƐ ĨŽƌ ĂŶǇ ƉĂƌƚŝĐƵůĂƌ ƚƌĂĚĞŵĂƌŬ͕ ůŽŐŽ͕ ƚƌĂĚĞ ŶĂŵĞ͕ŽƌĐŽƉǇƌŝŐŚƚĞĚǁŽƌŬǁŝƚŚŽƵƚŶĞĐĞƐƐĂƌŝůǇ ƚĞƌŵŝŶĂƚŝŶŐ ƚŚŝƐƉƉĞŶĚŝǆ͘ ĂĐŚƉĂƌƚǇĂŐƌĞĞƐŶŽƚ ƚŽ
ƚĂŬĞĂŶǇĂĐƚŝŽŶƚŚĂƚǁŝůůĂĚǀĞƌƐĞůǇƌĞĨůĞĐƚƵƉŽŶŽƌĚĂŵĂŐĞƚŚĞŐŽŽĚǁŝůů͕ƌĞƉƵƚĂƚŝŽŶ͕ŽƌƚŚĞďƌĂŶĚǀĂůƵĞ ŽĨƚŚĞŽƚŚĞƌƉĂƌƚǇ͘
ĂĐŚƉĂƌƚǇĨƵƌƚŚĞƌĂŐƌĞĞƐŶŽƚƚŽƚĂŬĞĂŶǇĂĐƚŝŽŶƚŚĂƚŝƐŝŶĐŽŶƐŝƐƚĞŶƚǁŝƚŚƚŚĞŽƚŚĞƌ ƉĂƌƚǇ͛Ɛ ŽǁŶĞƌƐŚŝƉ ŽĨ ƚŚĞ ƌĞƐƉĞĐƚŝǀĞ ƚƌĂĚĞŵĂƌŬƐ͕ ƚƌĂĚĞ ŶĂŵĞƐ͕ Žƌ ĐŽƉǇƌŝŐŚƚƐ͘ƚ Ăůů ƚŝŵĞƐ ;ŝŶĐůƵĚŝŶŐ ĨŽůůŽǁŝŶŐƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚĞŐƌĞĞŵĞŶƚͿ͕^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽĐŽŵƉůǇǁŝƚŚ^ĞĐƚŝŽŶϵϮϬϬϬŽĨĂůŝĨŽƌŶŝĂ͛Ɛ

ĚƵĐĂƚŝŽŶŽĚĞ͘
;ĂͿ'ƌĂŶƚŽĨ>ŝĐĞŶƐĞ͘^ƵƉƉůŝĞƌŚĞƌĞďǇŐƌĂŶƚƐhĂŶŽŶͲĞǆĐůƵƐŝǀĞ͕ƌŽǇĂůƚǇͲĨƌĞĞ͗;ŝͿůŝĐĞŶƐĞƚŽƵƐĞ͕ĐŽƉǇ͕ƚƌĂŶƐŵŝƚ͕ĂŶĚ ĚŝƐƉůĂǇ ƚŚĞ ĂƚĂůŽŐ͕ ĂŶǇ ŝŶĨŽƌŵĂƚŝŽŶ ĐŽŶƚĂŝŶĞĚ ƚŚĞƌĞŝŶ ĂŶĚ ƚŚĞ ^ƵƉƉůŝĞƌ DĂƌŬƐ ĨŽƌ ƚŚĞ ƉƵƌƉŽƐĞƐ ŽĨ ƉĞƌŵŝƚƚŝŶŐ ƵƐƚŽŵĞƌƐƚŽĂĐĐĞƐƐŝŶĨŽƌŵĂƚŝŽŶĂďŽƵƚĂŶĚŽƌĚĞƌ^ƵƉƉůŝĞƌ'ŽŽĚƐĂŶĚͬŽƌ^ĞƌǀŝĐĞƐĨƌŽŵĂĂƚĂůŽŐĂŶĚ;ŝŝͿŝĨ^ƵƉƉůŝĞƌ ŝƐƵƐŝŶŐĂWƵŶĐŚͲŽƵƚĂƚĂůŽŐ͕ƌŝŐŚƚƚŽůŝŶŬƚŽĂŶĚĂĐĐĞƐƐƚŚĞWƵŶĐŚͲŽƵƚĂƚĂůŽŐŽŶƚŚĞ^ƵƉƉůŝĞƌ^ŝƚĞ͕ĨŽƌƚŚĞƉƵƌƉŽƐĞƐ ŽĨƉĞƌŵŝƚƚŝŶŐƵƐƚŽŵĞƌƐƚŽĂĐĐĞƐƐƚŚĞ^ƵƉƉůŝĞƌtĞďƐŝƚĞĂŶĚƉĞƌŵŝƚƚŝŶŐƵƐƚŽŵĞƌƐƚŽŽƌĚĞƌ^ƵƉƉůŝĞƌ'ŽŽĚƐĂŶĚͬŽƌ ^ĞƌǀŝĐĞƐ͘
;ďͿDŽĚŝĨŝĐĂƚŝŽŶƐ͘hǁŝůůŶŽƚŵŽĚŝĨǇŽƌƌĞŵŽǀĞĂŶǇŽĨƚŚĞƉƌŽƉƌŝĞƚĂƌǇƌŝŐŚƚƐŵĂƌŬŝŶŐƐŝŶƚŚĞĂƚĂůŽŐ͘hǁŝůůŶŽƚ ŵŽĚŝĨǇƚŚĞĐŽŶƚĞŶƚŽĨƚŚĞĂƚĂůŽŐ͕ĞǆĐĞƉƚĂƐŝŶĚŝĐĂƚĞĚďǇ^ƵƉƉůŝĞƌ͕ďƵƚŵĂǇƌĞƋƵŝƌĞ^ƵƉƉůŝĞƌƚŽŵĂŬĞĂŶĚƐƵďŵŝƚ ŵŽĚŝĨŝĐĂƚŝŽŶƐŝĨƌĞƋƵŝƌĞĚĂƐƉĂƌƚŽĨƚŚŝƐĂŐƌĞĞŵĞŶƚ͘,ŽǁĞǀĞƌ͕ĨŽƌŚŽƐƚĞĚĐĂƚĂůŽŐƐ͕hƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĂƚƚĂĐŚ ĨůĂŐƐƚŽĐĂƚĂůŽŐŝƚĞŵƐĂƐĂŶĂŝĚƚŽƐŚŽƉƉĞƌƐŝŶƐĞůĞĐƚŝŶŐƉƌĞĨĞƌƌĞĚŝƚĞŵƐ͕ƐƵĐŚĂƐŐƌĞĞŶŽƌƌĞĐǇĐůĞĚ͘hǁŝůůŶŽƚŵĂŬĞ ĂŶǇ ƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ Žƌ ǁĂƌƌĂŶƚŝĞƐ͕ Žƌ ƉƌŽǀŝĚĞ ĂŶǇ ŝŶĨŽƌŵĂƚŝŽŶ͕ƚŽ ĂŶǇ ƚŚŝƌĚ ƉĂƌƚǇ ƌĞŐĂƌĚŝŶŐ ĂŶǇ ^ƵƉƉůŝĞƌ'ŽŽĚƐ ĂŶĚͬŽƌ ^ĞƌǀŝĐĞƐ ;ŝŶĐůƵĚŝŶŐ͕ ďƵƚ ŶŽƚ ůŝŵŝƚĞĚ ƚŽ͕ ĂŶǇ ƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ Žƌ ǁĂƌƌĂŶƚŝĞƐ ŽĨ ĂŶǇ ŝŶĨŽƌŵĂƚŝŽŶ ƌĞŐĂƌĚŝŶŐ ĂǀĂŝůĂďŝůŝƚǇ͕ĚĞůŝǀĞƌǇ͕ƉƌŝĐŝŶŐ͕ĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐ͕ƋƵĂůŝĨŝĐĂƚŝŽŶƐŽƌƐƉĞĐŝĨŝĐĂƚŝŽŶƐƚŚĞƌĞŽĨͿ͘/ĨhďĞůŝĞǀĞƐŝŶŐŽŽĚĨĂŝƚŚƚŚĂƚ ĂŶǇ^ƵƉƉůŝĞƌŝŶĨŽƌŵĂƚŝŽŶĚŽĞƐŶŽƚĐŽŶĨŽƌŵƚŽƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞĂƐƐŽĐŝĂƚĞĚhŐƌĞĞŵĞŶƚŽƌƚŚŝƐƉƉĞŶĚŝǆ͕ hǁŝůůďĞĞŶƚŝƚůĞĚƚŽǁŝƚŚĚƌĂǁƚŚĞĂƚĂůŽŐĨƌŽŵhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐ͘/ŶƐƵĐŚĂĐĂƐĞ͕hǁŝůůƉƌŽŵƉƚůǇŶŽƚŝĨǇƚŚĞ ^ƵƉƉůŝĞƌŽĨƚŚĞĂĐƚŝŽŶƐŝƚŚĂƐƚĂŬĞŶĂŶĚǁŝůůǁŽƌŬǁŝƚŚƚŚĞ^ƵƉƉůŝĞƌƉƌŽŵƉƚůǇƚŽƌĞƐŽůǀĞh͛ƐĐŽŶĐĞƌŶƐ͘tŚĞŶh͛Ɛ

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5HYLVHG
3DJHRI
ĐŽŶĐĞƌŶƐĂƌĞƐĂƚŝƐĨĂĐƚŽƌŝůǇƌĞƐŽůǀĞĚhǁŝůůƉƌŽŵƉƚůǇƌĞƐƚŽƌĞƚŚĞĂƚĂůŽŐ͕ŝĨĂƉƉƌŽƉƌŝĂƚĞ͘hǁŝůůŚĂǀĞŶŽůŝĂďŝůŝƚǇƚŽ ƚŚĞ^ƵƉƉůŝĞƌŽƌĂŶǇŽŶĞĞůƐĞĨŽƌĞǆĞƌĐŝƐŝŶŐƚŚĞƐĞƌŝŐŚƚƐ͘ ;ĐͿĐŬŶŽǁůĞĚŐŵĞŶƚ͘
ĂĐŚƉĂƌƚǇĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚƚŚĞƚĞĐŚŶŽůŽŐǇĞŵďŽĚŝĞĚŝŶƚŚĞŽƚŚĞƌƉĂƌƚǇ͛Ɛ^ŝƚĞŵĂǇďĞďĂƐĞĚ ŽŶƉĂƚĞŶƚĞĚŽƌƉĂƚĞŶƚĂďůĞŝŶǀĞŶƚŝŽŶƐ͕ƚƌĂĚĞƐĞĐƌĞƚƐ͕ĐŽƉǇƌŝŐŚƚƐŽƌŽƚŚĞƌŝŶƚĞůůĞĐƚƵĂůƉƌŽƉĞƌƚǇŽƌƉƌŽƉƌŝĞƚĂƌǇƌŝŐŚƚƐ ;͞/ŶƚĞůůĞĐƚƵĂůWƌŽƉĞƌƚǇZŝŐŚƚƐ͟ͿŽǁŶĞĚďǇƚŚĞŽƚŚĞƌƉĂƌƚǇĂŶĚŝƚƐĂƉƉůŝĐĂďůĞůŝĐĞŶƐŽƌƐ͘ ;ĚͿhZŝŐŚƚƐ͘ƐďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐ͕hǁŝůůďĞƚŚĞƐŽůĞŽǁŶĞƌŽĨʹŽƌ͕ǁŝƚŚƌĞƐƉĞĐƚƚŽĂŶǇŝƚĞŵƐůŝĐĞŶƐĞĚďǇh͕ ǁŝůů ƌĞƚĂŝŶ Ăůů ƌŝŐŚƚƐ ƚŽ Ăůů /ŶƚĞůůĞĐƚƵĂů WƌŽƉĞƌƚǇ ZŝŐŚƚƐ ĂƐƐŽĐŝĂƚĞĚ ǁŝƚŚ h ĞWƌŽĐƵƌĞŵĞŶƚ ƐŝƚĞƐ͕ ŝŶĐůƵĚŝŶŐ ĂŶǇ ŵŽĚŝĨŝĐĂƚŝŽŶƐ͕ƵƉĚĂƚĞƐ͕ĞŶŚĂŶĐĞŵĞŶƚƐŽƌƵƉŐƌĂĚĞƐƚŽĂŶǇŽĨƚŚĞĨŽƌĞŐŽŝŶŐ͕ĂƐǁĞůůĂƐĂŶǇKƌĚĞƌĂƚĂŐĞŶĞƌĂƚĞĚŽƌ ĐŽůůĞĐƚĞĚŽŶƐƵĐŚƐŝƚĞ;ĐŽůůĞĐƚŝǀĞůǇ͕ƚŚĞ͞hDĂƚĞƌŝĂůƐ͟Ϳ͘ ǆĐĞƉƚĂƐƉƌŽǀŝĚĞĚŚĞƌĞŝŶ͕^ƵƉƉůŝĞƌŵĂǇŶŽƚĐŽƉǇŽƌƵƐĞŝŶ ĂŶǇǁĂǇ͕ŝŶǁŚŽůĞŽƌŝŶƉĂƌƚ͕ĂŶǇhDĂƚĞƌŝĂůƐǁŝƚŚŽƵƚh͛ƐƉƌŝŽƌǁƌŝƚƚĞŶĂƉƉƌŽǀĂů͘ŶǇƉĞƌŵŝƚƚĞĚĐŽƉŝĞƐŽĨƐƵĐŚ ƉƌŽƉĞƌƚǇ͕ŝŶǁŚŽůĞŽƌŝŶƉĂƌƚ͕ĂůŽŶĞŽƌĂƐƉĂƌƚŽĨĂĚĞƌŝǀĂƚŝǀĞǁŽƌŬ͕ǁŝůůƌĞŵĂŝŶh͛ƐƐŽůĞƉƌŽƉĞƌƚǇ͘^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽ ƌĞƉƌŽĚƵĐĞĂŶĚŝŶĐůƵĚĞh͛ƐĐŽƉǇƌŝŐŚƚ͕ƚƌĂĚĞŵĂƌŬĂŶĚŽƚŚĞƌƉƌŽƉƌŝĞƚĂƌǇƌŝŐŚƚƐŶŽƚŝĐĞƐŽŶĂŶǇƉĞƌŵŝƚƚĞĚĐŽƉŝĞƐŽĨ hDĂƚĞƌŝĂůƐŝŶĐůƵĚŝŶŐ͕ǁŝƚŚŽƵƚůŝŵŝƚĂƚŝŽŶ͕ƉĂƌƚŝĂůĐŽƉŝĞƐĂŶĚĐŽƉŝĞĚŵĂƚĞƌŝĂůƐŝŶĚĞƌŝǀĂƚŝǀĞǁŽƌŬƐ͘^ƵƉƉůŝĞƌǁŝůůŶŽƚ ĐŽƉǇ Žƌ ƌĞƉƌŽĚƵĐĞ ĂŶǇ ƚŚŝƌĚͲƉĂƌƚǇ ĐŽƉǇƌŝŐŚƚĞĚ Žƌ ƚƌĂĚĞŵĂƌŬĞĚ ŵĂƚĞƌŝĂůƐ͕ ǁŚŝĐŚ ĂƉƉĞĂƌ ŽŶ Žƌ ĂƌĞ ŽƚŚĞƌǁŝƐĞ ĂƐƐŽĐŝĂƚĞĚǁŝƚŚĂŶǇhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞǁŝƚŚŽƵƚh͛ƐƉƌŝŽƌǁƌŝƚƚĞŶĐŽŶƐĞŶƚ͘ ^
d/KEϳʹDh>d/W>
^hWW>/
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^ƵƉƉůŝĞƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚĂůůhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐĂƌĞŝŶƚĞŶĚĞĚƚŽĨĂĐŝůŝƚĂƚĞhƐĞƌƐ͛ĂďŝůŝƚǇƚŽŽďƚĂŝŶ'ŽŽĚƐĂŶĚͬŽƌ ^ĞƌǀŝĐĞƐĨƌŽŵŵŽƌĞƚŚĂŶŽŶĞƐƵƉƉůŝĞƌ͘EŽƚŚŝŶŐŝŶƚŚŝƐƉƉĞŶĚŝǆǁŝůůďĞĐŽŶƐƚƌƵĞĚƚŽƉƌĞǀĞŶƚhĨƌŽŵĞŶƚĞƌŝŶŐŝŶƚŽ ƐŝŵŝůĂƌĂŐƌĞĞŵĞŶƚƐǁŝƚŚĂŶǇƚŚŝƌĚƉĂƌƚŝĞƐŝŶĐůƵĚŝŶŐ͕ǁŝƚŚŽƵƚůŝŵŝƚĂƚŝŽŶ͕ƐƵƉƉůŝĞƌƐƚŚĂƚŵĂǇďĞŝŶĐŽŵƉĞƚŝƚŝŽŶǁŝƚŚ ^ƵƉƉůŝĞƌ͘
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hĚŽĞƐŶŽƚǁĂƌƌĂŶƚƚŚĂƚĂĐĐĞƐƐƚŽhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐǁŝůůďĞƵŶŝŶƚĞƌƌƵƉƚĞĚŽƌƚŚĂƚƚŚĞƌĞƐƵůƚƐŽďƚĂŝŶĞĚďǇƵƐĞ ŽĨhĞWƌŽĐƵƌĞŵĞŶƚƐŝƚĞƐǁŝůůďĞĞƌƌŽƌͲĨƌĞĞ͘
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d/KEϭϬʹ/d/KE>KEdZdh>d
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dǇƉĞ;ƐͿŽĨĂƚĂůŽŐ;ƐͿ͗ƚh͛ƐĐĂŵƉƵƐĚŝƐĐƌĞƚŝŽŶ͕^ƵƉƉůŝĞƌŝƐĂůůŽǁĞĚƚŽŝŵƉůĞŵĞŶƚĂ΀ƐƉĞĐŝĨǇŚŽƐƚĞĚ͕WƵŶĐŚͲŽƵƚ͕Žƌ ďŽƚŚ΁ĐĂƚĂůŽŐŝŶƚŚĞhĞWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵƐ͘^ƵƉƉůŝĞƌǁŝůůďĞƌĞƋƵŝƌĞĚƚŽĐŽŵƉůǇǁŝƚŚh>ŽĐĂƚŝŽŶĞͲĐŽŵŵĞƌĐĞ ƌĞƋƵŝƌĞŵĞŶƚƐŽŶĂůŽĐĂƚŝŽŶďǇůŽĐĂƚŝŽŶďĂƐŝƐ͕ǁŚŝĐŚŝŶĐůƵĚĞƐƚŚĞĚĞĐŝƐŝŽŶƚŽŵŽǀĞĨŽƌǁĂƌĚǁŝƚŚWƵŶĐŚͲŽƵƚŽƌ,ŽƐƚĞĚ͘ ŶǇĚĞǀŝĂƚŝŽŶĨƌŽŵƚŚĞƚǇƉĞ;ƐͿƐƉĞĐŝĨŝĞĚŚĞƌĞŝŶŵƵƐƚĨŝƌƐƚďĞĂŐƌĞĞĚƵƉŽŶďǇh͛ƐŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌ͘ ŶŶƵĂůEƵŵďĞƌŽĨĂƚĂůŽŐƐ͗^ƵƉƉůŝĞƌŝƐĂůůŽǁĞĚƚŽƐƵďŵŝƚŶŽŵŽƌĞƚŚĂŶ΀ŶƵŵďĞƌ΁ĐĂƚĂůŽŐƐƉĞƌĐĂůĞŶĚĂƌǇĞĂƌ͕ǁŝƚŚ ĐŚĂŶŐĞƐĂƐĨŽůůŽǁƐ͗
x ŽŶƚĞŶƚ ĚĚŝƚŝŽŶƐ͕ ĞůĞƚŝŽŶƐ ĂŶĚKƚŚĞƌEŽŶͲƉƌŝĐŝŶŐ ĚŝƚƐ͗ ΀ŝŶƐĞƌƚ ŶƵŵďĞƌ ŽĨ ƚŝŵĞƐ ^ƵƉƉůŝĞƌ ĐĂŶ ĐŚĂŶŐĞ ŝƚƐ ĐŽŶƚĞŶƚ͖ƋƵĂƌƚĞƌůǇŽƌďŝĂŶŶƵĂůůǇǁŽƵůĚďĞƌĞĐŽŵŵĞŶĚĞĚ΁ x WƌŝĐĞŚĂŶŐĞƐ͗΀ŝŶƐĞƌƚŶƵŵďĞƌŽĨƚŝŵĞƐ^ƵƉƉůŝĞƌĐĂŶĐŚĂŶŐĞŝƚƐƉƌŝĐĞ͖ŽŶĐĞƉĞƌǇĞĂƌǁŽƵůĚďĞƌĞĐŽŵŵĞŶĚĞĚ΁

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5HYLVHG
3DJHRI
o ůůŽǁĂďůĞůĞǀĞůŽĨƉƌŝĐĞĐŚĂŶŐĞ;ΨͬйͿǁŝůůďĞŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƚĞƌŵƐŽĨƚŚŝƐĂŐƌĞĞŵĞŶƚ͘ o /ĨĂƉƌŝĐĞĨŝůĞŝŶĐůƵĚĞƐďŽƚŚĐŽŶƚĞŶƚĂŶĚƉƌŝĐŝŶŐĐŚĂŶŐĞƐ͕ŝƚǁŝůůĐŽƵŶƚƚŽǁĂƌĚƚŚĞƉƌŝĐŝŶŐĂůůŽĐĂƚŝŽŶ͘ >ĞĂĚƚŝŵĞ͗^ƵƉƉůŝĞƌŵƵƐƚůŽĂĚƚŚĞĂƚĂůŽŐƉƌŝĐĞĨŝůĞŝŶƚŽƚŚĞĞͲWƌŽĐƵƌĞŵĞŶƚƐǇƐƚĞŵ΀ŝŶƐĞƌƚ ŶƵŵďĞƌ͕ϭϬŝƐƚŚĞ ŵŝŶŝŵƵŵ΁ǁŽƌŬŝŶŐĚĂǇƐƉƌŝŽƌƚŽƚŚĞƉůĂŶŶĞĚŐŽͲůŝǀĞĚĂƚĞ͘; ǆĐĞƉƚŝŽŶʹĨŽƌ:ĂŶƵĂƌǇϭƵƉĚĂƚĞƐƚŽĞŶĂďůĞĚĐĂƚĂůŽŐƐ͕
^ƵƉƉůŝĞƌŵƵƐƚƐƵďŵŝƚƚŚĞƉƌŝĐĞĨŝůĞŶŽůĂƚĞƌƚŚĂŶϱǁĞĞŬƐƉƌŝŽƌ͕ĂƐƐƉĞĐŝĨŝĞĚŝŶƐĞĐƚŝŽŶϰ͘Ϳ ƵǇĞƌʹ΀ŚŽŽƐĞƚŚŽƐĞƚŚĂƚĂƉƉůǇ΁͗
x EƵŵďĞƌŽĨĐĂƚĂůŽŐͬƉƌŝĐĞĨŝůĞǀĞƌƐŝŽŶƐƚŽďĞƐƵƉƉŽƌƚĞĚĨŽƌƚŚŝƐĂŐƌĞĞŵĞŶƚ͗΀ŝŶƐĞƌƚŶƵŵďĞƌ΁ x /ĨŵŽƌĞƚŚĂŶŽŶĞĐĂƚĂůŽŐͬƉƌŝĐĞĨŝůĞǀĞƌƐŝŽŶŝƐƐƵƉƉŽƌƚĞĚ͕ƉůĞĂƐĞŝŶĐůƵĚĞĂĚĞƐĐƌŝƉƚŝŽŶͬũƵƐƚŝĨŝĐĂƚŝŽŶ;Ğ͘Ő͕͘ƐƉĞĐŝĂů ƉƌŝĐŝŶŐĨŽƌĐŽƌĞƐͿ͗΀ŝŶƐĞƌƚĚĞƐĐƌŝƉƚŝŽŶ΁
x DĂǆŝŵƵŵEƵŵďĞƌŽĨ^<hƐĂůůŽǁĞĚ͗΀ŝŶƐĞƌƚŶƵŵďĞƌ΁;ŽƉƚŝŽŶĂůͿ x ĂƚĞŐŽƌŝĞƐĂůůŽǁĞĚǁŝƚŚŝŶĂƚĂůŽŐ͗΀ůŝƐƚƐƉĞĐŝĨŝĐĐĂƚĞŐŽƌŝĞƐ΁Žƌ x ĂƚĞŐŽƌŝĞƐďůŽĐŬĞĚǁŝƚŚŝŶĂƚĂůŽŐ͗΀ůŝƐƚƐƉĞĐŝĨŝĐĐĂƚĞŐŽƌŝĞƐ΁

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Statement of Work Attachment A

1. General

1.1 Description of the Scope of Services: The purpose of this Statement of Work is for Supplier to sell and/or lease to University multifunction devices (MFDs) with copy, print, scan, and optional fax functionality, and/or Laser Printers, along with related products and support, in a cost effective and efficient manner, accompanied by high standards of quality and service, aligned with University’s needs as further detailed herein.

1.2 Participating Locations: Supplier shall make all terms of the Agreement available to all current and future locations of the University of California.

2. Program Requirements

2.1 Program Manager: Supplier shall assign a Program Manager who will have the overall account management responsibility, as well as a dedicated Account Manager per UC Location.

2.2 Supplier’s Program Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship:

Name Doug Macphee, SVP
Phone 562 977 7464
Email [email protected]
Address 5700 Warland Drive
Cypress, CA 90630
Supplier’s Account Management Team is:

Name Scott Reiber
Phone 925 701 1657
Email [email protected]
Address 5050 Hopyard Rd.

Pleasanton, CA 94588
Name Martin Soto
Phone 310 484 3799
Email [email protected]
Address 5700 Warland Drive
Cypress, CA 90630
Name Daria Lewis
Phone 714 565 1550

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Statement of Work Attachment A
Email [email protected]
Address 1851 E 1st St.

Santa Ana, CA 92705
Name William Bennett III
Phone 916 825 0261
Email [email protected]
Address 1326 N. Market Blvd
Sacramento, CA 95834
Name Marcia Quo Schmidt
Phone 714 658 4943
Email [email protected]
Address 5700 Warland Drive
Cypress, CA 90630
Name Jim Potts, VP
Phone 949 241 6030
Email [email protected]
Address 5657 Copley Drive
San Diego, CA 92111
Supplier’s staff name may change upon mutual agreement of the parties. Supplier may update the name of its staff by written communication to UC.

2.3 Program Administration: Supplier must provide the necessary staff, infrastructure, and other resources at a level sufficient to ensure efficient, effective, and continually improving fulfillment of its obligations under this Agreement, and as further detailed in the RFP and Supplier’s Response, including, but not limited to:

2.3.1 All support to be available no less than Monday – Friday, 8:00am-5:00pm (Pacific), except holidays.

2.3.2 Provide a toll-free 800 number for Customer Service calls.

2.3.3 Coordinate contract/program implementation, including designating associated Project Manager.

2.3.4 Account management for on-going contract monitoring, maintenance and communication.

2.3.5 Account Representative(s) dedicated to UC Locations.

2.3.6 To insure customer service satisfaction, Supplier is required to call customer 3 days after equipment installation and training. Customer shall be defined as a designated user for that location. For UC Locations with MFD/Printer Fleet Management Programs, Customer shall be defined as the designated contacts for those Programs.

2.3.7 Supplier’s account representative must make frequent on-site visits sufficient to effectively address and resolve issues related to the fulfillment of Suppliers

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Statement of Work Attachment A
obligations under the Agreement including, but not limited to: customer orders, problems, and invoice disputes; increase sales activity; advise regarding cost reduction and process improvement opportunities; assist in resolving problems; demonstrate products; provide training; and other customer services as required for the efficient operation of the program.

2.3.8 Coordinate all the order/installation process, inquiries regarding order status, and pricing concerns.

2.3.9 Regular business review meetings (frequency to be determined by each location, though no less than quarterly) between Supplier’s account manager and other representatives as needed (specialists, local representatives, management) and UC Purchasing and/or MFD/Printer Fleet Management Program at each location to review and discuss agreement purchase activity, Supplier key performance indicators (KPIs) and metrics, outstanding issues, new products and services roadmaps, and other related issues.

2.3.10 Maintain a customer service satisfaction level of 98% or better as evidenced by the results of regular customer survey’s conducted by supplier.

2.3.11 A designated contact for billing/invoicing questions and issues.

2.3.12 Ensure that all Supplier support staff are oriented and trained on Supplier’s transaction systems and other infrastructure and processes at a level sufficient to meet University’s needs and comply with Supplier’s obligations under the Agreement.

2.4 Consistency: Supplier must provide and assure consistency across all UC Locations in the following areas:

2.4.1 Pricing on all Products

2.4.2 Discounts on all Products

2.4.3 Support offerings

2.4.4 New Support offerings

2.4.5 Customer Service

2.4.6 Quality Control

2.4.7 Ordering and Payment Processes and Systems

2.5 Partnering: Suppliers must establish and maintain a partner relationship with UC Location Purchasing and/or MFD/Printer Fleet Management Program with respect to MFDs and Laser Printers at each location to achieve objectives such as:

2.5.1 Improving Supplier performance

2.5.2 Improving product and service quality

2.5.3 Improving equipment utilization levels to reduce costs

2.5.4 Increasing sales through product show sponsorship and other marketing assistance

2.5.5 Reduction of paperwork and increased efficiency through consolidated invoicing and other methods

2.5.6 Competitive pricing strategies

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2.6 In the event of a problem, Supplier makes the following escalation process available to UC:

Escalation Process and Chain of Command for Problem Resolution Area
Level One Level Two Level Three
Why /
When to
Call
Who to
Call
Why / When
to Call
Who to
Call
Why / When to
Call
Who to
Call
Customer
Issues
Customer
issues
Xerox
Customer
Service
Unit
Customer
issues beyond
the control of
or not
resolved by
Customer
Service
Client
Manager
Customer issues
beyond the
control of or not
resolved by Client
Manager
Account
General
Manager
Sales
Requests for
Sales related
issues or
support
Xerox
Customer
Service
Unit
Requests for
Sales related
issues or
support not
being
addressed by
Customer
Service
Client
Manager
Requests for Sales
related issues or
support not being
addressed by
Client Manager
Public
Sector
Sales
Manager
Technical
Service
Routine
Service
required
Xerox
Service
Help Desk
Technical
Service issues
not resolved
in a timely
fashion by
Help
Desk/Custome
r Service
Engineer
Area
Service
Manager
Technical Service
issues not
resolved in a
timely fashion
by Area Service
Manager
VP
Technical
Services

2.6.1 "Client Relationship Escalation Procedures”: To effectively manage the Client relationship, Xerox recommends implementation of a document transformational business model and strategy that demonstrates various ‘touch points' within both organizations that covers:
x Management: Allows the effective Operational Management of the contract with respect to the provision of the service and delivery of the documented Key

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Performance Indicators (KPIs) and Key Risk Indicators (KRIs) across all the business streams.
x Innovation: Allows a continuous focus on innovation of existing contracted services plus a focus on new value-added propositions.
x Review: Provides a regular Strategic review process at a senior corporate level that enables both parties to understand synergies between both organizations that will add value to the relationship through the contract period.

2.6.2 Issue Escalation Procedures: The effective management of risk and issues is an essential component of all successful programs. At the beginning of the implementation period Xerox will develop a risk and issue log that will be jointly managed with University of California on a regular basis. The risk and issue log will ensure accountability for risks and issues together with clear action to manage and, where possible, mitigate risk and resolve issues. Equally, Xerox will agree risk and issue thresholds with University of California to ensure the appropriate level of visibility and escalation. The escalation of risks and issues will be managed through an agreed management hierarchy based on their type and criticality.

2.6.3 Technical Service Escalation/Problem Resolution Process (see escalation process in Exhibit 3 Supplier UC Account Support Team. The steps for problem escalation are as follows:
i. If the problem is not identified: Customer Service Engineer (CSE) contacts the Xerox Hotline to notify the Work Group Leader, who must respond within one hour.
ii. If the problem remains unidentified and or unresolved: CSE re-contacts the Work Group Leader and the Xerox Field Manager for Customer Service to get further assistance and direction. This activity must transpire within 1-3 hours.
iii. If Problem is still not identified or resolved: CSE contacts Work Group Leader, Customer Service Technical Specialist, and Field Manager for Customer Service to obtain further suggestions/information. This should occur within 3-4 hours.
iv. If Problem is still not identified or resolved: CSE makes arrangements to receive site assistance from Work Group Leader/Customer Service Technical Specialist and notifies the customer’s decision maker on equipment status.

This should occur within four to six hours.
v. If Problem is still not identified or resolved: CSE, Work Group Leader and Customer Service Technical Specialist contact Field Manager Technical Service to seek assistance outside the immediate support team. This should occur within six to eight hours.

2.7 Disaster Recovery/Business Continuity Plan: Supplier must establish, test, and maintain a Disaster Recovery/Business Continuity Plan, and deploy other systems and processes

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as necessary, in order to ensure efficient and timely fulfillment of its obligations under this Agreement in the event of a disaster or other service interrupting event.

2.8 Service Standards: During the term of this Agreement and any extension(s) of the Term, Supplier will provide the following minimum service standards:

2.9 During the term of this Agreement and any extension(s) of such term, Supplier shall provide after-hours services based on the following service standards.

2.9.1 Response time – Average 4 hours

2.9.2 Repair time – Average 2 hours

2.10 After hours Maintenance services requested and performed outside Supplier’s normal business hours will be charged to UC at the rates provided in the Exhibit 1 and Exhibit 2.

Supplier shall not charge UC more than thirty (30) minutes travel time for the services performed after normal business hours.

Description Commitment

1. Service/Guarantee
a) Total uptime per device
b) MFD warranty (parts & labor)
a) 96% (not more than 8 hours of downtime per month based on the total number of working hours per month)
b) 90 days - Total customer satisfaction guarantee

2.Response/Repair Time
a) Response time per device
b) Response times to areas
beyond 20 miles from major
UC Locations
a) 4 business hours with 1 business hour acknowledging
call back from technician or dispatch — starting from time of call placement
Maximum 8 hours or upon mutually agreed time with field office or location administrators.

3.Delivery/Installation
a) Delivery (new equipment)
b) Delivery (replacement parts)
c) Delivery (supplies)
d) Installation
10 business days from vendor receipt of order; delivery between 8am and 12noon (Pacific), with one hour predelivery call, unless otherwise arranged b) Within 8 business hours from vendor receipt of order c) Within 2 business days from vendor receipt of order
d) Installation upon delivery, unless otherwise arranged

4.Setup Within 4 business hours of delivery, unless otherwise arranged.

5.Training
Initial Customer training and IT
support
Unlimited user training on features and functionality at no charge. Initial IT - support no charge.

6. Customer Service
a) 800 Number
b) Return customer calls
a) At no cost
b) Within 1 business hour

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2.11 Supplier agrees to provide to UC, during Supplier's normal business hours (MondayFriday, 8:00am-5:00pm Pacific), the maintenance necessary to keep the Product in, or restore the Product to, good working order. This maintenance service includes maintenance, based upon the specific needs of individual Product, as determined by Supplier, and unscheduled, on-call remedial maintenance.

Maintenance will include, but is not limited to, lubrication, adjustments, and the replacement of maintenance parts deemed necessary by Supplier. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Supplier. Maintenance services provided under this Agreement does not assure uninterrupted operation of the Product.

Maintenance service requested and performed outside Supplier's normal business hours will be charged to UC at Supplier's applicable time and material rates and terms as provided in this Agreement.

Maintenance costs must be fixed or lowered during the term of the contract.

Maintenance costs cannot increase in price during the term of the Agreement.

2.12 Service Warranty: Supplier warrants that services will be performed in a good workmanlike manner in accordance with the applicable service description. Supplier will service during the warranty as well as during the Service Contract through its own Service Organization. It is understood and agreed by UC that Supplier retains exclusive ownership and control of any proprietary software diagnostics utilized in servicing the Products. Supplier to provide MFD and Laser Printer warranty (Parts and labor) 90 Days – Total Satisfaction Guarantee

2.13 Non-Performance Penalty: Supplier agrees to credit UC for not complying with the service standards specified in Section 2.8, as follows:

2.13.1 Maintenance credit - Up to one hundred (100) percent credit to individual UC Locations of monthly maintenance charge for individual MFD availability of less than ninety-six (96) percent calculated for each MFD as specified below:

Uptime % Credit (off maintenance monthly charge)
Uptime % Credit (off maintenance
monthly charge)
100% - 96.0% 0

95.9% - 95.0% 1%

94.9% - 94.0% 2%

93.9% - 93.0% 4%

92.9% - 92.0% 6%

91.9% - 91.0% 8%

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90.9% - 90.0% 10%

89.9% - 89.0% 12%

88.9% - 88.0% 14%

87.9% - 87.0% 16%

86.9% - 86.0% 18%

85.9% - 85.0% 20%

84.9% - 84.0% 22%

83.9% - 82.0% 24%

82.9% - 82.0% 26%

81.9% - 81.0% 28%

81.9% - 80.0% 30%
Less than 80.0% 100%
For purposes of computing the effective performance lever, accumulated hours of failure downtime for any month will be adjusted to the nearest whole of half-hour.

Credits to be calculated based on prorated share of maintenance charge to be calculated and prorated on a per equipment/unit basis.

Uptime is defined as the number of hours that each MFD is available and in good working order during Principle Period of Maintenance coverage as follows:

Uptime Percentage = PPM - FT x 100
PPM
PPM - Principle Period of Maintenance (8:00am - 5:00pm, Monday through Friday, except holidays)
FT - Failure Time
For purpose of calculation, Failure Time is defined as any time during the Principle Period of Maintenance when a MFD is incapable of using any its features and functions, due to a failure of the machine mechanically or electronically. This Failure Time will be tracked and reported by Supplier.

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2.13.2 Delivery credit - Up to fifteen (15) percent of the UC net purchase price and/or monthly lease charge to be calculated on a per equipment unit basis for each device as specified below. The credit for late delivery will not apply in the event Supplier provides, within required delivery time, a loaner acceptable by UC ordering department.

Delivery Schedule
(Business Days)
Credit
(Off UC purchase/lease price)
10 days 0%
11 days 1.0%
12 days 2.0%
13 days 3.0%
14 days 4.0%
15 days 5.0%
16 days 6.0%
17 days 7.0%
18 days 8.0%
19 days
20 days
More than 20 days

9.0%

10.0%

15.0%
Credits to be calculated based on the UC Net purchase price and/or monthly lease/rental charge to be calculated on a per device basis.

2.13.3 The minimum quality of service standards set forth above recognize that occasional errors are likely, however, the Supplier further agrees to use best efforts to achieve 100% of service level. Should the service levels fall below the minimum standards and the Supplier does not take corrective action within thirty (30) days following University written notification, the University reserves the right to terminate the Agreement immediately.

2.14 Delivery and Installation:

Supplier shall provide delivery and installation of devices, including fulfillment process from UC Purchase Order submission to delivery, all at no separate or additional charges to University except as stated under Section 13(7) of the Agreement. UC has the option to accept or reject all Products delivered after promised delivery time, and in addition, may hold Supplier liable to an direct damages caused by late delivery as determined and documented by UC; provided, however, in no event shall the amount of such direct damages exceed UC documented replacement substitution cost for Products ordered. Supplier will report any delivery delay whatsoever to the ordering location, as well as its cause, within two (2) days after Supplier is able to reasonably determine there will be such a delay; such report will be provided to UC by telephone, email, or facsimile.

Supplier shall keep UC fully informed if late delivery is due to causes beyond the

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reasonable control and without the fault or negligence of Supplier, including but not limited to: acts of God, war, civil commotion, governmental action, fire, floods, unusually severe weather, explosions, earthquakes, strikes or walkouts against UC, quarantine restrictions, or other causes beyond reasonable control of Supplier.

2.14.1 Suppliers’ dedicated account representative must coordinate all the delivery, installation and training processes with designated representative(s) at each UC Location.

2.14.2 Supplier will provide a written acknowledgment of equipment delivery and installation.

2.15 Training: Supplier must provide training to UC authorized personnel sufficient to enable the proficient and productive use of Supplier’s devices, systems and processes including, but not limited to:
• Initial Training (following installation)
• Follow-up training
• On-going training (existing and new users)

2.15.1 Training to be provided by Supplier at UC Locations at mutually agreed upon dates and times, at no charge to UC.

2.16 Sustainability: Suppliers shall comply with the University of California Sustainable Practices Policy which is the University’s standard for all sustainable practices including, but not limited to:

2.16.1 For each device covered under the Agreement, Supplier must provide that device’s EPEAT rating (Gold, Silver, Bronze) along with the EPEAT recorded options score.

Each device must have achieved a minimum EPEAT rating of Bronze.

2.16.2 Provide a take back process for toner cartridges and other consumables at no additional cost to University.

2.16.3 Post Consumer Waste (PCW) Paper:
x All devices shall be able to use recycled content paper up to and including 100% Post Consumer Waste (PCW) paper with high reliability, as long as the paper in use meets standard paper categories (e.g. copy, laser, or multi-purpose paper). x Full duplexing using up to and including 100% PCW paper shall be guaranteed by the manufacturer to reliably accomplish 100% duplexing. Recycled paper PCW content cannot be faulted by the Supplier’s service personnel for equipment malfunctions.

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x Should a condition arise in which paper is suspect in underperformance in a significant number of devices using the same paper or same paper batch numbers, further testing may be coordinated by a UC designated official with Supplier to test and determine the appropriate resolution.

2.16.4 Environmentally Responsible Packaging: Supplier agrees to use good faith efforts to utilize minimal packaging, environmentally responsible packaging, recycling practices, and packaging take back for reuse, to minimize the adverse effects of packaging on the environment.

2.16.5 Provide a process by which devices can be taken back by the Supplier at the end of their useful life for remanufacturing, refurbishing, or recycling of parts. For MFDs, Supplier must take back devices at the end of their useful life at no cost, at University discretion.

2.16.6 Sustainable Transportation: Supplier agrees to work towards creating a delivery and transportation model which minimizes Green House Gas (GHG) emissions and has the least impact on the environment. The purchase of the cleanest and most efficient vehicles and tires will be a Supplier goal. The use of alternative fuels will be utilized where and when appropriate.

2.16.7 Sustainable Operations: Supplier agrees to implement a continuous improvement program related to sustainable operations of its facilities.

2.16.8 Reporting: Supplier will report to UC during the quarterly business reviews regarding the improvements that have been made in the previous quarter and planned improvements for the upcoming quarters. Supplier will provide UC quarterly summary reports as specified in the RFP detailing purchases, incentives and the purchase of sustainable products by UC systemwide and by location.

2.16.9 Supplier is required to register and participate in an assessment of their sustainability practices and procedures through the Ecovadis Corporate Social Responsibility (CSR) monitoring platform. For more information on the EcoVadis platform and costs associated with an assessment, please see the EcoVadis Supplier Solutions Website here: https://www.ecovadis.com/us/supplier-solutions-2/.

2.17 Accessibility:

2.17.1 Products will be accessible to people with disabilities and comply with California Building Code 2016 for "forward reach” (11B-308.2) and for “side reach” (11B308.3).

2.17.2 OCR will be available on all scanners at no additional cost to UC.

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2.17.3 On devices with scanning functionality, the installer or repair person will ensure that a one-page instructional flyer is posted at the device that (a) explains why OCR is critical to make PDFs accessible to people with disabilities, (b) instructs the user how to easily turn the OCR capability on/off, (c) provides information about the impact of the OCR process on file size or other document properties, emailing, uploading, and other functionality, and (d) advises that all floor-standing devices should have sufficient clearance for wheelchair access.

2.17.4 Accessibility features for each product will be identified in the supplier’s online form/ecatalog.

2.18 Technical Support: Supplier must provide the following technical support to UC Locations:

2.18.1 Initial installation and configuration of MFD hardware and software for network connectivity and full functionality of the MFD to UC Locations and their IT resources, as needed and/or requested.

2.18.2 Onsite equipment electrical and mechanical troubleshooting and repairs.

2.18.3 Dedicated technical support staff with a working knowledge of all aspects of network functionality across all platforms including, but not limited to:

2.18.4 Hardware installation (network cards, cabling, etc.)

2.18.5 LDAP

2.18.6 Network administration (equipment, software installation/configuration, printer driver installation/configuration/characteristics and security settings as needed and requested.)

2.18.7 Advice and assistance with user-settable options in display menus and submenus

2.18.8 Support for MFDs or Laser Printer issues with respect to 3rd party vendor software and hardware.

2.18.9 Full maintenance services for Laser Printers, including repair parts, software and firmware updates and labor.

2.18.10 Supplier’s employees that will be physically present at UC Locations (i.e. delivering copiers, providing service) must conform to the following:
x Wear proper uniform
x Carry badges with picture ID
x Successfully passed the following pre-employment background security checks:
• Social security trace
• National criminal search (including national sex offender registry) • County criminal search
• Prior employer screening
• Highest level of education (exempt only)
• Motor vehicle record (driving roles only)
x Bonded, or appropriately equivalent Crime Insurance coverage

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2.18.11 Supplier must provide the following quantity of service technicians:
x UC Davis/UCD Health – 13 Service Technicians
x UC Merced – 8 Service Technicians
x UC San Francisco/UC Hastings/UCSF Health – Service 20 Technicians x UC Berkeley/UC Office of President/Lawrence Berkeley National – Service 25 Technicians
x UC Santa Cruz – Service 5 Technicians
x UCLA/UCSB/UC Irvine/UCLA Health/UC Irvine Health – 61 Service Technicians x UC San Diego/UCSD Health/UC Riverside – 43 Service Technicians x Total – 175 Technicians
There are 3 VP’s of Technical Service and 12 Local Service Managers.

2.18.11..1 It is understood that the quantity of technicians per UC Location may change over time based upon the Supplier product usage among the locations, but in no event will the quality of service diminish below the requirements of this Agreement.

2.18.11..2 Supplier will maintain a ratio of service technicians per MFD at a level sufficient to meet it’s obligations under the Agreement.

2.18.11..3 All technicians are trained and certified by Supplier for each product they serve.

2.18.11..4 Supplier will maintain an average field technician tenure of no less than 1 year.

3. Pricing:

3.1 Pricing on Exhibit 1 and Exhibit 2 is expressed as a discount from Manufacturer Suggested Retail Price) MSRP. MSRP must be available on a manufacturer’s published price list and be publicly available throughout the agreement term.

3.2 The prices of Supplier’s products included in this Agreement shall not increase for the duration of this Agreement for existing Models.

3.3 During the term of the Agreement, Supplier may add or delete contract devices introduced or removed from the market by the Supplier, provided the added device falls within the scope of the respective category. Supplier must update its dedicated contract websites and published catalogs and lists to reflect this change. New devices must be adequately described and the associated price list must be updated to reflect the new devices prices. Pricing must utilize the same pricing structure as was used for other devices falling into the same product category. The pricing structure will be dictated by the purchase price determined from the discount from Manufacturer Suggested Retail

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Price (MSRP) and other specified discounts listed in this RFP. Lease pricing will be dictated by the quoted leasing rates applied to the purchase price. Such additions and deletions must be approved by the UC contract administrator or their designee.

3.4 Certain models of equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely UC’s responsibility. Upon request, Supplier will provide additional information to UC regarding the security features available for particular equipment models

3.5 Supplier agrees to extend the pricing terms for maintenance services and supplies included in this Agreement to Supplier’s current population of Products placed at UC prior to the execution of this Agreement for models that are identical to the models in the bid. In the event that the current pricing for maintenance services and supplies is less compared to the pricing listed in Exhibit 1 and Exhibit 2, the current pricing shall not change.

3.6 Supplier will provide an additional 5% discount on the published UC equipment portion of the price list for Outright Sale/FMV and FPO Lease (equipment price only, excluding maintenance) for orders (order is defined as ordered at the same time on one order agreement) that includes revenue value that equals or exceeds $75,000 for any combination of office units (MFD/Printers) . Any/all discounts will be taken at the time of order.

3.7 MFD/Printer Fleet Management Programs: Some UC Locations (as identified in the RFP Campus Profiles) utilize established MFD/Printer Fleet Management Programs, or similar groups managing a large population of MFDs and/or Laser Printers for the UC Location. The value added services provided by these programs may vary, but generally include:
x Institutional knowledge and understanding of UC Location hierarchy, policies & procedures, and local campus geography;
x Onsite central point of contact at UC Location for first-tier service response and coordination, and centralized supplies and parts;
x Consultation and equipment needs assessment for multiple departments within the UC Location;
x Consolidation of multiple equipment orders onto single purchase orders (lease or purchase);
x Coordination for volume deliveries of equipment;
x Consolidated billing and meter reading reconciliation through a single contact at the UC Location;
x Coordination of internal campus services for: delivery access, electrical upgrades, network access, copy/print control systems, help desk troubleshooting, and service call avoidance;

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x Summary invoicing, and single-contact invoice reconciliation; x Managed mediation of customer equipment expectations and performance issues in lieu of the Supplier
In recognition of these value-added services currently in place at the UC Locations identified, and their resulting reduction in Suppliers’ efforts, resources, and expenses, Supplier will provide MFD/Printer Fleet Management Programs an additional Five percent (5%) discount off all pricing on Exhibit 1.

If, after the implementation of this contract, a UC Location not operating such a program as of the effective date of this Agreement determines that is in their best interest to deploy such a program, Supplier will be notified by that UC Location’s procurement office, after appropriate review and authorization. On authorization, such programs will be entitled to all benefits available to those programs currently established as detailed herein.

MFD/Printer Fleet Management Programs reserve the right to negotiate further discounts on any of Suppliers’ products and/or services provided for under this RFP and its resulting contract.

At UC Locations with MFD/Printer Fleet Management Programs, Supplier will partner with these programs and direct all potential campus customers at the UC Location to the program before selling or leasing an MFD/Printer to the campus customer.

Additionally, Supplier will provide marketing expertise to further the program development at the UC Location.

4. Reporting: Supplier must provide electronic reports (in Microsoft Excel) or any other requested format to designated UC contacts providing a wide range of information, at both the system-wide and individual UC Location level, related to the Agreement including, but not limited to:

4.1 Quarterly Report Population of MFDs and Laser Printers reports including but not limited to the following data:
x UC Location
x UC department
x UC purchase order number
x Name, phone and email for department placing the purchase order x Equipment serial number
x Name and Model of product(s) and/or service(s) Purchased x Quantity purchased
x Price paid, per unit and total
x Method of acquisition (lease, purchase, etc.)
x Sustainable product purchases

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4.2 Monthly Reports:
x Response time
x Repair time
x Uptime
x Total service calls
x Delivery time
x Installation time
x Open leases, remaining terms, etc.

4.3 Equipment inventory report that will provide a detail listing of all products and their locations at the particular UC Location.

4.4 Annual reports comparing UC contract pricing with Supplier’s other pricing available from in the higher education market.

4.5 Other reports as reasonably requested by UC.

4.6 Supplier must make a commercially reasonable effort to provide reports within five (5) business days.

5. Maintenance Service

5.1 Supplier agrees to provide to UC, during Supplier’s normal business hours, the maintenance service necessary to keep equipment in, or restore the equipment to, good working order in accordance with Supplier’s policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual equipment, as determined by Supplier, and unscheduled, on-call remedial maintenance.

5.2 Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Supplier. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Supplier. Maintenance services provided under this Agreement does not assure uninterrupted operation of the Product.

5.3 Supplier must coordinate all service calls through a centralized dispatch desk. All calls must be logged into a service system with a minimum of the following information:

5.3.1 All relevant customer information, location, phone number(s), contact name , caller name

5.3.2 A unique repair ticket number

5.3.3 Time of call placement from the customer

5.3.4 The customer’s reported equipment malfunction or issue

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5.3.5 The equipment id number, model and serial number

5.3.6 The equipment status operational status: operational, substandard, or inoperative

5.3.7 Dispatched agent name or id number, dispatched time, location, caller, make, model, serial # and problem

5.4 Suppliers must further log the following information upon call completion:

5.4.1 Service technician’s report of actual problem and troubleshooting & repair actions conducted.

5.4.2 Arrival time, End time, Total Repair time, service copies made, final call status i.e.:
completed.- closed, open, pending , escalated.

5.4.3 Meter readings upon service completion (i.e. print, scan, color, b/w).

5.5 Locations with MFD/Printer Fleet Management programs may require that the call completion information be supplied from the Supplier’s repair technician to a designated MFD/Printer Fleet Management program administrator at the conclusion of the service call.

5.6 Repair Parts And Supplies:

5.6.1 Supplier must carry in stock all common parts for no greater than next-day access by Supplier’s service personnel.

5.6.2 Supplier must produce or make parts and supplies available for no less than five (5) years after a model has been discontinued.

5.6.3 Supplier must provide all UC Locations with the same discount for parts and supplies for the devices covered under this Agreement.

5.7 MFD Service and Parts: Supplier must offer full maintenance services for MFDs, including repair parts, software and firmware updates and labor based on the following options:
i. Option 1: Cost Per Impression Charge – Zero Volume Base Supplier will provide full service maintenance with supplies, excluding paper. Supplier will invoice respective UC Location on a monthly basis using a cost per impression charge applied to the actual monthly impression volume in the covered period without any minimum and/or maximum volume restrictions. Volumes will not be estimated. These rates apply to purchased and leased MFDs.
ii. Option 2: Monthly Minimum Charge
Supplier will provide full service maintenance with supplies, excluding paper. Supplier will charge UC a fixed monthly minimum charge, which will include a monthly impression volume allowance, with a separate

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cost per impression charge applied to the overage. These rates apply to purchased and leased MFDs.
iii. Option 3: T&M - Fixed Charge per Occurrence
Supplier will provide service repairs and maintenance using a Time and Material option. Supplier charges UC a fixed amount per occurrence and/or a fixed hourly fee, after expiration of standard or extended equipment warranties.

5.8 Lemon Clause: After the 90-day warranty period and until 36 months from the date of installation, or coterminous in the case of a longer lease, except due to operator error, for any device that fails to operate in accordance with the manufacturer's published performance specifications three times in any four week period and/or is subject to recurring related problems, Supplier shall replace that device with a new MFD or Laser Printer that meets the requirements of the same lot as the original equipment model, at no cost to the user. This will take precedence over any other warranty or service maintenance clauses associated with this contract. For purchased devices, customers must maintain an uninterrupted maintenance agreement, cost per copy, or lease agreement including parts and supplies with the contract vendor for the Lemon Clause to apply past the initial 90-day warranty period. The UC Location Purchasing and/or MFD/Printer Fleet Management Program will review user requests for the application of this clause and will make a determination regarding its use.

If 25% or less of the device’s useful life has been used up, the device must be replaced with a “new device”. A “like for like” device may be used if 25% or more of the useful life of the device has been used up and the Customer agrees to the “like for like” exchange. Note: Prior to the lease or purchase of a device, awarded vendors must provide UC with the device’s “Useful Life”.

6. Data Security

6.1 For all MFDs/Laser Printers, Suppliers must:

6.1.1 Disclose all default accounts, access methods, and passwords on the device at delivery.

6.1.2 Certify that log-in credentials are not communicated in clear text by default, though clear text may be an option if cipher text is available as an option.

6.1.3 Deliver MFDs and/or Laser Printers with the latest, fully-patched software, firmware, or other OEM software as provided for device functionality as detailed on the “Specifications” tab of Exhibit 1 and Exhibit 2.

6.1.4 Notify all UC Locations of all known and reported vulnerabilities, and of planned updates or mitigations to software provided for device functionality as detailed on the “Specifications” tab of Exhibit 1 and Exhibit 2.

6.1.5 Disclose and describe shared accounts or service accounts that Supplier technicians may or will use, and the security procedures planned by Supplier.

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Statement of Work Attachment A

6.2 All devices must:

6.2.1 Provide secure login for administrator access (including username and password).

Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.2.2 Provide IP and MAC address filtering to limit users’ access to the device via the web interface; and

6.2.3 Provide on/off (switchable) provisions for other types of access, including but not limited to telnet, rsh, SNMP, FTP, IPSec, SSL/TLS, etc. Suppliers must list all on/off provisions for all types of access in their response.

6.3 All MFDs/Laser Printers that are equipped with hard drives must:

6.3.1 Possess an “always on” security feature that overwrites the sector(s) of the hard drive used for processing copy, print, or scan data using at least 3 passes, preventing the data from remaining on the hard drive of the MFD or Laser Printer after the copy, print, or scan job is finished.

6.3.2 Provide at least 128-bit AES encryption (or equivalent) as part of the storage process for any information held on the hard drive for long-term storage.

6.3.3 Provide secure login for administrator access (including username and password), allowing administrators to set access levels for users who perform tasks on the device (e.g., managing address books (fax or scan addresses), or printing print, fax, or copy/scan logs). Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.3.4 Isolate any incoming FAX line from all hardware that has network access. MFDs must have no physical or data connection between the Page Memory (or Temporary Data Storage) and the FAX controller.

6.4 Provide on/off (switchable) control of read/write access to the device from portable media (e.g., SD cards, USB drives, etc.); and be able to have their hard drives removed by a Supplier technician and surrendered to UC at the end of a lease, cost-per-copy agreement, or at trade-in (or at any time, for any reason, an MFD and/or Laser Printer is removed from UC) at no additional cost to UC.

6.5 In addition to the above, certain models of equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely UC’s responsibility. Upon request, Supplier will provide additional information to UC regarding the security features available for particular equipment models

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Statement of Work Attachment A

7. Technology Requirements: Suppliers’ devices must have the technological capability to fulfill specific requirements of the University including, but not limited to the following required device technologies:

7.1 100baseT or greater Ethernet connectivity

7.2 Connectivity to Supplier's MFDs and/or Laser Printers by devices using the following operating systems, including universal and device-specific PPDs. Include the expected timeframe for release of PPDs after operating system upgrades:

7.2.1 Windows (requirement is from Windows 10.0 and higher; Suppliers to specify versions)

7.2.2 Macintosh (Suppliers to specify versions; requirement is from OSX 10.13 and higher)

7.2.3 IOS (Suppliers to specify versions; requirement is from iOS 11.0 and higher)

7.2.4 Android (Suppliers to specify versions; requirement is from Android OS 8.0 and higher)

7.3 Connectivity to Supplier’s MFDs and/or Laser Printers by following communications protocols:

7.3.1 POP, IMAP

7.3.2 IPv4/IPv6/IPsec

7.3.3 LDAPv3 or higher

7.3.4 Kerberos – must include Kerberos for Windows and Macintosh Operating Systems listed in 2a-2b above

7.3.5 LPR/LPD/IPP

7.3.6 Bonjour

7.3.7 SMTP

7.3.8 SNMP v1 – v3 including authentication protocols

7.3.9 TCP port 9100 direct printing (bidirectional)

7.3.10 SSL/TLS

7.4 Printing to Supplier's MFDs and/or Laser Printers using the following printing protocols/output types:

7.4.1 PostScript Level 3

7.4.2 PCL 6e

7.4.3 PDF

7.5 Effective and successful installation and set-up of Supplier's MFDs and/or Laser Printers on University network.

7.6 Effective and successful installation and set-up of connectivity software (including, but not limited to, PPDs) to Supplier's MFDs/Laser Printers on customer computers as requested by the UC Location.

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Statement of Work Attachment A

7.7 All Proposers' devices must be able to interface with existing third-party access control and management systems at UC locations (Equitrac, ITC, Pharos, PaperCut, PCounter, or comparable), with the following requirements to achieve reliable and accurate transactions and transactional reporting:

7.7.1 Embedded software and/or external hardware to enable use of the third- party system; device-specific interface cables for external hardware must be provided and installed by Supplier at no cost to UC;

7.7.2 Network connectivity across a hard-wired and/or a wireless network;

7.7.3 Ability to use USB proximity and/or magnetic stripe card readers for user authentication and access to the third-party system.

8. Product Acquisition

8.1 Required MFD’s: During the term of the Agreement, Supplier must provide at least one model MFD that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of MFD fulfilling the category requirements below.
x Category 1 - B/W Desktop 20+ pages per minute
x Category 2 - B/W 20-30 pages per minute
x Category 3 - B/W 31-40 pages per minute
x Category 4A - B/W 41-50 pages per minute
x Category 4B - B/W 51-60 pages per minute
x Category 5 - B/W 61-90 pages per minute
x Category 1 - Color Desktop 20+ pages per minute
x Category 2 - Color 20-30 pages per minute
x Category 3 - Color 31-40 pages per minute
x Category 4A - Color 41-50 pages per minute
x Category 4B - Color 51-60 pages per minute
x Category 5 - Color 61-90 pages per minute

8.2 Required Laser Printers: During the term of the Agreement, Supplier must provide at least one model Laser Printer that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of Laser Printer fulfilling the category requirements below. Each model MUST have the ability to perform duplex printing and have ethernet connectivity:
x Category 1 - Low Volume - B/W 25-40 pages per minute
x Category 2 - Mid Volume - B/W 41-55 pages per minute
x Category 3 - High Volume - B/W 56-70 pages per minute x Category 1 - Low Volume - Color 10-20 pages per minute

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Statement of Work Attachment A
x Category 2 - Mid Volume - Color 21-35 pages per minute x Category 3 - High Volume - Color 36-50 pages per minute

8.3 Purchase Option: Supplier agrees to sell to UC the required devices listed herein and associated products and services, if requested by UC, in accordance with the requirements set forth in this Agreement. Supplier shall warrant that the Products are new and owned by Supplier. Supplier warrants that it will repair or replace defective Products and/or parts, including labor at no cost to UC for ninety (90) days after the installation date. The title for the purchased MFDs and/or Laser Printers will be transferred to UC. In conjunction with purchased MFDs, Suppliers must offer a cost per copy (CPC) rate for service and supplies.

8.4 Lease Option: Suppliers agrees to offer to UC the required MFDs listed herein and associated products and services based on the following Full Market Value (FMV) and $1 buyout terms:
x 36 Months
x 48 Months
x 60 Months

8.4.2 In conjunction with leased MFDs, Supplier must offer a CPC rate for service and supplies.

8.4.3 In conjunction with leased MFDs, on both FMV and $1 buyout option, Supplier must offer a service and supply component.

8.5 Trial Units: Supplier must offer current models to UC Locations on a trial basis for thirty (30) days. UC Locations may opt to purchase or lease the trial model, request a different model for trial, or return the trial model(s) with no obligation to Supplier.

8.6 Product Certification: Supplier certifies and warrants that all products sold to UC under the Agreement:

8.6.1 Shall be new and genuine, except short term rentals or temporary replacements.

Equipment provided under the Contract is currently manufactured by Xerox, though the equipment may contain recycled components that have been reprocessed to meet Xerox’ new parts performance standards. The University will be the first user of the equipment.

8.6.2 Shall be provided to UC in the manufacturer's original packaging unless otherwise requested by UC.

8.6.3 Shall be manufactured and sold or distributed to the Supplier for retail sale in the United States.

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Statement of Work Attachment A

8.6.4 Shall be sold to the Supplier from legal and reputable channels, which are understood to be the manufacturer or authorized representatives of the manufacturer.

8.6.5 Shall not be altered or misbranded within the meaning of the Federal and State laws applicable to such products.

8.7 Trade-ins: Supplier agrees to assist UC in obtaining the best trade-in values available for UC owned Products through Supplier’s recommended Equipment Brokers. Supplier shall provide the required administrative support, including removal of UC owned products, to UC to effectively manage the trade-in transaction(s) at no cost to UC.

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Exhibit 3 – Xerox Account Support Team*
UC System-wide Contract 2020
Campus Support Contact Phone Email
All, Vice President Doug Macphee 562-977-7464 [email protected] UC San Diego Daria Lewis 714-565-1550 [email protected] UC Irvine Daria Lewis 714-565-1550 [email protected] UC Riverside Marcia Quo-Schmidt 714-565-1112 [email protected] UC Los Angeles Martin Soto 310-484-3799 [email protected] UC Santa Barbara Martin Soto 310-484-3799 [email protected] UC Santa Cruz Scott Reiber 925-701-1657 [email protected] UC San Francisco Scott Reiber 925-701-1657 [email protected] UC Berkeley Scott Reiber 925-701-1657 [email protected] UCOP Scott Reiber 925-701-1657 [email protected]
UC Davis Bill Bennett 916-928-0770 [email protected] UC Merced Bill Bennett 916-928-0770 [email protected] (*) Supplier’s staff name may change upon mutual agreement of the parties. Supplier may update the name of its staff by written communication to UC.

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ATTACHMENT B

ADDITIONAL TERMS APPLICABLE TO ALL NON- UNIVERSITY OF CALIFORNIA ENTITIES The following terms (“Non-University Terms”) are in addition to the terms included in the University of California Master Agreement and shall only be available to Non-University of California entities to procure equipment and services under this Agreement. Xerox agrees to make resulting Non-University of California pricing and terms from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) through OMNIA Partners’ Cooperative purchasing program so long as such Public Agency is a registered member at OMNIA. For clarity, it is the express intention of the parties that only the Non-University of California pricing and terms from this solicitation shall be made available to non-University of California entities under the University of California Master Agreement. Should there be a conflict between the Non-University Terms and the terms of the University of California Master Agreement, the Non-University Terms will control.

General Terms and Conditions

1. SCOPE. The acquisition of Products and Maintenance Services by Non University of California entities is subject to the applicable terms and conditions of the University of California Master Agreement as modified by this Attachment B (the “Agreement”). In the event of a conflict among these documents, this Agreement will take precedence. “Products” means Xerox-brand equipment (“Equipment”), Software and Consumable Supplies ordered under this Agreement.

2. TERM. The initial term of this Agreement (“Initial Term”) will commence on the date it is accepted by Xerox, and it will expire on the last day of the 36th full calendar month thereafter, unless early terminated by either party upon not less than 90-days’ notice. Following the Initial Term, this Agreement may be renewed for two (2) additional one-year terms, under the same terms and conditions. Upon the expiration or termination of this Agreement, each IA (as defined in Section 3.a.) shall remain in full force and effect until the end of its term and shall be governed by the terms and conditions of this Agreement as if it were still in effect.

3. ORDER DOCUMENTS.
a. Customer will issue documents that Customer or Xerox require for acquisitions hereunder, including purchase orders and individual standard form Xerox agreements (“Order Document(s)”) for order entry purposes only, specifying Customer’s requested shipment date, installation site, quantities, bill-to address and product description, including any Trade-In Equipment. Notwithstanding anything contained in any Order Document which is at variance with or additional to this Agreement, Order Documents will incorporate and be subject solely to the terms and conditions of this Agreement, except for standard Xerox agreement terms and conditions related to options selected by Customer at time of order. Xerox reserves the right to review and approve Customer’s credit prior to acceptance of an Order Document, and Customer authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies. Upon acceptance by Xerox, the Order Document creates an individual agreement (“IA”) for the Products identified therein. An IA for “Standard Lease” or “Major Account Lease” may be referred to herein as a “Lease IA”. An IA for “Cash Purchase” or “Major Account Purchase” may be referred to herein as a “Purchase IA”. b. Order Documents may be submitted by hard copy or electronic means and those submitted electronically will be considered: (i) a “writing” or “in writing”; (ii) “signed” by Customer; (iii) an “original” when printed from electronic records established and maintained in the ordinary course of business; and, (iv) valid and enforceable.

4. ELIGIBLE AFFILIATES. Xerox will provide Products under this Agreement to Customer’s Members. If a Member submits an Order Document, it will be the “Customer” for purposes of the resulting IA. If Customer divests a Member, such divested entity is no longer eligible to submit Orders under this Agreement.

5. PRODUCTS. Customer represents that the Products: (i) will be used in Customer’s business in the United States, its territories and possessions (“U.S.”); (ii) are not being acquired for resale; and (iii) will not be used for personal, household or family purposes. Xerox may, for purposes of future order-taking, add Products to this Agreement or withdraw Products that become no longer generally commercially available.

6. EQUIPMENT STATUS. Except for Equipment identified in an IA as “Previously Installed”, Equipment will be (a) "Newly Manufactured", which may contain some reconditioned components; (b) "Factory Produced New Model", which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains new and reconditioned components; or (c) "Remanufactured", which has been factory produced following disassembly to a Xerox predetermined standard and contains new and reconditioned components.

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ATTACHMENT B – Additional Terms applicable to all Non-University of California Entities Page 2 of 26 RT (11/2020)

7. EQUIPMENT COMMENCEMENT & INSTALLATION DATES. The initial Term of an IA that includes Equipment will commence on the “Installation Date”, which means: (a) for Equipment installed by Xerox, the date Xerox determines the Equipment to be operating satisfactorily and is available for Customer’s use, as demonstrated by successful completion of diagnostic routines; and (b) for Equipment designated as “Customer Installable”, the Equipment delivery date.

8. DATA SECURITY. Certain models of Equipment can be configured to include a variety of data security features.

There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely Customer’s responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models.

9. MAINTENANCE SERVICES. Except for Equipment identified as "No Svc.", Xerox (or a designated servicer) will keep the Equipment in good working order (“Maintenance Services”). The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment issues by: (a) utilizing Customerimplemented remedies provided by Xerox; (b) replacing Cartridges; and (c) providing information to and implementing recommendations provided by Xerox telephone support personnel. If an Equipment issue is not resolved after completion of (a) through (c) above, Xerox will provide on-site support as provided in the applicable IA. Maintenance Services are provided as a mandatory part of a Lease or Rental IA, or under a Maintenance IA.

Maintenance Services will be provided during Xerox’s standard working hours in areas open for repair service for the Equipment. Maintenance Services excludes repairs due to: (a) misuse, neglect or abuse; (b) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox’s published specifications; (c) use of options, accessories or products not serviced by Xerox; (d) non-Xerox alterations, relocation, service or supplies; or (e) failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox’s property. If Xerox is unable to repair the Equipment so that it performs consistently in accordance with its specifications, Xerox will replace the Equipment with an identical model or, at Xerox’s option, another model with comparable features and capabilities.

There will be no additional charge for the replacement Equipment during the remainder of the initial Term. If meter reads are a component of a Maintenance Plan, Customer will provide them using the method and frequency identified by Xerox. If Customer does not provide a meter reading for Equipment not capable of Remote Data Access, or if Remote Data Access is interrupted, Xerox may reasonably estimate the reading and bill Customer accordingly.

10. CARTRIDGES. If Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer-replaceable units, including copy/print cartridges and xerographic modules or fuser modules (“Cartridges”), Customer agrees to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States and the failure to use such Cartridges shall void any warranty applicable to such Equipment. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured, or reprocessed. Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new and/or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S. Equipment configuration that permits use of non-newly manufactured original Xerox Cartridges may be available from Xerox at an additional charge.

11. DELIVERY & REMOVAL. Equipment prices include standard delivery charges for all Equipment and, for Equipment for which Xerox retains ownership, standard removal charges. Non-standard delivery or removal will be at Customer’s expense.

12. PAYMENT & TAXES.
a. If the invoice displays a due date, payment must be received by Xerox on or before the due date. If the invoice does not display a due date, payment must be received by Xerox in accordance with the state’s prompt payment statutes, or, if such statutes are not applicable, within 30 days after the invoice date. All invoice payments under this Agreement shall be made via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account. Restrictive covenants on payment instruments will not reduce Customer’s obligations.
b. Customer is responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement (“Taxes”), which will be included in Xerox’s invoice unless Customer timely provides proof of its tax exempt status. Taxes do not include taxes on Xerox’s income and, for Lease IAs, Taxes do not include personal property taxes in jurisdictions where Xerox is required to pay personal property taxes. Except for Equipment that includes a Bargain Purchase Option, a Lease IA is a lease for all income tax purposes and Customer will not claim any credit or deduction for depreciation of the Equipment or take any other action inconsistent with its role as lessee of the Equipment.

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13. LATE CHARGES & DEFAULT. If a payment is not received by Xerox within 10 days after the due date, Xerox may charge, and Customer will pay, a late charge equal to 5% of the amount due or $25, whichever is greater, or the amount allowed by applicable law, if less. Customer will be in default under an IA if Xerox does not receive any payment within 15 days after the date it is due or Customer breaches any other obligation under this Agreement, any IA hereunder, or any other agreement with Xerox. Customer will pay all reasonable costs, including attorneys’ fees, incurred by Xerox to enforce this Agreement or any IA.

14. NON-CANCELABLE AGREEMENT. LEASE AND INSTALLMENT PURCHASE IA’s CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER’S OBLIGATION TO MAKE ALL

PAYMENTS, AND TO PAY ANY OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND

UNCONDITIONAL AND NOT SUBJECT TO DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR

RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST XEROX.

15. WARRANTY DISCLAIMER & WAIVERS. XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

16. LEASE OPTIONS FOR PURCHASE, RENEWAL, AND TERMINATION. The following options are available for Equipment under a Lease IA:
a. If not in default hereunder, Customer may purchase the Equipment, “AS IS, WHERE-IS” and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term of a Lease IA for the purchase option indicated in such IA, plus all applicable Taxes. b. Unless either party provides notice of termination at least 30 days before the end of the initial Term of a Lease IA, it will renew automatically on a month-to-month basis on the same terms and conditions. During this renewal period, either party may terminate the Lease IA upon at least 30 days’ notice. Upon termination, Customer will make the Equipment available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered (reasonable wear and tear excepted).

17. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox-brand Product infringes a third party’s U.S. intellectual property rights.

Customer will promptly notify Xerox of any alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless Xerox pre-approves them in writing.

To avoid infringement, Xerox may modify or substitute an equivalent Xerox-brand Product and, if purchased, refund the price paid for the Xerox-brand Product (less the reasonable rental value for the period it was available to Customer), or obtain any necessary licenses. Xerox is not liable for any infringement based upon a Xerox-brand Product being modified to Customer’s specifications or being used or sold with products not provided by Xerox.

18. LIMITATION OF LIABILITY. For claims arising out of or relating to this Agreement or any IA written hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory, but excepting liability under the indemnification obligations set forth in this Agreement, Xerox will not be liable to Customer for any direct damages relating to this Agreement or any IA written hereunder in excess of the sum of the amounts paid and to be paid during the initial Term of the applicable IA and neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages.

19. ASSIGNMENT. Neither party may assign without the prior written consent of the other party.

20. NOTICES. Unless provided otherwise in this Agreement, notices under this Agreement or any IA must be sent in writing to the party’s address or facsimile number set forth below. Notices will be deemed given 5 days after mailing by first class mail, 2 days after sending by nationally recognized overnight courier, or on the date of electronic confirmation of receipt of a facsimile transmission, when followed by mailing of such notice as provided herein. Invoices are not considered notices under this Agreement and are governed by provisions relating specifically thereto. All payment related notices under an IA shall be sent: (a) to Customer at the “Bill to” address in the IA, and (b) to Xerox at the inquiry address on the most recent invoice. All other notices under this Agreement or an IA shall be sent to a party at its address or facsimile number below. Either party may change its address or facsimile number for receipt of notice by notifying the other party at its address or facsimile number below.

To Customer: To Xerox:

Office of General Counsel
Xerox Corporation
45 Glover Avenue
P. O. Box 4505
Norwalk, CT 06856-4505

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ATTACHMENT B – Additional Terms applicable to all Non-University of California Entities Page 4 of 26 RT (11/2020)
Facsimile: Facsimile:

21. FORCE MAJEURE. Xerox will not be liable to Customer during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control. Xerox will notify Customer if such a circumstance occurs.

22. CONSUMABLE SUPPLIES. Consumable Supplies vary depending upon the Equipment model. If “Consumable Supplies” is identified in Maintenance Plan Features, Consumable Supplies include: (i) for black and white Equipment, standard black toner and/or dry ink, black developer, Copy Cartridges, and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment, the items in (i) plus standard cyan, magenta, and yellow toners and dry inks (and their associated developers); and, (iii) for Equipment identified as “Phaser”, only, 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. Xerox may charge a shipping and handling fee for Consumable Supplies. Consumable Supplies are Xerox's property until used by Customer, and Customer will use them only with the Equipment for which “Consumable Supplies” is identified in Maintenance Plan Features. If Consumables Supplies are furnished with recycling information, Customer will return the used item, at Xerox’s expense, for remanufacturing. Shipping information is available at Xerox.com/GWA. Upon expiration of this Agreement, Customer will include any unused Consumable Supplies with the Equipment for return to Xerox at the time of removal. If Customer’s use of Consumable Supplies exceeds Xerox's published yield by more than 10%, Xerox will notify Customer of such excess usage. If such excess usage does not cease within 30 days after such notice, Xerox may charge Customer for such excess usage. Upon request, Customer will provide current meter reads and/or an inventory of Consumable Supplies in its possession.

23. RELOCATION. Until Customer has paid in full under a Purchase IA or Installment Purchase IA, or while Equipment is subject to a Lease or Rental IA: (a) all Equipment relocations must be arranged (or approved in advance) by Xerox and will be at Customer’s expense; (b) while Equipment is being relocated, Customer remains responsible to make all payments under the applicable IA; and (c) Equipment cannot be relocated outside of the U.S.

24. SOFTWARE
a. SOFTWARE LICENSE. Xerox grants Customer a non-exclusive, non-transferable license to use in the U.S.:
(a) software and accompanying documentation provided with Xerox-brand Equipment ("Base Software”) only with the Xerox-brand Equipment with which it was delivered; and (b) software and accompanying documentation identified in an IA as "Application Software" only on any single unit of equipment for as long as Customer is current in the payment of all applicable software license fees. “Base Software” and “Application Software” are referred to collectively as “Software”. Customer has no other rights and may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software; (2) activate Software delivered with the Equipment in an inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Software will reside solely with Xerox and/or its licensors (who will be considered third-party beneficiaries of this subsection a.). Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (x) Xerox is denied access to periodically reset such code; (y) Customer is notified of a default under an IA; or (z) Customer’s license is terminated or expires. The Base Software license will terminate: (i) if Customer no longer uses or possesses the Equipment; (ii) Customer is a lessor of the Equipment and its first lessee no longer uses or possesses it; or (iii) upon the expiration of any IA under which Customer has rented or leased the Equipment (unless Customer has exercised an option to purchase the Equipment). Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement.
b. SOFTWARE SUPPORT. Xerox (or a designated servicer) will provide the software support set forth below (“Software Support”). For Base Software, Software Support will be provided during the initial Term of the applicable IA and any renewal period but in no event longer than 5 years after Xerox stops taking customer orders for the subject model of Equipment. For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable software license and support fees. Xerox will maintain a web-based or toll-free hotline during Xerox’s standard working hours to report Software problems and answer Software-related questions. Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Software performs in material conformity with its user documentation; (b) provide available workarounds or patches to resolve Software performance problems; and (c) resolve coding errors for (i) the current Release and (ii) the previous Release for a period of 6 months after the current Release is made available to Customer. Xerox will not be required to provide Software Support if Customer has modified the Software. New releases of Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or “Updates”. Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within 6 months. New releases of Software that include new content or functionality (“Feature Releases”) will be subject to additional license

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fees at Xerox’s then-current pricing. Maintenance Releases, Updates, and Feature Releases are collectively referred to as “Releases”. Each Release will be considered Software governed by the SOFTWARE LICENSE and SOFTWARE SUPPORT provisions of this Agreement (unless otherwise noted). Implementation of a Release may require Customer to procure, at Customer’s expense, additional hardware and/or software from Xerox or another entity. Upon installation of a Release, Customer will return or destroy all prior Releases.

Xerox may annually increase the Annual Renewal and Support-Only Fees for Application Software. For State and Local Government Customers, this adjustment will take place at the commencement of each of Customer’s annual contract cycles.
c. DIAGNOSTIC SOFTWARE. Software used to evaluate or maintain the Equipment ("Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Xerox. Title to Diagnostic Software will remain with Xerox or its licensors. Xerox does not grant Customer any right to use Diagnostic Software, and Customer will not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose (or allow third parties to do so). Customer will allow Xerox reasonable access to the Equipment to remove or disable Diagnostic Software if Customer is no longer receiving Maintenance Services from Xerox, provided that any on-site access to Customer’s facility will be during Customer’s normal business hours.

25. REMOTE SERVICES.
a. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox or transmitted to or from Xerox by Equipment connected to Customer’s network (“Remote Data”) via electronic transmission to a secure off-site location (“Remote Data Access”). Remote Data Access also enables Xerox to transmit to Customer Releases for Software and to remotely diagnose and modify Equipment to repair and correct malfunctions. Examples of Remote Data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. Remote Data may be used by Xerox for billing, report generation, supplies replenishment, support services, recommending additional products and services, and product improvement/development purposes. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download the content of any Customer documents or other information residing on or passing through the Equipment or Customer’s information management systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described above.
b. Upon Xerox’s request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment. Customer will enable Remote Data Access via a method prescribed by Xerox, and Customer will provide reasonable assistance to allow Xerox to provide Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all times Maintenance Services are being performed.

26. TRADE-IN EQUIPMENT. Customer warrants that Customer has the right to transfer title to the equipment Customer is trading in as part of an IA ("Trade-In Equipment"), and that the Trade-In Equipment is in good working order and has not been modified from its original configuration (other than by Xerox). Title and risk of loss to the Trade-In Equipment will pass to Xerox when Xerox removes it from Customer‘s premises. Customer will maintain the Trade-In Equipment at its present site and in substantially its present condition until removed by Xerox.

Customer will pay all accrued charges for the Trade-In Equipment (up to and including payment of the final principal payment number) and all applicable maintenance, administrative, supply and finance charges until Xerox removes the Trade-In Equipment from Customer’s premises.

27. TOTAL SATISFACTION GUARANTEE.
a. "SP Equipment" means any iGen3, iGen4, iGen150, iGen5 or Xerox Color 8250 Production Printer. If, during any 90 day period, the performance of SP Equipment delivered under this Agreement is not at least substantially consistent with the performance expectations outlined in the SP Equipment’s Customer Expectations Document ("Expectations Document"), Xerox will, at Customer’s request, replace the SP Equipment without charge with identical SP Equipment or, at Xerox’s option, with Equipment with comparable features and capabilities (the” SP Equipment Guarantee”). The SP Equipment Guarantee does not apply during the first 180 days after installation and will expire 3 years after the Installation Date, unless the SP Equipment is being financed under this Agreement for more than 3 years, in which event it expires at the end of the initial Term of the subject Installment Purchase, Rental or Lease IA; provided however, for SP Equipment identified as “Previously Installed”, this SP Equipment Guarantee expires 1 year after installation.

This SP Equipment Guarantee applies only to SP Equipment that has been (i) continuously maintained by Xerox under a Xerox maintenance agreement, and (ii) operated at all times in accordance with the Expectations Document.
b. "Non-SP Equipment" means any Equipment other than SP Equipment. If Customer is not completely satisfied with any Non-SP Equipment delivered under an IA under this Agreement, Xerox will, at Customer’s request,

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replace it without charge with identical Non-SP Equipment or, at the option of Xerox, with Equipment with comparable features and capabilities (the” Non-SP Equipment Guarantee”). The Non-SP Equipment Guarantee applies only to Non-SP Equipment that has been continuously maintained by Xerox under a Xerox maintenance agreement. The Non-SP Equipment Guarantee is effective for 3 years after the Installation Date, unless the Non-SP Equipment is being acquired under an Installment Purchase, Rental or Lease IA with an initial Term of more than 3 years, in which event it will expire at the end of the initial Term of the subject IA; provided however, for Non-SP Equipment identified as “Previously Installed”, the Non-SP Equipment Guarantee expires 1 year after the Installation Date. The Non-SP Equipment Guarantee does not apply to a limited number of Non-SP Equipment models, which models are identified in the applicable Order Document. c. The SP Equipment Guarantee and Non-SP Equipment Guarantee replace and supersede any other guarantee from Xerox, whether made orally or in writing, styled a "Total Satisfaction Guarantee", "Satisfaction Guarantee" or otherwise covering the subject matter set forth above.

28. GOVERNMENT CUSTOMER TERMS: The following additional terms apply to Lease and Installment Purchase IA’s:
a. REPRESENTATIONS & WARRANTIES, FUNDING, TAX TREATMENT & PAYMENTS:
(i) REPRESENTATIONS & WARRANTIES. Customer represents and warrants, as of the date of this Agreement and of each IA hereunder, that: (1) Customer is a State or a fully constituted political subdivision or agency of the State in which Customer is located and is authorized to enter into, and carry out, Customer’s obligations under this Agreement, any IA hereunder and any other documents required to be delivered in connection with the Agreement or any IA hereunder (collectively, the “Documents”); (2) the Documents have been duly authorized, executed and delivered by Customer in accordance with all applicable laws, rules, ordinances and regulations (including all applicable laws governing open meetings, public bidding and appropriations required in connection with this Agreement or an IA hereunder and the acquisition of the Products) and are valid, legal, binding agreements, enforceable in accordance with their terms; (3) the person(s) signing the Documents have the authority to do so, are acting with the full authorization of Customer’s governing body and hold the offices indicated below their signatures, each of which are genuine; (4) the Products are essential to the immediate performance of a governmental or proprietary function by Customer within the scope of Customer’s authority and will be used only by Customer and only to perform such function; (5) Customer’s obligations to remit payments under this Agreement or any IA hereunder constitute a current expense and not a debt under applicable state law; and (6) no provision of this Agreement or any IA constitutes a pledge of Customer’s tax or general revenues and any provision that is so construed by a court of competent jurisdiction is void from the inception of this Agreement or the subject IA.
(ii) FUNDING. Customer represents and warrants that all payments due and to become due during Customer’s current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the lease/purchase of the Products, and it is Customer’s intent to use the Products for the entire lease term and to make all payments required under this Agreement or an IA hereunder. If (1) through no action initiated by Customer, Customer’s legislative body does not appropriate funds for the continuation of this Agreement or an IA hereunder for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (2) Customer has made a reasonable but unsuccessful effort to find a creditworthy assignee acceptable to Xerox in its sole discretion within Customer’s general organization who can continue this Agreement or an IA hereunder, this Agreement or an IA hereunder may be terminated. To effect this termination, Customer must, 30 days prior to the beginning of the fiscal year for which Customer’s legislative body does not appropriate funds for such upcoming fiscal year, notify Xerox that Customer’s legislative body failed to appropriate funds and that Customer has made the required effort to find an assignee. Customer’s notice must be accompanied by payment of all sums then owed through the current year under this Agreement or any IA hereunder and must certify that canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. Customer will return the Equipment, at Customer’s expense, to a location designated by Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. Customer will then be released from any further payments obligations beyond those payments due for the current fiscal year (with Xerox retaining all sums paid to date).
(iii) TAX TREATMENT. Xerox has accepted this Agreement and each IA hereunder based on Customer’s representation that Xerox may claim any interest paid by Customer as exempt from federal income tax under Section 103(c) of the Code. Customer will comply with the information reporting requirements of Section 149(e) of the Code. Such compliance includes the execution of 8038-G or 8038-GC Information Returns. Customer appoints Xerox as Customer’s agent to maintain, and Xerox will maintain, or cause to be maintained, a complete and accurate record of all assignments of this Agreement or an IA hereunder in form sufficient to comply with the book entry requirements of Section 149(a) of the Code and the

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regulations prescribed thereunder from time to time. Should Xerox lose the benefit of this exemption as a result of Customer’s failure to comply with or be covered by Section 103(c) or its regulations, then, subject to the availability of funds and upon demand by Xerox, Customer will pay Xerox an amount equal to its loss in this regard. Customer will provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC.
(iv) PAYMENTS. All payments are due within 30 days of the invoice date.

27. AMENDMENT. All changes to this Agreement or any IA hereunder must be made in a writing signed by both parties. The amendment of this Agreement or any IA shall not affect the obligations of either party under any other IA‘s under this Agreement.

28. REPRESENTATIONS. The individuals signing this Agreement are duly authorized to do so and all financial information Customer provides completely and accurately represents Customer’s financial condition.

29. MISCELLANEOUS. This Agreement is governed by the laws of the State of California (without regard to conflictof-law principles). In any action to enforce this Agreement or any IA hereunder, the parties agree (a) to the jurisdiction and venue of the federal and state courts (i) for OMNIA Partners in Williamson County, Tennessee, and (ii) for Members, in the specific jurisdiction and venue of the Member and (b) to waive their right to a jury trial.

If a court finds any term of this Agreement or any IA unenforceable, the remaining terms will remain in effect. The failure by either party to exercise any right or remedy will not constitute a waiver of such right or remedy. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phone number (including cellular) or electronic address Customer provides to Xerox. Each party may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this Agreement and each IA hereunder which will be admissible in any action to enforce it, but only the Agreement or IA held by Xerox will be considered an original. Xerox may accept this Agreement or any IA hereunder either by signature or by commencing performance. Administrative and contract support functions hereunder may be performed, inside or outside the U.S., by one or more of Xerox’s subsidiaries or affiliates and/or third parties. The following four sentences control over every other part of this Agreement and any IA hereunder.

Both parties will comply with applicable laws. Xerox will not charge or collect any amounts in excess of those allowed by applicable law. Any part of this Agreement or any IA that would, but for the last four sentences of this Section, be read under any circumstances to allow for a charge higher than that allowed under any applicable legal limit, is modified by this Section to limit the amounts chargeable under this Agreement or any IA to the maximum amount allowed under the legal limit. If, in any circumstances, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by Xerox in excess of that legally allowed will be applied by Xerox to the payment of amounts legally owed under this Agreement or the subject IA, or refunded to Customer.

30. ENTIRE AGREEMENT. The following are attached hereto and made part hereof:
x ARTICLE I: RESERVED
x ARTICLE II: MAJOR ACCOUNT LEASE AND PURCHASE TERMS AND CONDITIONS x ARTICLE III: RESERVED
x ARTICLE IV: MAINTENANCE TERMS AND CONDITIONS
x ARTICLE V: RESERVED
x ARTICLE VI: SERVICES MASTER AGREEMENT

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ARTICLE II: MAJOR ACCOUNT LEASE TERMS AND CONDITIONS
Customer’s acquisition of Equipment by Major Account Lease is governed by the terms and conditions of the Agreement and this Article.

1. PRICING. The Minimum Payment and Print Charges will not increase during the initial Term of a Major Account Lease IA.

2. TERM. The initial Term for any Major Account Lease IA will be the number of full calendar months stated in such IA. The Minimum Payment for any partial month following the Installation Date will be billed on a pro rata basis, based on a 30-day month.

3. TITLE AND RISK. Title to the Equipment remains with Xerox until Customer exercises its Purchase Option. Risk of loss or damage to the Products passes to Customer upon delivery. Customer will insure the Products against loss or damage and the policy will name Xerox as Loss Payee.

4. PROTECTION OF XEROX’S RIGHTS. Customer authorizes Xerox or its agent to file financing statements necessary to protect Xerox’s rights as lessor of the Equipment. Until Customer has paid in full pursuant to the Purchase Option under a Major Account Lease IA, Equipment will remain personal property and Customer will not:
(a) attach it as a fixture to any real estate; (b) pledge, sub-lease or part with possession of it; (c) file or permit to be filed any lien against it; or (d) make any permanent alterations to it. Customer will promptly notify Xerox if Customer relocates its principal place of business or changes the name of its business.

5. REMEDIES. If Customer defaults under the Agreement or any Major Account Lease IA, Xerox may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment at Customer’s expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid at the rate of 1.5% per month; (b) the Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the initial Term of the Major Account Lease IA, discounted at 4% per annum; (c) the applicable Purchase Option; and (d) all applicable Taxes. You will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce this Agreement. If Customer notifies Xerox and makes the Equipment available for removal by Xerox in the same condition as when delivered (reasonable wear and tear excepted) within 30 days after notice of default, Customer, upon recovery of the Equipment by Xerox, will receive a credit for the fair market value of the Equipment (as determined by Xerox), less any costs incurred by Xerox.

6. FINANCE LEASE. A MAJOR ACCOUNT LEASE IA IS A “FINANCE LEASE” UNDER ARTICLE 2A OF THE

UNIFORM COMMERCIAL CODE AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, AND TO

THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A.

END OF ARTICLE

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ARTICLE IV : MAINTENANCE TERMS AND CONDITIONS
Customer’s acquisition of Maintenance Services by a Maintenance IA or under a Lease or Rental IA is governed by the terms and conditions of the Agreement and this Article.

1. MAINTENANCE TERM. The initial Term of a Maintenance IA will commence: (a) for newly installed Equipment, on the Installation Date; (b) for all other Equipment, on the date Xerox accepts the Maintenance IA. The initial Term of a Maintenance IA will expire on the last day of the final calendar month of the initial Term, unless Customer chooses to renew the Maintenance IA for an equivalent term.

2. INDIVIDUAL AGREEMENT PRICING. Except as otherwise provided in a Maintenance IA, Xerox may annually increase the Minimum Payment and Print Charges under a Maintenance IA upon 30 days’ notice.

3. REMEDIES. If Customer defaults under this Agreement or a Maintenance IA, Xerox, in addition to its other remedies (including the cessation of Maintenance Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest on all amounts due from the due date until paid at the rate of one and one-half percent (1.5%) per month (b) the lesser of (i) the remaining Minimum Payments in the initial term of the Maintenance IA, or (ii) six (6) such payments for one year agreements or twelve (12) such payments for multi-year agreements; and, (c) all applicable Taxes.

4. RELOCATION. If notified by Customer, Xerox will continue to provide Maintenance Services on Equipment relocated by Customer, provided that such relocation is to an area where Xerox offers Maintenance Services for the affected Equipment.

END OF ARTICLE

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ARTICLE VI: SERVICES MASTER AGREEMENT
The following Service Master Agreement will be used by Non- UC University Customers when procuring managed print services, including maintenance services, Products (Software, Equipment, Third Party Products and/or Consumable Supplies supplied by Xerox and provided to Customer pursuant to an Order.

THIS SERVICES MASTER AGREEMENT NO. << Enter 7 Digit Contract Number >>> is between Xerox Corporation (“Xerox”), a New York corporation with offices at 45 Glover Ave. Norwalk, CT 06856 and << Enter Customer's Legal Name >>> (“Customer”).

AGREEMENT STRUCTURE
This Agreement serves as a master agreement to enable Xerox and Customer to contract with each other for a range of products and services to be provided to the Customer over time. This Agreement is grouped into Modules. However, it is the intent of the parties that the Products and Services acquired hereunder be acquired under the applicable terms of the University of California Master Agreement # ____________executed between University of California and Xerox as well as the terms for included in Attachment B to the University of California Master Agreement. Therefore, the terms and conditions for OMNIA customers are incorporated by reference into this Agreement. Any conflict between the terms and conditions on Attachment B or the terms of the University of California Master Agreement and this Agreement will be resolved in favor of this Agreement.

The “GEN” Module applies to all products and services provided hereunder, while the other Modules apply as appropriate to what Xerox is providing to Customer under the applicable Order.

DEFINITIONS MODULE
DEF 1. – DEFINITIONS
The following definitions (and those found elsewhere in this Agreement) apply unless otherwise specified in an Order. a. Affiliate means a legal entity that directly or indirectly controls, is controlled by, or is under common control with either party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other such similar voting rights. b. Agreement means this Services Master Agreement. This Agreement may also be referred to in ordering and contracting documents as a “Services and Solutions Agreement” or “SSA.” c. Amortized Services means certain services such as consulting and training, the Charges for which are amortized over the term of an Order.
d. Application Software means Xerox-brand software that allows Equipment or Third Party Hardware to perform functions beyond those enabled by its Base Software. e. Base Software means software embedded, installed, or resident in Equipment that is necessary for operation of the Equipment in accordance with published specifications. f. Cartridges means copy/print cartridges and xerographic modules or fuser modules designated by Xerox as customer-replaceable units for the Equipment.
g. Charges mean the fees payable by Customer for Services, Maintenance Services and/or Products as specified in this Agreement.
h. Confidential Information means information identified as confidential and provided by the disclosing party to the receiving party.
i. Consumable Supplies. Consumable Supplies vary depending upon the Equipment model, and include: (i) for black and white Equipment, standard black toner and/or dry ink, black developer, Copy Cartridges, and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment, the items in (i) plus standard cyan, magenta, and yellow toners and dry inks (and their associated developers); and, (iii) for Equipment identified as “Phaser”, only, 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. Unless otherwise set forth in an Order, Consumable Supplies excludes paper and staples.
j. Customer Assets means all hardware, equipment, fixtures, software, assets, networks, work space, facilities, services and other assets owned, leased, rented, licensed or controlled by Customer (including Existing Equipment and Existing Software) that Customer makes available to Xerox to enable Xerox to fulfill its obligations under an Order.

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k. Customer Confidential Information means Confidential Information belonging to Customer and includes, without limitation, Customer Content and Private Information. l. Customer Content means documents, materials, or information that Customer provides in hard copy or electronic format to Xerox, containing information about Customer or its clients, in order for Xerox to provide Services, Maintenance Services, or Products.
m. Customer Facilities means those facilities controlled by Customer where Xerox performs Services or provides Products.
n. Customer Intellectual Property means all intellectual property and associated intellectual property rights including patent, trademark, service mark, copyright, trade dress, logo and trade secret rights which exist and belong to Customer as of the Effective Date or that may be created by Customer after the Effective Date, excluding Xerox Confidential Information.
o. Data means data that the Xerox Tools and Xerox Client Tools automatically collect from all Equipment and Third Party Hardware that appears on Customer’s network, or that are locally connected to another device on Customer’s network, when such Tools are installed on Customer’s network. Examples of Data include product registration, meter read, supply level, device configuration and settings, software version, and problem/fault code data.
p. Date of Installation means: (a) for Equipment (or Third Party Hardware) installed by Xerox, the date Xerox determines the Equipment (or Third Party Hardware) to be operating satisfactorily as demonstrated by successful completion of diagnostic routines and is available for Customer’s use; and (b) for Equipment (or Third Party Hardware) designated as “Customer Installable,” the Equipment (or Third Party Hardware) delivery date.
q. Description of Services or DOS means a document attached to an Order which references the applicable Services Contract number and specifies the Products and/or Services provided under such Order. r. Diagnostic Software means Xerox-proprietary software embedded in or loaded onto Equipment and used by Xerox to evaluate or maintain the Equipment.
s. Documentation means all manuals, brochures, specifications, information and software descriptions, and related materials customarily provided by Xerox to customers for use with certain Products or Services. t. Effective Date means the date this Agreement is signed by Xerox. u. Equipment means Xerox-brand equipment.
v. Excluded Taxes means (i) taxes on Xerox’s income, capital, and employment, (ii) taxes for the privilege of doing business, and (iii) personal property tax on Equipment rented or leased to Customer under this Agreement.
w. Existing Equipment means devices which are leased, rented or owned by the Customer outside of this Agreement, which are used to provide Services, and which remain subject to the terms and conditions of the agreements under which they were originally acquired. x. Existing Software means software licensed by the Customer outside of this Agreement and which is used to provide the Services and which remains subject to the terms and conditions of the agreements under which it was originally acquired.
y. Feature Releases means new releases of Software that include new content or functionality. z. Force Majeure Event means a circumstance beyond a party’s reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure materials and/or transportation; or a restriction imposed by legislation, an order or a rule or regulation of a governmental entity.
aa. Funds means collectively Amortized Services and Third Party Funds. bb. Maintenance Releases or Updates means new releases of Software that primarily incorporate coding compliance updates and error fixes and are designated as “Maintenance Releases” or “Updates.” cc. Maintenance Services means required maintenance of Equipment to keep the Equipment in good working order.
dd. Module means a specific set of terms and conditions contained in this Agreement that is identified as a “Module.” The Modules under this Agreement are the DEF, GEN, SVC, EQP, EP, MS and SW Modules. ee. Monthly Minimum Charge or MMC means the regular recurring Charge that is identified in an Order and which, along with any additional print/impression charges, covers the cost for the Services, Maintenance Services, and/or Products. The MMC may also include lease buyout funds, Funds, monthly equipment component amounts, remaining Customer obligations from previous contracts, and amounts being financed or refinanced. One-time items are billed separately from the MMC.

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ff. Order means a document that Xerox requires for processing of orders for Services, Maintenance Services and/or Products hereunder, which may specify the contracting parties and location(s) where the foregoing will be provided; Customer’s requested shipment date; the Products that Customer will purchase, lease, rent or license; the Services and/or Maintenance Services that Xerox will provide; the applicable Charges and expenses; the term during which the Services, Maintenance Services and/or Products described therein shall be provided; the Xerox-provided contract number; and any applicable SLAs. An Order must reference the applicable Services Contract number, and may also be in the form of a Services and Solutions Order (“SSO”), a Xerox Order Agreement (“XOA”) (which is used solely for an outright purchase by Customer under the EP module of this Agreement) or a Customer-issued PO. A Statement of Work may be part of an Order but cannot function as a stand-alone ordering document. gg. Output of Services means electronic images created by scanning tangible documents containing Customer Content, all full or partial copies (tangible and intangible) of Customer Content, and all reports and other documentation, photographs, images, impressions, and other materials (tangible and intangible) created by Xerox and delivered to Customer under an Order, but shall not include Third Party Software, or Xerox Intellectual Property.
hh. Privacy Laws means laws relating to data privacy and data protection as applicable to Xerox’s performance of the Services.
ii. Private Information means Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”), Non-Public Personal Information (“NPI”) as defined by the Gramm-Leach Bliley Act (“GLBA”) and equivalent categories of protected health and financial information under applicable state Privacy Laws.
jj. Products means Software, Equipment, Third Party Products and/or Consumable Supplies supplied by Xerox and provided to Customer pursuant to an Order.
kk. Purchase Order or PO means a document containing the applicable Services Contract number that is issued by Customer to Xerox for Order entry purposes only. Any terms in a PO are not binding and are of no force or effect.
ll. Purchased Equipment means Equipment or Third Party Hardware that Xerox sells outright to Customer under the EP Module.
mm. Remote Data means data that is automatically collected by Xerox or transmitted to or from Xerox by Equipment or Third Party Products connected to Customer’s network. Examples of Remote Data include product registration, meter read, supply level, equipment configuration and settings, software version, and problem/fault code data.
nn. Remote Data Access means electronic transmission of Remote Data to or from a secure offsite location. oo. Residuals means general ideas, concepts, know-how, methods, processes, technologies, algorithms or techniques related to the Services, which are in non-tangible form and retained in the unaided memory of persons who have had access to Confidential Information. pp. Service Level Agreements or SLAs means the levels of performance for the Services, if applicable, as set out in the applicable Order.
qq. Services means managed services (e.g. copy center and mailroom services), consultative services, and/or professional services, including, but not limited to, assessment, document management, and managed and centralized print services, as more fully described in the applicable Order. Standard back-office administrative and contract support functions, such as billing, contract management and order processing, are not Services, but are included in the pricing provided for the Services hereunder. rr. Services Contract means the applicable terms and conditions of this Agreement, the first Order having a particular assigned Services Contract number, and each additional Order, if any, with the same Services Contract number.
ss. Software means Base Software and Application Software. tt. Statement of Work or SOW means a document which references the applicable Services Contract number and specifies the details of a particular transaction where Customer wishes to acquire Services, Maintenance Services and/or Products from Xerox under this Agreement. uu. Supplier Equipment means devices which are supplied by Xerox to the Customer during the term of an Order. Supplier Equipment may be Equipment or Third Party Hardware. vv. Taxes means any and all taxes of any kind or nature, however denominated, imposed or collected by any governmental entity, including but not limited to federal, state, provincial, or local net income, gross income, sales, use, transfer, registration, business and occupation, value added, excise, severance, stamp, premium, windfall profit, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind

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whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing.
ww. Third Party Funds means funds Xerox provides to Customer to acquire Third Party Hardware or to license Third Party Software and/or to retire debt on existing Third Party Hardware. xx. Third Party Hardware means non-Xerox brand equipment. yy. Third Party Products means, collectively, Third Party Hardware and Third Party Software. zz. Third Party Software means non-Xerox brand software. aaa. Transaction Taxes means any and all Taxes that are required to be paid in respect of any transaction and resulting Charges under this Agreement and any transaction documents, including but not limited to sales, use, services, rental, excise, transaction-based gross receipts, and privilege Taxes. bbb. XDM Customer Views means a limited set of features such as printer error messages, basic printer status, troubleshoot (e.g., access printer web page, submit test page, reboot printer, retrieve audit logs) and upgrade printer (e.g., add upgrade file, delete upgrade file, run upgrade, delete upgrade task, restart upgrade task) that are available through the Xerox Tool known as Xerox Device Manager. ccc. Xerox Confidential Information means Confidential Information belonging to Xerox and includes, without limitation, whether marked as such or not, any services procedures manuals, Xerox Tools, Xerox Client Tools, and Xerox Intellectual Property.
ddd. Xerox Client Tools means certain proprietary software used to provide certain Services, and any modifications, enhancements, improvements thereto and derivative works thereof that are licensed to Customer in accordance with GEN 1.8(d).
eee. Xerox Intellectual Property means all intellectual property and associated intellectual property rights including patent, trademark, service mark, copyright, trade dress, logo and trade secret rights which exist and belong to Xerox as of the Effective Date or that may be created by Xerox after the Effective Date, including without limitation, Software, Data, Remote Data, Xerox Tools and Xerox Client Tools, and excluding Customer Confidential Information and Output of Services. fff. Xerox Products means Equipment, Software, and Consumable Supplies acquired pursuant to this Agreement.
ggg. Xerox Tools means certain proprietary tools used by Xerox to provide certain Services, and any modifications, enhancements, improvements thereto and derivative works thereof.

GENERAL MODULE
GEN 1. – GENERAL
The terms and conditions in this General (GEN) Module apply to all Services, Maintenance Services, and Products acquired by Customer under this Agreement.

GEN 1.1– AGREEMENT STRUCTURE
a. General Contract Structure. The parties intend for this Agreement to serve as a master agreement stating the terms and conditions governing separate transactions between (i) Xerox and Customer, and (ii) Xerox and Customer Affiliates. Xerox will provide, and Customer will procure, Services, Maintenance Services and/or Products in accordance with the terms and conditions stated in this Agreement, any Services Contract(s), and any applicable Orders.
b. Orders and Services Contracts.
i. Xerox may accept Orders either by its signature or by commencing performance. Xerox reserves the right to review and approve Customer’s credit, or in the case of an Order by a Customer Affiliate, such Affiliate’s credit, prior to acceptance of an Order and the entity placing the Order hereby authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies for this purpose. If a Customer Affiliate establishes a Services Contract by placing an Order hereunder, it will be the “Customer” for the purposes of such Services Contract. ii. Orders for Services, Maintenance Services, and/or Products are grouped into Services Contracts. Each separate Services Contract will be established when the first Order is placed that bears a new Services Contract number assigned by Xerox and Xerox accepts that Order.

Each Services Contract will be assigned its own Services Contract number that will consist of this Agreement’s number followed by a three digit extension. Each Services Contract constitutes a separate contract under this Agreement. Customer may add Services, Maintenance Services, or Products to an existing Services Contract by submitting additional Orders referencing the applicable Services Contract number. Each Services Contract will consist of the terms and

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conditions of this Agreement, the first Order under the Services Contract number and each additional Order with the same Services Contract number. iii. Unless Customer provides notice in writing at least thirty (30) days before the end of the term of an Order of its intention not to renew, the Order will renew automatically on a month-to-month basis on the same terms and at the same price.
iv. Orders may be submitted by hard copy or electronic means and those submitted electronically will be considered: (a) a “writing” or “in writing;” (b) “signed” by the Customer; (c) an “original” when printed from electronic records established and maintained in the ordinary course of business; and (d) valid and enforceable.

GEN 1.2 – CHARGES, PAYMENT AND DEFAULT
a. Charges. Charges for the particular Services, Maintenance Services, and/or Products will be set forth in an Order and are exclusive of any and all Transaction Taxes. Xerox’s then current overtime rates will apply to Services requested and performed outside Customer’s standard working hours. b. Payment. Customer agrees to pay Xerox all undisputed amounts due under each invoice via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account within thirty (30) days after the invoice date. Restrictive covenants submitted for or with payment to indicate that it is in full satisfaction of an invoice will not operate as an accord and satisfaction to reduce Customer’s payment obligations if it is not, in fact, full payment. For any payment not received by Xerox within ten (10) days after the due date, Xerox may charge, and Customer agrees to pay, a late charge of the greater of $25 or five percent (5.0%) of the amount overdue (not to exceed the maximum amount permitted by applicable law) as reasonable collection costs. If Customer disputes any amount included in an invoice, then (i) Customer must notify Xerox of the dispute in writing, (ii) such notice shall include a description of the items Customer is disputing and the reason such items are being disputed; and (iii) Customer shall promptly exercise its best efforts to work with Xerox to resolve such dispute. Pending resolution of such disputed amount, Customer shall pay any and all undisputed amounts within thirty (30) days of invoice date, including the MMC which Customer agrees shall not be subject to dispute at any time. c. Default. Customer will be in default if Xerox does not receive any payment within fifteen (15) days after the date it is due, or if Customer breaches any other obligation under this Agreement, any Services Contract, or any other agreement with Xerox. If Customer, defaults, Xerox, in addition to its other remedies (including cessation of Services, Maintenance Services and/ or Consumable Supplies), may require immediate payment of (1) all amounts then due, plus interest on all amounts due from the due date until paid at the rate of 1.5% per month, and (2) any early termination charges set forth in this Agreement or in the applicable Services Contract and/or Order(s). Customer will pay all reasonable costs, including attorneys’ fees, incurred by Xerox to enforce any Services Contract.

GEN 1.3 – TAXES
a. Customer will be responsible for all Transaction Taxes. Transaction Taxes will be included in Xerox’s invoice unless Xerox receives proof of Customer’s tax-exempt status. Customer shall not be responsible for Excluded Taxes.

GEN 1.4 – RESERVED.

GEN 1.5 – RESERVED.

GEN 1.6 – CUSTOMER RESPONSIBILITIES
Customer agrees to perform its responsibilities under this Agreement in support of the Services, Maintenance Services, or Products in a timely manner. Customer agrees:
a. that Products acquired hereunder are ordered for Customer’s (or its Affiliates’) own internal business use (rather than resale, license and/or distribution outside of Customer’s organization) and will not be used for personal, household or family purposes;
b. to (1) provide Xerox and its agents with timely and sufficient access, without charge, to Customer Facilities required by Xerox to perform Services and Maintenance Services and/or provide Products, and (2) ensure that Customer Facilities are suitable for the Services, Maintenance Services and/or Products, safe for Xerox personnel, and fully comply with all applicable laws and regulations, including without limitation any federal, state and local building, fire and safety codes;
c. to provide Xerox and its agents with timely and sufficient use of and access, without charge, to Customer Assets required by Xerox to perform Services and Maintenance Services and/or provide Products, and to grant Xerox and its agents sufficient rights to use, access and, if agreed, modify the same; d. to acquire or continue maintenance, repair and software support services, without charge to Xerox, for all Customer Assets that Customer permits Xerox to use or access;

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e. to maintain the manufacturer’s maintenance agreement for any Third Party Products; f. to provide Xerox with access to appropriate members of Customer personnel, as reasonably requested by Xerox, in order for Xerox to perform the Services and Maintenance Services and/or provide Products; g. to respond to and provide such documentation, data and other information as Xerox reasonably requests in order for Xerox to perform the Services and Maintenance Services and/or provide Products; h. to contract for the minimum types and quantities of Equipment and Consumable Supplies required by Xerox to perform the Services and Maintenance Services;
i. that, as between Xerox and Customer, Customer alone is responsible for backing up its Customer Content and Xerox shall not be responsible for Customer’s failure to do so; j. that as between Xerox and Customer, Customer alone is responsible for determining whether Customer Content provided to Xerox (i) is libelous, defamatory or obscene, or (ii) may be duplicated, scanned or imaged without violating a third party’s intellectual property rights; and k. to provide contact information for Equipment such as name and address of Customer contact.

GEN 1.7– WARRANTIES
a. Mutual Warranties. Each party represents and warrants to the other, as an essential part of this Agreement, that:
i. it is duly organized and validly existing and in good standing under the laws of the state or country of its incorporation or formation;
ii. this Agreement and the Orders hereunder have been duly authorized by all appropriate corporate action for signature; and
iii. the individual signing this Agreement, and all Orders (where applicable), is duly authorized to do so.
b. Xerox Warranties.
i. Services Warranty. Xerox warrants to the Customer that the Services will be performed in a professional and workmanlike manner by Xerox personnel with appropriate training, experience and skills in accordance with the applicable Order. If the Services do not comply with the SLAs or other requirements set forth in the applicable Order, Customer will notify Xerox in writing detailing its concerns and, within 10 days following Xerox’s receipt of such notice, Xerox and Customer will meet, clarify the Customer’s concern(s), and begin to develop a corrective action plan. As Customer’s exclusive remedy under this warranty for Xerox’s non-compliance with this warranty, Xerox will either modify the Services to comply with the applicable SLAs or other requirements or re-do the work at no additional charge within 60 days of finalizing the plan or another time period agreed to in writing by the parties. ii. Equipment Warranty. Any Equipment warranty to which Customer is entitled shall commence upon the Date of Installation. Use by Customer of consumables not approved by Xerox that affect the performance of the Equipment may invalidate any applicable warranty. iii. Third Party Product Warranty. Where Xerox in its sole discretion selects and supplies Third Party Products, Xerox warrants they will operate substantially in conformance with applicable SLAs or other requirements in the Order. Customer’s sole remedy for breach of this warranty is to return the Third Party Product to Xerox and then receive a refund of any fees paid for such non-conforming Third Party Product, less a reasonable usage fee. If Customer requests a specific Third Party Product, Xerox will pass-through as permitted any third party warranties. iv. Exclusions. Xerox shall not be responsible for any delay or failure to perform the Services or provide Products, including achieving any associated SLAs or other requirements in the applicable SOWs, DOSs or Orders, to the extent that such delay or failure is caused by:
(a) Customer’s failure or delay in performing its responsibilities under this Agreement; (b) reasons outside Xerox’s reasonable control, including Customer Assets, Customer Content, or delays or failures by Customer’s agents, suppliers or providers of maintenance and repair services for Customer Assets; or
(c) unauthorized modifications to Equipment, Third Party Hardware or the Output of Services. c. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS

WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, AND XEROX DISCLAIMS AND CUSTOMER WAIVES ALL OTHER

WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND AS

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PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. d. The warranties set forth in this Agreement are expressly conditioned upon the use of the Services, Products and Output of Services for their intended purposes in the systems environment for which they were designed and shall not apply to any Services, Products or Output of Services which have been subject to misuse, accident or alteration or modification by Customer or any third party.

GEN 1.8 – INTELLECTUAL PROPERTY OWNERSHIP
a. Customer Intellectual Property. Customer grants to Xerox a non-exclusive, royalty-free, fully-paid up, worldwide license to use Customer Intellectual Property, Customer Content and Output of Services only for purposes of, and only to the extent required for, providing Services, Maintenance Services or Products under this Agreement. Xerox agrees not to decompile or reverse engineer any Customer Intellectual Property. Except as expressly set forth in this Agreement, no rights to any Customer Intellectual Property are granted to Xerox.
b. Ownership of Output of Services and License to Xerox Intellectual Property. Except to the extent that the Output of Services may incorporate any Xerox Intellectual Property, the Output of Services shall be the sole and exclusive property of Customer. To the foregoing extent, Xerox hereby assigns, grants, conveys, and transfers to Customer all rights in and to the Output of Services for the applicable Order. To the extent that the Output of Services may incorporate any Xerox Intellectual Property, Xerox grants Customer a nonexclusive, perpetual, fully paid-up, worldwide right to use, display, and reproduce the Xerox Intellectual Property only as required for use of the Output of Services for Customer’s customary business purposes and not for resale, license or distribution outside of Customer’s organization. If XDM Customer Views are to be provided under a SOW, Xerox grants Customer a limited license to access and use the XDM Customer Views only for the purpose of receiving Services under the SOW. Customer agrees not to decompile or reverse engineer any Xerox Intellectual Property. Except as expressly set forth in this Agreement, no rights to any Xerox Intellectual Property are granted to Customer. c. Xerox Tools. Xerox Tools may be used by Xerox to provide certain Services. Xerox and its licensors will at all times retain all right, title and interest in and to Xerox Tools including without limitation, all intellectual property rights therein, and, except as expressly set forth herein, no rights to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated only by Xerox or its authorized agents. Customer will not decompile or reverse engineer any Xerox Tools, or allow others to engage in same. Customer will have access to Data and reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable SOW. Xerox may remove Xerox Tools at any time in Xerox’s sole discretion, provided that the removal of Xerox Tools will not affect Xerox’s obligations to perform Services, and Customer shall reasonably facilitate such removal. d. Xerox Client Tools. Xerox grants to Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license to install, use and access the Xerox Client Tools only for the purpose of receiving the Services for which they were provided. Customer may not: (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer the Xerox Client Tools, except as permitted by applicable law; or, (ii) allow others to engage in same. Title to the Xerox Client Tools and all intellectual property rights therein shall, at all times, reside solely with Xerox and its licensors. Certain Xerox Client Tools may be subject to mandatory third party flow-down terms and conditions, which will be provided separately.
e. Data Collection and Use. Data collected by the Xerox Tools is transmitted by a Xerox Tool to a remotely hosted server that hosts other Xerox Tools. The automatic data transmission capability will not allow Xerox to read, view or download any Customer documents or other information residing on or passing through the Equipment or Third Party Hardware or Customer’s information management systems.

GEN 1.9 – INDEMNIFICATION
a. General Indemnification. Xerox, if promptly notified and given the right to control the defense, shall indemnify, defend and hold harmless the Customer, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against all claims by a third party for losses, damages, costs or liability of any kind (including expenses and reasonable legal fees) that a court finally awards such party (“Claims”) for bodily injury (including death) and damage to real or tangible property, to the extent proximately caused by Xerox’s negligent acts or omissions, or willful misconduct in connection with this Agreement.
b. Xerox Indemnification. Xerox shall, if promptly notified by Customer (or its Affiliate(s)) and given the right to control the defense, indemnify, defend and hold harmless Customer, its Affiliates and their respective officers, directors, employees, agents successors and assigns, for all Claims that Xerox Products or Customer’s use of the Services provided by Xerox under this Agreement infringe a U.S. patent, copyright or other intellectual property right. Notwithstanding anything to the contrary herein, Xerox shall have no

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obligation under this Section GEN 1.9(b) to the extent any Claim is based on or arises out of any (i) Services performed using Customer Assets, Customer Content or other materials provided to Xerox by Customer for which Customer failed to provide sufficient rights to Xerox; (ii) infringement by Services resulting from Customer’s direction, specification or design, (iii) modification or alteration to such Xerox Products or Services not approved in writing by Xerox; (iv) any combination or use of the Xerox Products or Services not approved in writing by Xerox; (v) use of the Xerox Products or Services not in accordance with the applicable Documentation; or (vi) Customer’s failure to use corrections or enhancements to the Xerox Products provided by Xerox. If a Claim is made or appears likely to be made pursuant to this Section GEN

1.9(b), Customer agrees to permit Xerox, at Xerox’s sole option and expense, to obtain the right to enable Customer to continue to use such Xerox Products, to make them non-infringing or to replace them with items that are at least functionally equivalent. If Xerox determines that none of these alternatives is reasonably available, Customer agrees to return such Xerox Products to Xerox upon Xerox’s written request. Xerox will then give Customer a refund equal to the amount Customer paid Xerox for such Xerox Products less a reasonable usage fee.
c. Xerox is not responsible for any litigation expenses of the Customer or any settlements unless it preapproves them in writing.

GEN 1.10 – LIMITATION OF LIABILITY
Except as prohibited by law, the following limitations apply:
a. NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION GEN 1.10(c), IN NO EVENT WILL

EITHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS,

EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR

RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS FOR ANY INDIRECT,

INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING

WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION,

WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. LIMITATION ON RECOVERY. SUBJECT TO SECTION GEN 1.10(c), THE TOTAL AGGREGATE

LIABILITY OF EITHER PARTY (AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS,

DIRECTORS, EMPLOYEES OR AGENTS) FOR DIRECT DAMAGES ARISING OUT OF OR IN ANY

WAY CONNECTED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF

ALL CHARGES PAID BY CUSTOMER TO XEROX UNDER THE ORDER UNDER WHICH THE CLAIM

AROSE (LESS PASS THROUGH EXPENSES SUCH AS, WITHOUT LIMITATION, POSTAGE) IN THE TWELVE (12) MONTHS PRIOR TO THE DATE UPON WHICH THE CLAIM AROSE. THE EXISTENCE

OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT AND ANY ORDERS HEREUNDER WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.

NOTWITHSTANDING THE FOREGOING, NOTHING SET FORTH IN THIS SECTION GEN 1.10(b) SHALL LIMIT CUSTOMER’S OBLIGATION TO PAY XEROX ALL CHARGES AND EXPENSES FOR PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT.
c. EXCEPTIONS. THE LIMITATIONS SET FORTH IN SECTION GEN 1.10 SHALL NOT APPLY WITH RESPECT TO:
i. THE SPECIFIC INDEMNITY OBLIGATIONS SET OUT IN THIS AGREEMENT; ii. EITHER PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD; iii. BODILY INJURY OR DEATH CAUSED BY A PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT OR THAT OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; OR iv. A PARTY EXCEEDING ITS RIGHTS, IF ANY, TO THE OTHER PARTY’S INTELLECTUAL PROPERTY OR MISAPPROPRIATING OR INFRINGING THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AS GRANTED UNDER THIS AGREEMENT.

GEN 1.11 – TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall continue for a term of months, and continue on a month-to-month basis thereafter until expressly renewed by mutual written agreement or terminated by either party upon thirty (30) days’ written notice. Upon termination, Customer shall permit Xerox to enter Customer Facilities for purposes of removing the Products, Xerox Tools, and/or Xerox Client Tools. Each Order hereunder shall have its own term, which shall be stated in the Order. In the event that the University of California Master Agreement expires or is terminated, this Agreement and all Services Contracts and Orders thereunder that are in effect at that time shall remain in full force and effect until their expiration or termination, and continue under the same terms and conditions as if the University of California Master Agreement Contract were still in effect. In the event this Agreement expires or is terminated, each Services Contract in effect at that time shall remain in full force and effect until the expiration or

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termination of all Orders constituting such Services Contract (including any extensions or renewals thereof) and shall at all times be governed by, and be subject to, the terms and conditions of this Agreement as if this Agreement were still in effect. Termination of any Order shall not affect this Agreement or any other Orders then in effect.

Notwithstanding any other provision in the Agreement to the contrary, should an Order be terminated prior to expiration for any reason or a unit of Third Party Hardware or any Third Party Software for which Third Party Funds have been provided is removed or replaced prior to expiration, Customer agrees to pay to Xerox, in addition to any other amounts owed under said Order, an amount equal to the remaining principal balance of the Funds together with a 15% disengagement fee, for loss of bargain and not as a penalty.

GEN 1.12– CONFIDENTIALITY
a. Obligation. Customer and Xerox acknowledge that, during the term of this Agreement and any Order hereunder, each party (or its Affiliates) may be provided with or have access to, certain Confidential Information belonging to the other party (or its Affiliates). The parties will ensure that their employees comply with their respective corporate policies and procedures regarding the disclosure of Confidential Information. The parties agree to use the Confidential Information provided under this Agreement only for purposes directly related to the performance of obligations and use of rights granted under this Agreement. The receiving party may not disclose Confidential Information to third parties unless such third party has a need to know such Confidential Information in order to perform under this Agreement and has agreed in writing to be bound by terms no less restrictive than those set forth herein. Each party shall be responsible for any breaches of the obligations in this Section by its employees and such third parties. The receiving party shall protect the disclosing party’s Confidential Information with the same degree of care that it uses to protect its own confidential information of like importance, but not less than reasonable care. Each party agrees not to disclose the terms and conditions of this Agreement, all Services Contracts and Orders, and any attachments and exhibits thereto, without the other party’s prior written consent. Xerox may use Customer as a reference with other customers, including in marketing materials. Xerox may disclose the identity and address of Customer to Xerox’s third party licensors if contractually required for royalty reporting purposes.
b. Exclusions. The obligations of confidentiality will not apply to any Confidential Information that: (1) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the receiving party; (2) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation of confidentiality; or (3) was developed by the receiving party’s employees independently of and without reference to any of the other party’s Confidential Information. c. Return of Information. Upon termination or expiration of this Agreement or an Order, except as otherwise set forth hereunder, each party shall cease use of the other party’s Confidential Information and other data and, upon request, shall (1) return all such Confidential Information and any copies thereof, or (2) permanently destroy such Confidential Information and certify that such Confidential Information has been so destroyed; provided, however, that any obligations regarding removal of Customer Confidential Information stored on hard drives on Equipment owned by Xerox and any costs associated with such removal will be set forth in the applicable Order. d. Disclosure under Legal Requirement. If the recipient of Confidential Information is required to disclose Confidential Information pursuant to a court order or by law or regulation, that party will (1) notify the disclosing party of the obligation to make such disclosure, and (2) reasonably cooperate with the disclosing party if the disclosing party seeks a protective order, but any costs incurred by the receiving party will be reimbursed by the disclosing party, except for costs of the receiving party’s employees. e. Duration of Confidentiality Obligation. Except for Private Information and Xerox Intellectual Property, the obligations set forth in this Section shall continue for one (1) year after termination or expiration of this Agreement or the Order under which such Confidential Information was disclosed, whichever occurs later.

The duration of confidentiality obligations with respect to Private Information shall be governed by applicable Privacy Laws. Confidentiality obligations with respect to Xerox Intellectual Property shall continue so long as it continues to be Xerox trade secrets. f. Residual Rights. Each party understands that the other party shall be free to use for any purpose the Residuals resulting from access to Confidential Information as a result of the performance of its obligations under an Order, provided that such party shall maintain the confidentiality of such Confidential Information as provided herein. Neither party shall pay royalties for the use of Residuals. However, the foregoing shall not be deemed to grant either party a license under the other party’s copyrights or patents.

GEN 1.13– DATA PROTECTION/PRIVACY
a. To the extent that Privacy Laws are applicable to Customer and Xerox in connection with the performance of Services, each party agrees to comply with the applicable provisions of such Privacy Laws. b. Xerox has adopted reasonable physical, technical, and organizational safeguards designed to prevent accidental, unauthorized, or unlawful loss, disclosure, access, transfer or use of Private Information. Xerox

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will promptly notify Customer in the event of any known unauthorized or unlawful loss, disclosure, access, transfer, or use of Private Information.

GEN 1.14 – GOVERNING LAW AND JURISDICTION
This Agreement, each respective Order, and any dispute or claim arising out of or in connection with this Agreement or such Order, shall be governed by and construed in accordance with the laws of California without regard to its conflict of laws provisions and submitted to the exclusive jurisdiction of the federal and state courts of California.

GEN 1.15 – RESERVED.

GEN 1.16– FORCE MAJEURE
Except for Customer’s absolute and unconditional obligation to make all required payments of any amounts not properly disputed under this Agreement, neither Customer nor Xerox shall be liable to the other party during any period in which its performance is delayed or prevented, in whole or in part, by a Force Majeure Event. If such a circumstance occurs, the party whose performance is delayed or prevented shall undertake reasonable action to notify the other party thereof.

GEN 1.17 – INSURANCE COVERAGE
Xerox shall maintain the following limits of insurance coverage during the term of this Agreement:

1. Where required by law, Workers Compensation, at statutory limits;

2. Employers Liability, with $1,000,000 USD limit of liability or at statutory limits, whichever is greater;

3. Commercial General Liability, including Products - Completed Operations coverage and Broad Form Contractual, with $2,000,000 USD limit of liability per occurrence for Bodily Injury and Property Damage; and,

4. Where applicable, Automobile Liability, with a combined single limit of liability of $2,000,000 USD per accident or at statutory limits, whichever is greater.

GEN 1.18 – FUNDING (this provision applies to state & local government Customers only) Customer represents and warrants that all payments due and to become due during Customer’s current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the acquisition of the Products, and it is Customer’s intent to use the Products for the entire initial term and to make all payments required under the Agreement or an Order. If (i) through no action initiated by Customer, Customer’s governing body does not appropriate funds for the continuation of the Agreement or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (ii) Customer has made a reasonable but unsuccessful effort to find an assignee within Customer’s general organization who can continue the Agreement or an Order, the Agreement or the Order may be terminated. To effect this termination, Customer must, 30 days prior to the beginning of the fiscal year for which Customer’s governing body does not appropriate funds for the upcoming fiscal year, notify Xerox that Customer’s governing body failed to appropriate funds and that Customer has made the required effort to find an assignee. Customer’s notice must certify that canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. Customer agrees to release the Equipment to Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. Customer will then be released from any further payments obligations beyond those payments due for the current fiscal year.

GEN 1.19– COMPLIANCE WITH LAWS AND POLICIES
Xerox and Customer shall comply with all applicable laws and regulations in the performance of their respective obligations under this Agreement. Xerox agrees to comply with Customer’s internal policies regarding security and safety at Customer Facilities that are reasonable and customary under the circumstances and which do not conflict with the terms of this Agreement. Customer agrees to provide Xerox with reasonable prior written notice of such policies and any changes to such policies. If a change in Customer policy results in incremental costs to Xerox, Xerox may, upon providing notice to Customer, pass such costs on to Customer.

GEN 1.20 – MISCELLANEOUS
a. Copies of Agreement. Except as required by law, both parties agree that any reproduction of this Agreement made by reliable means (for example, photocopy or facsimile) shall be considered an original.

Xerox may retain a hardcopy, electronic image, photocopy, or facsimile of this Agreement and each Order hereunder, which shall be considered an original and shall be admissible in any action to enforce said Agreement or Order.
b. Amendment. All changes to this Agreement must be made in a writing signed by Customer and Xerox.

Any amendment of this Agreement shall not affect the obligations of either party under any then-existing Orders, which shall continue in effect unless the amendment expressly states that it applies to such existing Orders. An amendment to a Services Contract shall reference the number of the Services Contract that it amends.

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c. No Waiver; Severability; Survival. The failure by Customer or Xerox to insist upon strict performance of any of the terms and conditions in this Agreement or to exercise any rights or remedies will not be construed as a waiver of the right to assert those rights or to rely on that term or condition at any time thereafter. If any provision is held invalid by any arbitrator or any court under applicable law, such provision shall be deemed to be restated as nearly as possible to reflect the original intention of the parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect. Any terms and conditions of this Agreement or any Order which by their nature extend beyond the termination or expiration of the Agreement or Order will survive such termination or expiration. d. Independent Contractors. Xerox shall perform all Services hereunder in the capacity of independent contractor and not as Customer's employee, agent, or representative. Xerox employees shall not be entitled to privileges of employment that Customer may provide to Customer's employees, and Xerox shall be responsible for payment of all unemployment, social security, federal (state and local, as necessary) and other payroll taxes in regard to its employees involved in the performance of the Services. Neither of the parties, nor their respective employees or Affiliates, shall be authorized to conclude contracts in the name of the other party, or to act or appear as a representative of the other, whether in performing the Services or otherwise.
e. No Hiring. During the term of an Order under which Xerox is providing Services and for a period of one (1) year thereafter, Customer and Xerox each agree not to hire, solicit, or employ any of the other’s personnel who have been engaged in the provision of services or the performance of this Agreement, unless prior written consent is obtained from the other party. Such prohibition shall not apply to hiring as a result of general public solicitations of employment. Should one of the parties hire the other party’s personnel in violation of this Agreement, the violating party shall immediately pay to the other, as liquidated damages and as the sole remedy for such violation, an amount equal to such personnel’s then current annual compensation (or the amount paid to such person during the previous twelve (12) months in the case of an independent contractor).
f. Assignment. Except for Xerox’s assignment to an Affiliate or to a third party for the purposes of securitizing or factoring, neither party may assign this Agreement and any Order(s) hereunder without the prior written consent of the other party. In the event of a permitted assignment by Xerox, each successive assignee of Xerox will have all of the rights but none of the obligations of Xerox pursuant to this Agreement. Customer will continue to look to Xerox for performance of Xerox’s obligations hereunder and Customer hereby waives and releases any assignees of Xerox from any such claim. Customer will not assert any defense, counterclaim, or setoff that Customer may have or claim against Xerox against any assignee of Xerox. g. Communication Authorization. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means (including cellular phone, email, automatic dialing, and recorded messages) using any phone number (including cellular) or electronic address that Customer provides to Xerox. h. Limitation on Charges. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part of an Order that would, but for this Section, be construed to allow for a charge higher than that allowed under any applicable law, is limited and modified by this Section to limit the amounts chargeable under such Order to the maximum amount allowed by law. If, in any circumstances, an amount in excess of that allowed by law is charged or received, such charge will be deemed limited to the amount legally allowed and the amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts owed or will be refunded to Customer. i. Order of Precedence; Entire Agreement. This Agreement, including all schedules, attachments, exhibits and amendments hereto and the Services Contract(s) hereunder, constitutes the entire agreement between the parties as to the subject matter and supersedes all prior and contemporaneous oral and written agreements regarding the subject matter hereof and neither party has relied on or is relying on any other information, representation, discussion or understanding in entering into and completing the transactions contemplated in this Agreement. The parties agree that except as expressly set forth in this Agreement, in the event of any conflict between terms and conditions, the order of precedence shall be this Agreement, the applicable Orders under the Services Contract (excluding Customer POs), and the SOW or DOS, as applicable. If a term in this Agreement expressly provides for a term in an Order to take precedence, such provision in the Order shall prevail to the extent of any conflict. Notwithstanding the foregoing, provisions in the General Module of this Agreement related to: (1) Section GEN 1.8 (Intellectual Property Ownership); (2) Section GEN 1.9 (Indemnification); (3) Section GEN 1.10 (Limitation of Liability); (4) Section GEN 1.12 (Confidentiality); and (5) Section GEN 1.3 (Taxes), will prevail over conflicting provisions in any other contractual document.

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SERVICES MODULE
SVC 1 – TERMS AND CONDITIONS SPECIFIC TO SERVICES
In addition to the terms and conditions in the General (GEN) Module, the following terms and conditions apply to Xerox’s performance of Services.

SVC 1.1 – SCOPE OF SERVICES
Subject to the terms and conditions of this Agreement, Services will be performed by Xerox and/or its Affiliates in accordance with the requirements set forth in an Order. If Customer fails to perform or is delayed in performing any of its responsibilities under this Agreement, such failure or delay may prevent Xerox from being able to perform any part of the Services or Xerox-related activities. Xerox shall be entitled to an extension or revision of the applicable term of the Order (which may include setting a new expected date for commencement of Services) or to an equitable adjustment in performance metrics associated with such failure or delay.

SVC 1.2 – CHARGES FOR SERVICES
Charges for Services are set forth in the applicable Order. Charges are based upon information exchanged between Customer and Xerox, which is assumed to be complete and accurate, and also depend upon other factors such as the timely performance by Customer of its responsibilities. If: (a) such information should prove to be incomplete or inaccurate in any material respect; or (b) there is a failure or delay by the Customer in performing its responsibilities under this Agreement or an Order which results in Xerox incurring a loss or additional cost or expense, then the charges shall be adjusted to reflect proportionately the impact of such materially incomplete or inaccurate information or such failure or delay. Charges that are indicated in an Order as being fixed are not subject to an annual percentage escalation for the initial term of such Order. If Xerox provides Services partially or early (for example, prior to the start of the initial term of an Order), Xerox will bill Customer on a pro rata basis, based on a thirty (30) day month, and the terms and conditions of this Agreement will apply.

SVC 1.3 – USE OF SUBCONTRACTORS
Xerox may, when it reasonably deems it appropriate to do so, subcontract any portion of the Services. Xerox shall remain responsible for any Services performed by subcontractors retained by Xerox to the same extent as if such Services were performed by Xerox.

SVC 1.4 – SERVICES SCOPE CHANGES
Except as otherwise set forth in an Order, either party may propose to modify the then-existing Services that are described in an Order, or to add new Services under a Services Contract. If Xerox determines such changes are feasible, Xerox will prepare and propose to Customer an Order incorporating the requested changes and any related impact to the Charges or terms. Once Customer executes and Xerox accepts the Order, Xerox will promptly proceed with the new and/or revised Services in accordance with the terms of the Order and this Agreement.

SVC 1.5 – EARLY TERMINATION OF SERVICES AND LABOR
Except as otherwise set forth in a Services Contract, upon ninety (90) days prior written notice, Customer may terminate or reduce any Services or labor provided pursuant to an Order without incurring early termination charges except as set forth in the next sentence. Notwithstanding the foregoing, if any such Services or labor provided under an Order are terminated (a) by Xerox due to Customer’s default or (b) by Customer and Customer acquires similar services from another supplier within six (6) months of the termination of such Services or labor, Customer shall pay all amounts due as of the termination date, together with the early termination charges, for loss of bargain and not as a penalty, stated in the Order or, if not specifically stated therein, an amount equal to the then current MMC for said terminated or reduced Services or labor multiplied by the number of months remaining in the term of the related Order, not to exceed six (6) months.

EQUIPMENT MODULE
EQP 1 – TERMS AND CONDITIONS SPECIFIC TO EQUIPMENT & THIRD PARTY HARDWARE In addition to the terms and conditions in the General (GEN) Module, the following terms and conditions apply to Equipment and Third Party Hardware provided to Customer.

EQP 1.1 – TERM AND DATE OF INSTALLATION
The term for each unit of Equipment shall be the term stated on the applicable Order, with the commencement date based upon the actual Date of Installation. If the Date of Installation for a unit of Equipment is prior to the applicable Order start date, Xerox will bill the Customer for such Equipment on a pro rata basis, based on a thirty (30) day month, and the terms and conditions of this Agreement and the applicable Services Contract will apply as of the Date of Installation.

EQP 1.2 – DELIVERY AND REMOVAL AND SUITABILITY OF CUSTOMER FACILITIES

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Xerox will be responsible for all standard delivery charges for Equipment and Third Party Hardware and, for Equipment or Third Party Hardware for which Xerox holds title, standard removal charges. Non-standard delivery or removal charges (including removal prior to the end of the term for any Equipment) will be at Customer’s expense. The suitability of Customer Facilities for installation of Equipment or Third Party Hardware, including compliance with state and local building, fire and safety codes and any non-standard state or local installation requirements, is Customer’s responsibility.

EQP 1.3 – EQUIPMENT STATUS
Unless Customer is acquiring previously installed equipment, Equipment will be either: (a) “Newly Manufactured,” which may contain some recycled components that are reconditioned; (b) “Factory Produced New Model” which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains new components and recycled components that are reconditioned; or (c) “Remanufactured,” which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. Xerox makes no representations as to the status of any Third Party Hardware that Xerox may provide under any Order.

EQP 1.4 – CONSUMABLE SUPPLIES
If specified in an Order, Xerox will provide Consumable Supplies for related Equipment. Consumable Supplies are Xerox’s property until used in the Equipment for which they are provided. Upon expiration or termination of the applicable Order, Customer will either return any unused Consumable Supplies to Xerox at Xerox’s expense when using Xerox-supplied shipping labels, or destroy them in a manner permitted by applicable law. Xerox reserves the right to charge Customer for any Consumable Supplies usage that exceeds Xerox’s published yields by more than ten percent (10%). In such a case, Xerox will notify Customer of the excess usage. If such excess usage does not cease within thirty (30) days after notice, Xerox may charge Customer for the excess usage. If Xerox provides paper under a Services Contract, upon thirty (30) days’ notice, Xerox may adjust paper pricing or either party may terminate the provision of paper.

EQP 1.5 – USE AND RELOCATION
For any Equipment or Third Party Hardware provided by Xerox, with the exception of Purchased Equipment for which Customer has paid in full, Customer agrees that: (a) the Equipment or Third Party Hardware shall remain personal property; (b) Customer will not attach any of the Equipment or Third Party Hardware as a fixture to any real estate; (c) Customer will not pledge, sub-lease or part with possession of the Equipment or Third Party Hardware or file or permit to be filed any lien against the Equipment or Third Party Hardware; and (d) Customer will not make any permanent alterations to the Equipment or Third Party Hardware. While Equipment or Third Party Hardware is subject to an Order, Customer must provide Xerox prior written notice of all Equipment or Third Party Hardware relocations and Xerox may arrange to relocate the Equipment or Third Party Hardware at Customer’s expense. While Equipment or Third Party Hardware is being relocated, Customer remains responsible for making all payments to Xerox required under the applicable Order. All parts or materials replaced, including as part of an upgrade, will become Xerox’s property.

Equipment or Third Party Hardware cannot be relocated outside of the U.S. until Customer has paid in full for the Equipment or Third Party Hardware and has received title thereto. Notwithstanding anything to the contrary in the foregoing, to the extent the Equipment contains any Software, any relocation of such Equipment is subject to the terms and conditions set forth in the Software License Module of this Agreement.

EQP 1.6 – SUPPLIER EQUIPMENT PROVIDED
In the event Xerox provides Supplier Equipment to Customer, the following terms shall apply unless otherwise specified in an Order:
a. Unless Supplier Equipment is purchased by Customer, Xerox (or the applicable third party vendor) shall at all times retain title to the Supplier Equipment. Customer hereby authorizes Xerox or its agents to file financing statements necessary to protect Xerox’s rights to Supplier Equipment. Each party will promptly notify the other, in writing, of any change in ownership, or if it relocates its principal place of business, or changes the name of its business. The risk of loss for the Supplier Equipment shall pass to Customer upon delivery to the applicable Customer Facilities. Customer will insure the Supplier Equipment against loss or damage and the policy will name Xerox as loss payee.
b. Customer agrees to use the Supplier Equipment in accordance with, and to perform, all operator maintenance procedures for the Supplier Equipment described in the applicable Documentation made available or provided by Xerox. The Customer shall not (unless the Supplier Equipment is Purchased Equipment, and then only with Xerox’s prior consent):
i. sell, charge, let or part with possession of the Supplier Equipment; ii. remove the Supplier Equipment from Customer Facilities in which it is installed; or iii. make any changes or additions to the Supplier Equipment.

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c. Early Termination. Equipment is provided for a minimum order term (as specified in the applicable Order per EQP 1.1 above). If Equipment is terminated for any reason before the end of its minimum order term, the termination charges set forth in the applicable Order or Services Contract for such Equipment shall apply.

EQP 1.7 – DATA SECURITY
Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely Customer’s responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models.

EQP 1.8 – REMOTE SERVICES FOR EQUIPMENT
Certain models of Equipment are supported and serviced using Remote Data Access. Remote Data Access also enables Xerox to transmit to the Customer Maintenance Releases or Updates for software or firmware and to remotely diagnose and modify Equipment to repair or correct malfunctions. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download any Customer data, documents or other information residing on or passing through the Equipment, Third Party Hardware or Customer’s information management systems. Customer grants the right to Xerox, without charge, to establish and maintain Remote Data Access for the purposes described above. Upon Xerox’s request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment. Customer will enable Remote Data Access via a method prescribed by Xerox and Customer will provide Xerox with reasonable assistance to allow Xerox to have Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all times Maintenance Services are being performed.

EQP 1.9 - TOTAL SATISFACTION GUARANTEE.
a. "SP Equipment" means any iGen3, iGen4, iGen150, iGen5 or Xerox Color 8250 Production Printer. If, during any 90 day period, the performance of SP Equipment delivered under this Agreement is not at least substantially consistent with the performance expectations outlined in the SP Equipment’s Customer Expectations Document ("Expectations Document"), Xerox will, at Customer’s request, replace the SP Equipment without charge with identical SP Equipment or, at Xerox’s option, with Equipment with comparable features and capabilities (the” SP Equipment Guarantee”). The SP Equipment Guarantee does not apply during the first 180 days after installation and will expire at the end of the initial term of the Order; provided however, for SP Equipment identified as “Previously Installed”, this SP Equipment Guarantee expires 1 year after installation. This SP Equipment Guarantee applies only to SP Equipment that has been (i) continuously maintained by Xerox through the provision of Xerox Maintenance Services, and (ii) operated at all times in accordance with the Expectations Document. b. "Non-SP Equipment" means any Equipment other than SP Equipment. If Customer is not completely satisfied with any Non-SP Equipment delivered under an Order under this Agreement, Xerox will, at Customer’s request, replace it without charge with identical Non-SP Equipment or, at the option of Xerox, with Equipment with comparable features and capabilities (the” Non-SP Equipment Guarantee”). The NonSP Equipment Guarantee applies only to Non-SP Equipment that has been continuously maintained by Xerox through the provision of Xerox Maintenance Services. The Non-SP Equipment Guarantee will expire at the end of the initial term of the subject Order; provided however, for Non-SP Equipment identified as “Previously Installed”, the Non-SP Equipment Guarantee expires 1 year after the Installation Date. The Non-SP Equipment Guarantee does not apply to a limited number of Non-SP Equipment models, which models are identified in the applicable Order Document. c. The SP Equipment Guarantee and Non-SP Equipment Guarantee replace and supersede any other guarantee from Xerox, whether made orally or in writing, styled a "Total Satisfaction Guarantee", "Satisfaction Guarantee" or otherwise covering the subject matter set forth above.

EQP 1.10 – REMOVAL OF HAZARDOUS WASTE
Customer agrees to take responsibility for legally disposing of all hazardous wastes generated from the use of Third Party Hardware or supplies.

EQUIPMENT PURCHASE MODULE
EP 1 – TERMS AND CONDITIONS SPECIFIC TO EQUIPMENT PURCHASE In addition to the terms and conditions in the General (GEN) Module, the following terms and conditions apply to the acquisition of Purchased Equipment:

EP 1.1 – ORDER

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Orders for an outright purchase of Equipment shall include the unique Xerox-provided contract number and the number of this Agreement on all applicable ordering documents.

EP 1.2 – TITLE
Title to Purchased Equipment will pass to Customer upon delivery to the applicable Customer Facilities.

EP 1.3 – DEFAULT
If Customer defaults under a XOA for Purchased Equipment, Xerox, in addition to its other remedies (including the cessation of Maintenance Services if applicable), may require immediate payment of all amounts then due, plus all Transaction Taxes and applicable interest on all amounts due from the due date until paid. Customer shall also pay all reasonable costs, including attorney’s fees, incurred by Xerox to enforce this Agreement.

EP 1.4 – MAINTENANCE SERVICES FOR PURCHASED EQUIPMENT
If Customer elects to receive Maintenance Services for Purchased Equipment, Customer shall do so under a separate Order under the Agreement for such Maintenance Services.

EP 1.5 – AGREEMENT PROVISION EXCLUSIONS
The following Agreement provisions do not apply to Orders for an outright purchase of Equipment: GEN 1.1 c.ii – iii; GEN 1.6 b – j; GEN 1.7 b.1; GEN 1.11; EQP 1.4; EQP 1.6.

MAINTENANCE SERVICES MODULE
MS 1 – TERMS AND CONDITIONS SPECIFIC TO MAINTENANCE SERVICES In addition to the terms and conditions in the General (GEN) Module, and except as otherwise set forth in an Order, the following terms and conditions apply to provision of Maintenance Services.

MS 1.1 – MAINTENANCE SERVICES
As part of an Order for (a) stand-alone Maintenance Services related to Purchased Equipment, or (b) Maintenance Services related to Equipment to which Xerox does not hold title, or as a mandatory part of an Order for Equipment (other than Purchased Equipment) that includes Maintenance Services, Xerox or a designated service provider will provide the following Maintenance Services for Equipment. If Customer is acquiring Equipment for which Xerox does not offer Maintenance Services, such Equipment will be designated as “No Svc.” This Module does not apply to maintenance of Third Party Hardware. Maintenance that Xerox provides on Third Party Hardware will be provided in accordance with the terms of the applicable Order.

The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment issues by: (i) utilizing Customer-implemented remedies provided by Xerox; (ii) replacing Cartridges; and (iii) providing information to and implementing recommendations provided by Xerox telephone support personnel in those instances where Xerox is not providing on-site Equipment support personnel. If an Equipment issue is not resolved after completion of (i) through (iii) above, Xerox will provide on-site support as provided in the applicable Order.

MS 1.2 – REPAIRS AND PARTS
a. Xerox will make repairs and adjustments necessary to keep the Equipment in good working order and operating in accordance with its written specifications (including such repairs or adjustments required during initial installation). Maintenance Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship. Parts required for repair may be new, reconditioned, reprocessed or recovered.
b. If Xerox is providing Maintenance Services for Equipment that uses Cartridges, Customer will use only unmodified Cartridges purchased directly from Xerox or its authorized resellers. Failure to use such Cartridges will void any warranty applicable to such Equipment. Cartridges packed with Equipment or furnished by Xerox as Consumable Supplies will meet Xerox’s new Cartridge performance standards and may be new, remanufactured or reprocessed and contain new and/or reprocessed components. To enhance print quality, Cartridges for many models of Equipment have been designed to cease functioning at a predetermined point. Many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S.

MS 1.3 – HOURS AND EXCLUSIONS
Unless otherwise set forth in an Order, Maintenance Services will be provided in areas accessible for repair services during Xerox’s standard working hours. Maintenance Services excludes repairs due to: (a) misuse, neglect or abuse; (b) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox’s published specifications; (c) use of options, accessories, or other products not serviced by Xerox; (d) non-Xerox alterations, relocation, service or supplies; and (e) failure to perform operator maintenance procedures identified in operator

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manuals. Customer agrees to furnish all referenced parts, tools, and supplies needed to perform those procedures that are described in the applicable manuals and instructions.

MS 1.4 – INSTALLATION SITE AND METER READINGS
In order to receive Maintenance Services for Equipment requiring connection to a PC or workstation, Customer must utilize a PC or workstation that either (a) has been provided by Xerox or (b) meets Xerox’s published specifications.

The Equipment installation site must conform to Xerox’s published requirements. If applicable, unless otherwise set forth in an Order, Customer agrees to provide meter readings in the manner prescribed by Xerox. If Customer does not provide Xerox with meter readings as required, for Equipment not capable of Remote Data Access, or if Remote Data Access is interrupted, Xerox may estimate them and bill Customer accordingly.

MS 1.5– REMEDY
If Xerox is unable to maintain the Equipment as described above, Xerox will, as Customer’s exclusive remedy for Xerox’s failure to provide Maintenance Services, replace the Equipment with an identical product or, at Xerox’s option, another model with comparable features and capabilities. If replacement Equipment is provided pursuant to this Section, there shall be no additional charge for its provision by Xerox during the initial term of the Order and it shall be subject to the terms and conditions of this Agreement and the applicable Order(s). Customer’s use of non-Xerox approved consumables that affect the performance of the Equipment may invalidate this remedy.

MS 1.6– END OF SERVICE
Xerox has no obligation to maintain or replace Equipment beyond the “End of Service” for that particular model of Equipment. End of Service (“EOS”) means the date announced by Xerox after which Xerox will no longer offer Maintenance Services for a particular Equipment model. An EOS Equipment List is available upon request.

SOFTWARE LICENSE MODULE
SW 1 – TERMS AND CONDITIONS SPECIFIC TO SOFTWARE
In addition to the terms and conditions in the General (GEN) Module the following terms and conditions apply to the license and use of Software and its associated Documentation.

SW 1.1– SOFTWARE LICENSE
Xerox may provide Software to Customer pursuant to an Order hereunder. The following license applies to Software provided hereunder, unless such Software is accompanied by a click-wrap or shrink-wrap license agreement or otherwise provided subject to a separate license agreement. a. Xerox grants Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license to use in the U.S.: (i) Base Software only on or with the Equipment with which (or within which) it was delivered; and (ii) Application Software only on any single unit of Equipment, subject to Customer remaining current in the payment of any indicated applicable Software license fees (including any annual renewal fees). Customer has no other rights to the Software. Customer will not and will not allow its employees, agents, contractors or vendors to: (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software except as permitted by applicable law; (ii) activate Software delivered with or within the Equipment in an un-activated state; or, (iii) access or disclose Diagnostic Software for any purpose. Title to Software and all copyrights and other intellectual property rights in Software will reside solely with Xerox and its licensors (who will be considered third party beneficiaries of this Agreement’s software and limitation of liability provisions).
b. The Base Software license will terminate: (i) if Customer no longer uses or possesses the Equipment with which the Base Software was provided; or (ii) upon the expiration or termination of any Order under which Customer has acquired the Equipment with which the Base Software was provided (unless Customer has exercised an option to purchase the Equipment, where available). c. Software may contain code to prevent its unlicensed use and/or transfer. If you do not permit Xerox periodic access to such Software, this code may impair the Equipment’s and/or Software’s functionality. d. Xerox does not warrant that the Software will be free from errors or that its operation will be uninterrupted.

SW 1.2– SOFTWARE SUPPORT
Software support will be provided by Xerox or a designated service provider as follows. For Base Software, Software support will be provided during the initial term of the applicable Order and any renewal period, but not longer than five (5) years after Xerox stops taking orders for the subject model of Equipment. For Application Software, Software support will be provided as long as Customer is current in the payment of all applicable software license, annual renewal and “support only” fees.
a. Xerox will maintain a web-based or toll-free hotline during Xerox’s standard working hours to report Software problems and answer Software-related questions. Xerox, either directly or with its vendors, will make

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