SUBJECT Xerox Equipment Lease Pricing Agreement--(Expired See

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SUBJECT Xerox Equipment Lease Pricing Ag..., ATmega Card, section 50, Equipment used, AUTO ROLL, Access Systems, Satellite Broadcast, Radiocommunication Regulations, Conditional Access, Technical Service

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THE CALIFORNIA STATE UNIVERSITY CONTRACT SERVICES AND PROCUREMENT VOX VERITAS VITA M D C C C L V II 03-08 SUBJECT: Xerox Equipment Lease Pricing Agreement--(Expired: See Bulletin #05-05) Rev. 6/4/04 This revision adds Am #1 and updated the contact info and price list. SUBJECT: Xerox Corporation Digital Copiers/Printers/Fax/Scanners and Associated Services VENDOR: AGREEMENT NO. TERM: DESCRIPTION: Xerox Corporation PA020201 April 1, 2003 to May 31, 2005 This Master Pricing Agreement for Xerox Digital Copiers, Printers, Facsimile and Scanner Products and associated services extends discounted Fair Market Value Lease Pricing to all campuses and administrative offices of the CSU in accordance with Xerox Corporation’s Public Sector Major Account Program. The product line ranges from a 16 page per minute to 120 pages per minute copier and/or printer for both black and white as well as color copier/printer products. Many models are capable of upgrading in the future to add features as needed. This Master Pricing Agreement is not to be used in lieu of any required competition. For more information, see the CONTRACT below. VENDOR CONTACT: For Xerox Contacts for Sales, Technical or order assistance, see below. Additional product information may also be found at www.xerox.com. CSU CONTACT: Tom Roberts, Assistant Director Contract Services and Procurement Office of The Chancellor 562.951.4583 troberts@calstate.edu CSP CONTACT: Tom Roberts FAX: (562) 951-4969 PHONE: (562) 951-4583 EMAIL: troberts@calstate.edu AGREEMENT NUMBER AM. NO. PRICING AGREEMENT PA020201 16-0468020 1 TAXPAYERS FEDERAL / EMPLOYER IDENTIFICATION NUMBER THIS AGREEMENT, made and entered into this 1st day of June, 2004, in the State of California, by and between the Trustees of the California State University, which is the State of California acting in a higher education capacity, through its duly appointed and acting officer, hereinafter called CSU and CONTRACTOR’S NAME Xerox Corporation , hereafter called Contractor, WITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulation of the University hereinafter expressed, does hereby agree to furnish to the University services and materials as follows: This Agreement is hereby amended as follows: 1) the Term of the Agreement is extended from April 1, 2004 to May 31, 2005, and 2) the original Rider E, which expires on 5/31/04, shall be replaced by the attached Rider E, dated 6/1/04, comprised of two (2) pages, which is hereby incorporated into the Agreement by this reference. All other terms and conditions of the Agreement remain in full force and effect. This pricing agreement was not competitively established and may not be used in lieu of competition. IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written. UNIVERSITY Trustees of the California State University BY (AUTHORIZED SIGNATURE) DATE CONTRACTOR Xerox Corporation BY (AUTHORIZED SIGNATURE) DATE PRINTED NAME AND TITLE OF PERSON SIGNING PRINTED NAME AND TITLE OF PERSON SIGNING Patricia L. Dayneko, Director DEPT. ADDRESS Contract Services and Procurement 2485 Natomas Park Drive, #250 Sacramento, CA 95833 REQUIRED CHARTFIELD DISTRIBUTION Account Fund Dept ID OPTIONAL CHARTFIELD DISTRIBUTION Class Proj/Grt AMOUNT ENCUMBERED BY THIS DOCUMENT $0 TOTAL AMOUNT ENCUMBERED TO DATE Program $0 AGREEMENT NUMBER AM. NO. PRICING AGREEMENT PA020201 TAXPAYERS FEDERAL / EMPLOYER IDENTIFICATION NUMBER 16-0468020 THIS AGREEMENT, made and entered into this 1st day of April, 2003, in the State of California, by and between the Trustees of the California State University, which is the State of California acting in a higher education capacity, through its duly appointed and acting officer, hereinafter called CSU and CONTRACTOR’S NAME Xerox Corporation , hereafter called Contractor, WITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulation of the University hereinafter expressed, does hereby agree to furnish to the University services and materials as follows: This is a CSU pricing agreement for the entire line of Xerox imaging such as Copiers, Digital Copiers, Digital Color Copiers and Printers, Black and White Printers, Fax Machines as well as associated services, under which each campus may participate. This Pricing Agreement does not constitute an order for equipment or services nor does it obligate the University, in the future, to issue any orders for equipment or services. For purposes of this Agreement, the term “Campuses” shall include severally any campus, or administrative office which executes an order, and the term “CSU” shall mean the “University.” Orders for Xerox’s products shall be in accordance with CSU standard procurement and leasing procedures. In the event of a conflict between documents, the following order of precedence shall apply: Rider A – CSU General Provisions for Commodity and Service Acquisitions, rev. 4/1/03 consisting of four (4) pages; Rider B – Supplemental Terms and Conditions dated April 1, 2003 consisting of consisting of two (2) pages; Rider C – Terms and Conditions Attachment dated April 1, 2003, consisting of four (4) pages; Rider D – Fixed Lease/Rental Terms dated April 1, 2003, consisting of five (5) pages. Rider E - CSU FMV Lease Plans This pricing agreement was not competitively established and may not be used in lieu of competition. The term of this Agreement shall be one (1) year with unlimited renewals subject to annual review in accordance with the terms herein. Either party may terminate this Agreement by thirty (30) day written notice. Obligations by either party, incurred under a Purchase Order executed as a result of this Agreement, shall survive the termination. IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written. UNIVERSITY Trustees of the California State University BY (AUTHORIZED SIGNATURE) DATE CONTRACTOR Xerox Corporation BY (AUTHORIZED SIGNATURE) DATE PRINTED NAME AND TITLE OF PERSON SIGNING PRINTED NAME AND TITLE OF PERSON SIGNING Patricia L. Dayneko, Director DEPT. ADDRESS Contract Services and Procurement 2485 Natomas Park Drive, #250 Sacramento, CA 95833 REQUIRED CHARTFIELD DISTRIBUTION Account Fund Dept ID OPTIONAL CHARTFIELD DISTRIBUTION Class Proj/Grt AMOUNT ENCUMBERED BY THIS DOCUMENT $0 TOTAL AMOUNT ENCUMBERED TO DATE Program $0 Rider A PA020201 4/1/03 GENERAL PROVISIONS FOR COMMODITY AND SERVICE ACQUISITIONS Contractor agrees to these General Provisions as well as the other provisions contained in the Contract. In these General Provisions, the Trustees of the California State University are referred to as “CSU” or “University.” The terms “bid” and “proposal” are synonymous, as are the terms “Contract” and “agreement.” The terms “Bidder”, “Proposer”, and “Contractor” are also used interchangeably and each shall apply to the business entity which submits a bid/proposal or is awarded a contract. 1. Preparation of Bids and Proposals: (a) It shall be bidder’s responsibility to examine any drawings, specifications, and instructions. All prices and notations must be word-processed, printed in ink, or typewritten. All bids submitted, including electronic bids, must indicate unit prices for each separate line item quoted in addition to showing the totals. In case of discrepancy between the unit price and the extension set forth for the item, the unit price shall prevail; however, if the amount set forth as a unit price is ambiguous, unintelligible, or uncertain for any cause, or is omitted, the amount set forth in the "Extension" column shall be divided by the quantity for the item and the price thus obtained shall be the unit price. In case of discrepancy between the totals shown on the bid form and the actual sum of the item totals, the actual sum of all item totals shall prevail. Brand names: Any reference to brand names and numbers in the bid solicitation is intended to be descriptive, but not restrictive, unless otherwise specified. Bids on equivalent items meeting the indicated standards of quality will be considered, unless otherwise specified, providing the bid clearly describes the article offered and how it differs from the reference brands. Unless the bidder specifies otherwise in the bid, it is understood that the bidder is offering a referenced brand item as specified in the bid solicitation. The University reserves the right to determine whether a substitute offer is equivalent to and meets the standards of quality indicated by the brand name references; the University may require a bidder offering a substitute to supply additional descriptive material and a sample. Time of delivery (whether a commodity or a service) is a part of the bid and must be strictly observed. Time, if stated as a number of days, shall mean calendar days. and given effect in all respects according to the laws of the State of California. 6. Discounts, Invoices, and Payments: In connection with any discount offered, except when provision is made for a testing period preceding acceptance by the University, time will be computed from date of delivery of the commodities as specified, or from date correct invoices are received in the office specified by the University if the latter date is later than the date of delivery. When provision is made for a testing period preceding acceptance by the University, date of delivery shall mean the date the supplies, equipment or services are accepted by the University following the specified testing period. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing the University warrant or check. The Contractor shall submit invoices to the University for payment of goods and services rendered. Payment shall not be due until the latter of: (a) the date of acceptance of goods or performance of services; or (b) receipt of an accurate invoice. Unless otherwise specified, payment will be made in accordance with Government Code Sections 927 et seq., as applicable. 7. Document Referencing: All correspondence, invoices, bills of lading, shipping memos, packages, etc., must show the Contract number. If factory shipment, the factory must be advised to comply. Taxes, Fees, Expenses, and Extras: (a) Articles sold to the University are exempt from certain Federal Excise Taxes. The University will furnish an exemption certificate on request. Unless specified otherwise, prices quoted shall include all required taxes. No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the University unless expressly included and itemized in the bid. (b) (c) 8. (d) (b) (c) Unless otherwise indicated on the Purchase Order or Contract, on "FOB Shipping Point" transactions vendor shall arrange for lowest cost transportation, prepay, add freight to invoice, and furnish supporting freight bills over $50. Shipments that are California intrastate in nature and where freight is to be borne by the University shall be tendered to carriers with written instructions that rates and charges may not exceed the lowest lawful rates on file with the California Public Utilities Commission. On "FOB Shipping Point" transactions, should any shipments under this Purchase Order or Contract be received by the University in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers by wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the shipper, such as inadequate packing or loading or some inherent defect in the equipment and/or material, vendor on request of the University shall at vendor's own expense assist the University in establishing carrier liability by supplying evidence that the equipment and/or material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions. 9. Governing Law: All contracts and purchase orders shall be construed in accordance with, and their performance governed by, the laws of the State of California. Further, Contractor shall comply with any State or federal law applicable to Contractor’s performance under this Contract. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. Assignments: Without written consent of the CSU, the Contract is not assignable by Contractor either in whole or in part. Independent Status: The Contractor, and the agents and employees of Contractor, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the State of California. While Contractor may (or may not) be required under the terms of this Contract to carry Worker’s Compensation Insurance, Contractor is not entitled to unemployment or workers’ compensation benefits from the CSU. Conflict of Interest: (a) The Contractor shall not utilize any information, not a matter of public record, which is received by reason of this Contract, for pecuniary gain not contemplated by the terms of this Contract, regardless of whether the Contractor is or is not under Contract with the CSU at the time such gain is realized. Any report, survey, or product developed by the Contractor pursuant to this Contract is the property of the CSU, and shall not be used in any manner by the Contractor unless authorized by the CSU. Breach of this provision will make the Contract voidable at the Trustees’ option, and the Contractor shall be liable for any other damages incurred by the CSU as the result of such breach (Education Code, Section 89006). The CSU requires a Statement of Economic Interests (Form 700) to be filed by any Consultant (or Contractor) who is involved in the making, or participation in the making, of decisions which may foreseeably have a material effect on any CSU financial interest [reference G.C. 82019]. (e) 2. Submission of Bids: (a) Whenever the University so designates, bids must be signed and sealed, with the bid number, bidder's name and address, and closing date, on the outside of the envelope. Bids or partial bids, and modifications or corrections thereof received after the closing time specified may not be considered. (b) 3. Revisions in Bid Solicitation: In the event a bidder believes that the University’s bid solicitation is unfairly restrictive or has substantive errors or omissions in it, the matter must be promptly brought to the attention of the University's procurement office, either by telephone, telegraph, letter, or visit, immediately upon receipt of the bid solicitation, in order that the matter may be fully considered and appropriate action taken by the University prior to the closing time set for bids. Removal of Names from Bidders' List: The University may remove the name of any vendor or contractor from its lists of potential bidders whenever the University has received no recent responses to its bid solicitations from that vendor or contractor. Award of Contracts or Purchase Orders: (a) Contracts will be made or entered into with (1) the lowest responsible bidder meeting specifications, (2) the bidder with the highest score attained at the end of a competitive evaluation process, or (3) as otherwise specified in the bid solicitation. The University reserves the right to determine the results of the prescribed evaluation process and the awardee. Purchase orders will be made or entered into with the lowest responsible bidder meeting specifications, except as otherwise specified in the bid solicitation. Where more than one item is specified in the bid solicitation, the University reserves the right to determine the low bidder either on the basis of individual items or on the basis of all items included in the bid solicitation. Unless the bidder specifies otherwise in the submitted bid, the University may accept any portion or group of items or services offered in the bid, or accept none of them at all. The University reserves the right to reject any or all bids and to waive informalities and minor irregularities in bids received. A University purchase order mailed or otherwise furnished to the successful bidder within the time for acceptance specified in the bid solicitation results in a binding agreement without further action by either party. The binding agreement shall be interpreted, construed, 4. 10. 5. 11. 12. (b) (b) (c) (b) (d) 13. Time: Time is of the essence of the Contract. 1 4/1/03 Rider A PA020201 4/1/03 14. Contract Alterations & Integration: No alteration or variation of the terms of the Contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. Commencement of Work: Work shall not commence under the Contract until a fully executed agreement has been received by the Contractor and the Contractor has been given approval to proceed. Any work performed by the Contractor prior to the date of approval shall be considered as having been performed at the Contractor’s own risk and as a volunteer. Non-Performance by Contractor: The CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, the CSU may proceed with the work in any manner deemed proper by the CSU. The cost to the CSU shall be deducted from any sum due the Contractor under the Contract, and the balance, if any, shall be paid the Contractor upon demand. General Indemnity: The Contractor agrees to indemnify, defend and save harmless the University, its officers, agents and employees from any and all claims and losses accruing or resulting to any other person, firm or corporation furnishing or supplying work, service, materials or supplies in connection with the performance of this Contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation which may be injured or damaged by the Contractor in the performance of this Contract. Appropriation of Funds: (a) If the term of the Contract extends into fiscal years subsequent to that in which it is approved such continuation of the Contract is subject to the appropriation of funds for such purpose by the Legislature. If funds to effect such continued payment are not appropriated, Contractor agrees to take back any commodities furnished under the Contract, terminate any services supplied to the University under the Contract, and relieve the University of any further obligation therefor. University agrees that if provision (a) above is involved, commodities shall be returned to the Contractor in substantially the same condition in which they were delivered, subject to normal wear and tear. University further agrees to pay for packing, crating, transportation to Contractor's nearest facility and for reimbursement to Contractor for expenses incurred for its assistance in such packing and crating. finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, Public Contract Code Section 10296. 23. Examination and Audit: For contracts in excess of $10,000, the Contractor shall be subject to the examination and audit of (a) the Office of the University Auditor, and (b) the State Auditor, for a period of three (3) years after final payment under the contract in accordance with Government Code Section 8546.7 and with Education Code Section 89045(c & d), respectively. The examination and audit shall be confined to those matters connected with the performance of the contract, including, but not limited to, the costs of administering the Contract. Drug-Free Workplace Certification: By accepting a contract or purchase order, the Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code, Section 8355 et. seq.) and will provide a drug-free workplace by doing all of that which Section 8355 et seq. require. Forced, Convict and Indentured Labor: Contractor agrees that no foreign-made equipment, materials, or supplies furnished to the State pursuant to this Contract have been produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. (Public Contract Code Section 6108). Contractor Compensation: The consideration to be paid Contractor, as described within the Contract, shall be in full compensation for all of Contractor’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. DVBE and Small Business Participation: The State of California supports statewide participation goals of 3% for disabled business enterprises, (DVBE Program) and requires agencies to provide a 5% preference when awarding contracts to small businesses. Only small businesses certified by the Office of Small Business Certification and Resources (OSBCF) are eligible to receive the preference. The University encourages all contractors to use the services of DVBE and OSMBcertified small business enterprises whenever possible, and to report their use to the University. Citizenship and Public Benefits: If Contractor is a natural person, Contractor certifies in accepting this Contract that s/he is a citizen or national of the United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (P.L. 104-193; 110 STAT.2105, 226869). Financing of Acquisition: Bidder shall include within the contents of its bid proposal the best financing alternatives it has to offer the University whenever the bid solicitation expresses the University’s desire to consider financing (including thirdparty possibilities) as an option. Patent, Copyright, and Trade Secret Indemnity: A contractor may be required to furnish a bond to the University against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. In addition: (a) The Contractor, at its own expense, shall defend any action brought against the University to the extent that such action is based upon a claim that the product supplied by the Contractor or the operation of such product infringes a United States patent or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the University in any such action. Such defense and payment shall be conditioned on the following: (1) That the Contractor shall be notified within a reasonable time in writing by the University of any notice of such claim; and, That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the University have the option to participate in such action at its own expense. 15. 16. 24. 17. 25. 26. 18. 27. (b) 28. 19. Unfair Practices Act: Bidders shall comply and bids shall be in accordance with the Unfair Practices Act (Business and Professions Code Section 17000 et seq.). Nondiscrimination: A. During the performance of this Contract, Contractor and its subcontractors shall not deny the Contract’s benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over 40) or sex. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. B. Contractor shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 7285.0 et seq.), and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code Sections 11135-11139.5). C. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the Trustees upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information, and its facilities as said Department or Trustees shall require to ascertain compliance with this clause. D. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 29. 20. 30. (2) (b) E. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the agreement. 21. Violation of Air or Water Pollution Laws: Unless the Contract is less than $10,000.00 or with a sole-source provider, Government Code Section 4477 prohibits the State from contracting with a person, including a corporation or other business association, who has been determined to be in violation of any State or federal air or water pollution control law. If such determination is final, Government Code Section 4481 requires the State Water Resource Control Board and the Air Resources Board to notify State agencies of such persons. Prior to an award, the University shall determine whether the intended awardee is a person included in notices from the Boards by reference to notices. No award will be made to a person who is identified either by the published notices or by Board notification as a person in violation of State or federal air or water pollution control laws. 22. Compliance with NRLB Orders: In submitting a bid or signing a contract the Contractor swears under penalty of perjury that no more than one final, unappealable (c) Should the product, or the operation thereof, become, or in the Contractor's opinion is likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, the University shall permit the Contractor at its option and expense either to procure for the University the right to continue using the product, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such product by the University shall be prevented by injunction, the Contractor agrees to take back such product and make every reasonable effort to assist the University in procuring a substitute product. If, in the sole opinion of the University, the return of such infringing product makes the retention of other products acquired from the Contractor under this contract impractical, the University shall then have the option of terminating the contract, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such product and refund any sums the University has paid Contractor less any reasonable amount for use or damage. The Contractor shall have no liability to the University under any provision of this paragraph with respect to any claim of patent, 2 4/1/03 Rider A PA020201 4/1/03 copyright or trade secret infringement which is based upon the combination or utilization of the product furnished hereunder with commodities or devices not made nor furnished by the Contractor. 34. 31. Covenant Against Gratuities: The Contractor shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the University with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the University shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the University in procuring on the open market any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the University provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. Rights and Remedies of University for Default: (a) In the event any item furnished by the Contractor in the performance of this Contract should fail to conform to the specifications therefor, or to the sample submitted by the Contractor with the bid, the University may reject the same, and it shall thereupon become the duty of the Contractor to reclaim and remove the same forthwith, without expense to the University, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Contractor fail, neglect, or refuse to do so, the University shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may thereafter become due to the Contractor the difference between the price named in the Contract and the actual cost thereof to the University. In the event the Contractor shall fail to make prompt delivery as specified of any item, the same conditions as to the right of the University to purchase in the open market and to reimbursement set forth above shall apply, except for force majeure. Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts (known as “force majeure”) shall include but shall not be limited to fire, strike, freight embargo or acts of God and of the Government. If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the supplies or serves to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule. In the event of the cancellation of the Contract, either in whole or in part, by reason of the default or breach thereof by the Contractor, any loss or damage sustained by the University in procuring any items which the Contractor therein agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the University provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. thereby, or (b) the assignee declines to file a court action for the cause of action (Government Code Section 4554). Non-collusion Affidavit: By signing the bid, Bidder hereby certifies that the bid is not made in the interest of, or on behalf of, any undisclosed party; that the bid is genuine and not collusive, false, or sham; that the Bidder has not directly or indirectly induced or solicited any other Bidder to put in a false or sham bid, and has not directly or indirectly agreed with any Bidder or anyone else to put in a false or sham bid, or to refrain from bidding; that the Bidder has not in any manner, directly or indirectly, sought to fix any overhead, profit or cost element of the bid, of that of any other Bidder, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract. Conflict With Existing Law: The Contractor and the University agree that if any provision of the Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision. Should the offending provision go to the heart of the Contract, the Contract shall be terminated in a manner commensurate with the interests of both parties, to the maximum extent reasonable. Contractor's Warranty: The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the University hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the University under this Contract. Protests and Disputes: Potential bidders are afforded the opportunity to take exception to or “protest” the specifications and/or requirements of the bid solicitation. Such protests must be conveyed in writing to the University and also be resolved in writing by the University each within the timeframes specified, prior to the scheduled bid submittal deadline. However, any protests of specifications or requirements received after the deadline identified in the bid solicitation shall be considered untimely and shall be rejected. The University’s decision on a protest is final. If, prior to award of a contract, a protest is received in writing within the timeframe specified within the bid solicitation and filed on the grounds that the intended award is not in conformance with the specifications or requirements of the bid solicitation, the contract shall not be awarded until the protest has been withdrawn or a decision has been reached by the University. The University shall review the merits and timeliness of the protest and submit a decision in writing or otherwise furnish to the bidder the decision in such a manner as to ensure receipt. The University’s decision on a protest is final. 38 Americans With Disabilities Act (ADA) – General Provisions: Contractor assures the University that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) Bid Evaluation Preferences: In evaluating bids, the University will give preferences in accordance with the law for suppliers who are a California certified Small Business. If the bidder claims preferences under the Enterprise Zone Act (EZA), Target Area Contract Preference Act (TACPA) and Local Agency Military Base Recovery Area Act (LAMBRA), the bidder must complete and return the appropriate forms incorporated in the solicitation. Preferences may also be given for bidders using recycle products in accordance with Public Contract Code Sections 10408 and 12150 et seq. Where multiple preferences are claimed, the University will verify eligibility for the preference(s) and evaluate and apply preference(s) in accordance with law and established procedures. Child Support Compliance Act: For any contract in excess of $100,000, the contractor acknowledges in accordance with PUBLIC CONTRACT CODE Section 7110, that: (a) The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 35. 32. 36. 37. (b) (c) 39 (d) 33. Assignment of Antitrust Actions: The bidder's attention is directed to the following provisions of Government Code Sections 4552, 4553, and 4554, which shall be applicable to the bidder: In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the procurement body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, [commencing with Section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the procurement body pursuant to the bid. Such assignment shall be made and become effective at the time the procurement body tenders final payment to the bidder (Government Code Section 4552). If an awarding body or public procurement body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery (Government Code Section 4553). Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured 40 (b) 41 Recycling: Contractor hereby certifies under penalty of perjury that a percentage (0% to 100%) of the materials, goods, supplies offered, or products used in the performance of this contract meet or exceed the minimum percentage of recycled material as defined in Sections 12161 and 12205 of the PUBLIC CONTRACT CODE. Insurance: Contractor shall furnish to the University prior to the commencement of work an underwriter’s endorsement with a certificate of insurance stating that there is liability insurance presently in effect for the contractor with a combined single limit of not less than $1,000,000 per occurrence, and $2,000,000 aggregate; and that vehicle insurance (where applicable) is in effect with a minimum coverage of $1,000,000 per occurrence. (a) The certificate of insurance shall provide: 41. 3 4/1/03 Rider A PA020201 4/1/03 (1) That the insurer will not cancel the insured’s coverage without thirty (30) days prior notice to the University; That the State of California, the Trustees of the California State University, the University, and the employees, officers, and agents of each of them, are included as additional insureds, but only insofar as the operations under this contract are concerned; That the State, the Trustees, and the University, and the employees, officers, and agents of each of them will not be responsible for any premiums or assessments on the policy. (2) (3) (b) Contractor agrees that the bodily injury liability insurance herein provided shall be in effect at all times during the term of this contract. In the event said insurance coverage expires at any time or times during the term of this contract, contractor agrees to provide at least thirty (30) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided herein for not less than the remainder of the term of the contract, or for a period of not less than one (1) year. New certificates of insurance are subject to the approval of the University, and the contractor agrees that no work or services shall be performed prior to the giving of such approval. In the event contractor fails to keep in effect at all times insurance coverage as herein provided, the University may in addition to any other remedies it may have, terminate this contract upon the occurrence of such event. Workers' Compensation insurance coverage as required by the State of California. (c) 4 4/1/03 Rider B PA020201 4/1/03 1 of 3 Supplemental Terms and Conditions 1. Rider A - GENERAL PROVISIONS FOR COMMODITY AND SERVICE ACQUISITIONS is modified follows: 10. Assignment: Xerox may assign leases to a wholly owned subsidiary. Such assignment shall be transparent to the University. 16. Non-Performance: Xerox agrees with this provision with the understanding that Xerox will be given written notice of its nonperformance and be permitted a reasonable period of time in which to effect a cure. 17. General Indemnity: Indemnification is contingent upon Customer giving Xerox written notice, by registered mail, promptly after it becomes aware of any claim to be indemnified hereunder and permits Xerox to control the defense of any such claim or action at Xerox’ own expense. Notice shall be sent to “Corporate Risk, Xerox Corporation, Long Ridge Road, Stamford, Connecticut 06904.” Customer agrees that Xerox may employ attorneys of its own choice to appear and defend the claim or action and that Customer shall do nothing to compromise the defense of such claim or action or any settlement thereof and shall provide Xerox with all reasonable assistance which Xerox may require. Except for indemnified matters and to the extent permitted by applicable law, all other liability of Xerox to the Customer for damages of any kind or type, including but not limited to direct, indirect, consequential, incidental, or special damages, arising from Xerox’ performance or failure to perform under this Contract or by virtue of Xerox’ tortious conduct (including negligence whether passive or active) shall be limited the amounts paid by Customer under this Agreement. Provided, however, that the foregoing limitation of liability shall not apply to claims by the Customer for damage to real or tangible property caused by Xerox’ negligence. 18. Appropriation of Funds: Xerox agrees with this provision with these stipulations: a) If funds are not appropriated, though no action initiated by the lessee, to continue the lease for succeeding fiscal periods, Contractor agrees to take back any commodities furnished under the Contract, terminate any services supplied to the University under the Contract, and relieve the University of any further obligation therefor. Customer agrees Rider B PA020201 4/1/03 2 of 3 Supplemental Terms and Conditions to make all reasonable efforts to provide notice of non-appropriations within thirty days after of an approved budget. Rider B PA020201 4/1/03 3 of 3 Supplemental Terms and Conditions b) The Customer must also certify that the canceled Equipment is not being replaced by similar equipment or equipment performing similar functions during the ensuing fiscal year. c) In addition, the Customer agrees to return the Equipment in good condition to a location in California designated by Xerox and that, when returned, the Equipment will be free of all liens and encumbrances. The Customer will then be released from obligations to make any further payments to Xerox (with Xerox retaining all sums paid to date). 2. Term / Renewal The initial term of this Agreement shall commence upon April 1, 2003 and expire March 30, 2004. The Agreement shall be subject to unlimited annual reviews and renewals each April 1, beginning April 1, 2004. If both parties agree to renew the contract for an additional annual period, Xerox will submit a revised FMV Lease Plan Price Exhibit to the University prior to the effective date of the renewal. Rider C PA020201 4/1/03 Page 1 of 4 Terms and Conditions Attachment General Terms and Conditions 1. Equipment Status. The Equipment provided under this Agreement may be either: A. “Newly Manufactured”, which may contain some recycled components that are reconditioned; B. “Factory Produced New Model”, which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains both new components and recycled components that are reconditioned; or C. “Remanufactured”, which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. 2. Order Documents. Customer can place individual Equipment/Software orders by issuing a Purchase Order or signing a Xerox Order Agreement. These documents are for order entry purposes only and detail the Customer’s requested shipment date, installation site, quantities, product description, Trade-in Equipment, if applicable, contracted rates, and bill-to address. Each order document shall constitute an individual Equipment Agreement that references this Agreement’s contract number, and shall incorporate this Agreement’s terms and conditions, notwithstanding anything contained in the order document which is at variance with or additional to this Agreement. 3. Equipment Delivery and Removal. Xerox will be responsible for all standard delivery and removal charges. Examples of non-typical charges would include the cost associated with any equipment delivery or removal that requires stair creepers, cranes, and/or equipment disassembly due to stairs, or small doorways/hallways. equipment as part of an individual Equipment transaction: A. Title Transfer. Customer warrants that Customer has the right to transfer title to the Trade-in Equipment and that the Equipment has been installed and performing its intended function for the previous year at the address where the replacement equipment is to be installed. Title and risk of loss to the Trade-in Equipment shall pass to Xerox when Xerox removes the Equipment from the Customer’s premises. B. Condition. Customer warrants that the Trade-in Equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached. Customer agrees to maintain the Trade-in Equipment at its present site and in its present condition until removed by Xerox. C. Accrued Charges. Customer agrees to pay all accrued charges for the Trade-in Equipment (up to and including payment of the final principal payment number) and to pay all maintenance, administrative, supply, and finance charges for the equipment through the date title passes to Xerox. 4. Trade-In Equipment. The following terms apply if Customer includes “Trade-in” Rider C PA020201 4/1/03 Page 2 of 4 Terms and Conditions Attachment 5. Equipment Relocation. Relocation of leased equipment must be arranged, or approved in advance, by Xerox and all such relocations made by Xerox shall be at Customer’s expense. Xerox will provide the following Basic Services under this Agreement, unless Customer is acquiring Equipment for which Xerox does not offer Basic Services (such Equipment to be designated as “No Svc.”): A. Repairs & Parts. Xerox will make repairs and adjustments necessary to keep Equipment in good working order. Parts required for repair may be new, reprocessed, or recovered. All parts/materials replaced will become Xerox’s property, including components removed as part of an upgrade, B. Hours & Exclusions. Basic Services will be provided during Xerox’s standard working hours (excluding holidays observed by the University or Xerox). Customer agrees to give Xerox reasonable access to the Equipment. Basic Services shall cover repairs and adjustments required as a result of normal wear and tear, or defects in materials or workmanship. Basic Services excludes repairs or adjustments Xerox determines to relate to or be affected by the use of options, accessories, or other connected products not serviced by Xerox, as well as any non-Xerox alterations, relocation, service, supplies, or consumables. Customer agrees to use the Equipment in accordance with the applicable manuals and instructions. Customer also agrees to perform all operator maintenance procedures for the Equipment. C. Extended Service Hours. Xerox will provide Basic Services for up to 3 shifts per day and for up to 7 days per week. The cost of this enhanced service coverage will be billed separately and, as such, is not included in the Monthly Minimum Lease Charge and / or Print charge. D. Installation Site. The Equipment installation site must conform to Xerox's published space, electrical, and environmental requirements throughout the term of this Agreement. Customer is responsible for all construction, electrical, and environmental costs to prepare and maintain the equipment’s installation site. Customer agrees to provide Xerox at no charge a telephone, and adequate storage space for a reasonable quantity of replacement parts and supplies. E. Cartridge Products. If Xerox is providing Basic Services for Equipment utilizing cartridges designated by Xerox as customer replaceable (“Cartridges”), Customer agrees to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States. F. Consumable Supplies included in Base/Print Charges. Xerox will provide Customer with black toner (excluding highlight color toner), black developer, copy cartridges, and fuser “Consumable Supplies” throughout the Agreement’s term. Customer agrees that the Consumable Supplies are Xerox’s property until used by Customer, that Customer will use them only with the Equipment under this Agreement, that Customer will return all Cartridges to Xerox for remanufacturing once they have been run to their cease-function point, and that 6. Basic Services. Rider C PA020201 4/1/03 Page 3 of 4 Terms and Conditions Attachment Customer will return any unused Consumable Supplies to Xerox at the end of the Equipment’s Agreement term. G. Customer Education Training & Analyst Support. The contract price includes the cost of the initial operator training. The cost of retraining operators and the charges for analyst support are not included in the monthly lease charges. Prices for subsequent training and analyst support will be provided upon request and will be separately billed at the agreed upon price. H. Exclusive 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 Basic Services, replace the Equipment with an identical product, or at Xerox’s option, another product of equal or greater capabilities. The replacement product will be: (a) provided at no additional charge; (b) subject to the terms and conditions of this Agreement; and, (c) there will be no additional charge for Basic Services during the remainder to the Equipment’s Agreement term. 7. Equipment Installation Dates. The Installation Date is the date Xerox determines the Equipment to be operating satisfactorily as demonstrated by successful completion of diagnostic routines and is available for Customer’s use. For Equipment designated as “Customer Installable,” the Installation Date will be the Equipment delivery date. 8. Meter Readings. Customer agrees to provide meter readings in the manner prescribed by Xerox. If Customer does not provide Xerox with meter readings as required, Xerox may estimate them and bill Customer accordingly. 9. Payment. Customer’s payment is due within thirty (30) days after receipt of an undisputed invoice. Restrictive covenants on checks that Customer sends to Xerox will not reduce Customer’s obligations. 10. Taxes. Customer shall be responsible for any and all applicable Taxes, which will be included in Xerox’s invoice unless Customer provides proof of its tax-exempt status. “Taxes” shall mean any tax, assessment, or charge imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied, imposed on this Agreement or any Equipment ordered hereunder, or the amounts payable to Xerox by Customer for the billing of Products and Services of any kind. 11. Credit History. Customer authorizes Xerox, or its agent, to obtain credit reports, (including in connection with credit analysis or subsequent review, and the collection or enforcement of Customer’s obligations hereunder); make such other credit inquiries as Xerox may deem necessary; furnish payment history information to credit reporting agencies; and release to prospective assignees of this Agreement any rights hereunder, credit related information Xerox has about Customer or this Agreement. Even if Products have been delivered, Xerox may, within sixty (60) days following its acceptance of an IA hereunder, revoke such IA if Customer’s credit approval is denied. Rider C PA020201 4/1/03 Page 4 of 4 Terms and Conditions Attachment 12. Late Charges and Default. A. Late Charges. If any payment is not received by Xerox under this Agreement on or before the date it is due, Xerox may charge Customer, and Customer agrees to pay, a late charge to cover Xerox’s costs of collection equal to $25.00, not to exceed the maximum amount permitted by law. B. 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 hereunder. C. Xerox’s decision to waive or forgive a particular default shall not prevent Xerox from declaring any other default. Xerox and the University agree that each party will be responsible for their own legal fees. 13. Notices. Notices must be in writing and will be deemed given five (5) days after mailing, or two (2) days after sending by a nationally recognized overnight courier, to the Customer’s or Xerox’s business address. 14. Compliance with Laws. The following four sentences control over every other part of this Agreement and any Equipment Agreement entered hereunder and over all other documents now or later pertaining to this Agreement or an Equipment Agreement. Xerox intends to comply with applicable laws. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part of this Agreement or any Equipment Agreement that would, but for this Section, be read under any circumstances to allow for a charge higher than that allowed under any applicable legal limit, is limited and modified by this Section to limit the amounts chargeable under this Agreement or any Equipment Agreement 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 us to the payment of amounts legally owed under this Agreement or any IA entered hereunder, or refunded to Customer. Rider D PA020201 4/1/03 1 of 5 Fixed Lease/Rental Terms 1. Non-Cancelable Agreement. ANY INDIVIDUAL FIXED LEASE AGREEMENT WRITTEN HEREUNDER CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER’S OBLIGATION TO MAKE MINIMUM LEASE PAYMENTS, AND TO PAY ANY OTHER AMOUNTS DUE HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, INCLUDING PURSUANT TO THE SECTIONS TITLED “BASIC SERVICES” AND “SOFTWARE SUPPORT”. ANY CLAIM THAT CUSTOMER MAY HAVE AGAINST XEROX MAY BE ASSERTED SOLELY AGAINST XEROX IN A SEPARATE ACTION, PROVIDED CUSTOMER CONTINUES TO FULFILL ALL CUSTOMER OBLIGATIONS HEREUNDER. 2. Title and Risk. Title to the Equipment shall remain with Xerox unless and until Customer exercises the option to purchase the Equipment. The risk of loss due to Customer’s fault or negligence, as well as theft or disappearance, shall pass to Customer upon delivery. The risk of loss due to all other causes shall remain with Xerox unless and until Customer exercises the Equipment purchase option. 3. Individual Equipment Lease Term. Lease Agreements may be for either 36, 48, or 60 months and will commence following Equipment installation and will expire on the last day of the 36 th, 48th, or 60 th full calendar month, depending upon the term selected by the Customer. 4. Price Structure and Billing. The Minimum Lease Payment, along with any additional Print Charges covers the cost of (1) the use of the equipment, including a guaranteed number of copies (copy allowance); (2) the equipment’s maintenance; and (3) consumable supplies. The Minimum Lease Payment will commence following Equipment installation and will be billed monthly. Charges for excess prints will be billed quarterly in arrears. Lease prices will remain firm (no price increase) through the end of the individual Equipment Lease Agreement term. purchase the Equipment “AS IS, WHERE-IS” and WITHOUT ANY WARRANTY as to condition or value at the end of, or during, the term of an individual Equipment Agreement. Customer may purchase the Equipment at the end of the term of the lease for the Equipment’s Fair Market Value [“FMV”] at the Lease Agreement’s term’s conclusion, plus all applicable Taxes. Customer may purchase the Equipment at any time during the term of an Equipment Lease by paying (a) all amounts then due; (b) the remaining lease payments in the Lease Agreement’s term, less any unearned finance, maintenance, and supply charges (as reflected on the lessor’s books and records); and (c) a reasonable disengagement fee calculated by Xerox (the amount of such fee to be available from Xerox at any time upon request); and, (d) all 5. Purchase Options. Provided Customer is not in default hereunder, Customer may Rider D PA020201 4/1/03 2 of 5 Fixed Lease/Rental Terms applicable Taxes. When these amounts have been fully paid, title to the Equipment will transfer to Customer. 6. Renewal Option. Unless either party provides notice at least thirty (30) days before the end of the term of a individual Lease Agreement of its intention not to renew that Lease Agreement, it will be renewed automatically on a month-to-month basis at the same price, and terms and conditions. Billing will occur at the same frequency as the original lease. During this renewal period, either side may terminate the Lease Agreement upon at least 30-days notice. 7. Return Option. Upon expiration of the term of a Lease Agreement, and provided Customer has not purchased the Equipment, Customer shall return the Equipment, together with any related Licensed Software, to Xerox in the same condition as when delivered to Customer, reasonable wear and tear excepted. 8. Breach of Fixed Lease. If Customer defaults under this Agreement or an individual Fixed Lease Agreement, Xerox, in addition to its other remedies (including the cessation of Basic Services), may with respect to the Lease Agreement 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 a rate not to exceed the maximum amount permitted under California Law; (b) the remaining Minimum Lease Payments in the term of the Fixed Lease Agreement, less any unearned finance, maintenance, and supply charges (as reflected on the lessor’s books and records); and (c) a reasonable disengagement fee calculated by (not to exceed 15% of net remaining principle balance); and (d) all applicable Taxes. In addition to paying the amounts required in the preceding sentence if Customer defaults, Customer shall either (1) return the Equipment to Xerox in the same condition as when delivered, reasonable wear and tear excepted, when requested to do so by Xerox, or (2) purchase the Equipment by paying Xerox the Purchase Option set forth in the Lease Agreement and all applicable Taxes. If Customer elects to purchase the Equipment, title to the Equipment shall pass to Customer “AS IS, WHERE IS” and WITHOUT ANY WARRANTY as to condition or value after Xerox receives payment of the amounts required under (a), (b), (c), (d) and (2) above in this Section. 9. Waivers. THE PARTIES INTEND AN EQUIPMENT FIXED LEASE AGREEMENT TO BE A “FINANCE LEASE” UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (“UCC”). EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, CUSTOMER WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. Rider D PA020201 4/1/03 3 of 5 Fixed Lease/Rental Terms Software Terms 1. Base and Application Software License. The following terms apply to copyrighted software and the accompanying documentation, including, but not limited to, operating system software, provided with or within the Xerox-brand Equipment acquired hereunder (“Base Software”) as well as software specifically set out as “Application Software” on the face of a Software Agreement. This license does not apply to any Diagnostic Software, or to any software and accompanying documentation made subject to a separate license agreement. A. Xerox grants Customer a non-exclusive, non-transferable license to use the Base Software only on or with the Equipment with or within which it was delivered. For Application Software, Xerox grants Customer a non-exclusive, nontransferable license to use this software on any single unit of equipment for as long as Customer is current in the payment of its indicated software license fees (including any Annual Renewal Fees). Customer has no other rights to the Base or Application Software and may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an inactivated state; or (3) allow others to engage in the same. Title to the Base and Application Software, and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who shall be considered third-party beneficiaries of this Agreement’s software and limitation of liability provisions). Base and Application Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Equipment. Such disabling code may be activated if: (a) Xerox is denied access to the Base or Application Software to periodically reset such code; (b) Customer otherwise breaches any term of this Agreement or an individual Equipment Agreement; or (c) such license is terminated or expires. B. Xerox may terminate Customer’s license for any Base Software (1) immediately if Customer no longer uses or possesses the Equipment or are a lessor of the Equipment and Customer’s first lessee no longer uses or possesses it, or (2) upon the termination of any individual Equipment Agreement under which Customer has rented, installment-purchased or leased the Equipment. C. If Customer transfers possession of the Equipment after Customer obtains title to it, Xerox will offer the transferee a license to use the Base Software on or with it, subject to Xerox’s then-applicable terms and license fees and provided the transfer is not in violation of Xerox’s rights. D. Xerox warrants that the Base and Application Software will perform in material conformity with its published specifications for a ninety (90) day period from the date it is delivered or, for software installed by Xerox, the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Software will be free from errors or that its operation will be uninterrupted. Rider D PA020201 4/1/03 4 of 5 Fixed Lease/Rental Terms E. Notwithstanding anything to the contrary set forth in this Agreement, a stand- alone Equipment Maintenance Agreement does not include a license for Base Software. If Customer does not have a license for Base Software for Equipment, Customer may enter a separate license agreement with Xerox for such Base Software. 2. Base and Applications Software Support. Xerox will provide software support for the Base Software during the period that Basic Services is provided for the Equipment, but in no event longer than five (5) years after Xerox stops taking orders for the subject model Equipment, under the following terms. Xerox will provide this same level of support for Application Software provided Customer is current in the payment of all License Fees (or, for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual “Support Only” Fees): A. Xerox will assure that Base and Application Software performs in material conformity with its published specifications and will maintain a toll-free hotline during standard business hours to answer related questions. B. Xerox may make available new releases of the Base or Application Software that primarily incorporates coding error fixes that are designated as “Maintenance Releases”. Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to Customer. Each new Maintenance Release shall be considered Base or Application Software and will be governed by these Software Terms. New releases of the Base or Application Software that are not Maintenance Releases, if any, may be subject to additional license fees at Xerox’s then-current pricing and shall be considered Base or Application Software governed by these Software Terms. Customer agrees to return or destroy all prior releases. C. Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided Customer reports problems in the manner specified by Xerox. D. Xerox shall not be obligated (1) to support any Base or Application Software that is two or more generations older than Xerox’s most current release or (2) to remedy coding errors if Customer has modified the Base or Application Software. 3. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment, and/or diagnose its failures or substandard performance (collectively “Diagnostic Software”) is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox’s licensors. Customer agrees that (1) Customer’s acquisition of the Equipment does not grant Customer a license or right to use the Diagnostic Software in any manner, and, (2) that unless separately licensed by Xerox to do so, Customer will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow any Third Party to do so). Customer agrees at all times (including subsequent to the termination or expiration of this Agreement or an individual Rider D PA020201 4/1/03 5 of 5 Fixed Lease/Rental Terms Equipment Agreement to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software. Campus Street Maritime Academy 200 Maritime Academy Dr. Cal Poly, SLO 1546 West Branch Street Cal Poly, Pomona 3801 W. Temple Ave. Bakersfield 2001 Westwind Drive Channel Islands 1 University Dr. Chico 255 E. 20th Street, Suite C Dominguez Hills 1000 E Victoria St. Fresno 5241 N Maple Fullerton 800 N State College Blvd. Hayward 25800 Carlos Bee Blvd. Long Beach 1250 Bellflower Blvd. Los Angeles 5151 State University Dr. Monterey Bay 100 Campus Center Northridge 18111 Nordhoff St. Sacramento 6000 J St. San Bernardino 5500 University Pkwy San Marcos 333 South Twin Oaks Valley Rd Stanislaus 801 W Monte Vista Ave Humboldt State 2115 First Street San Diego State 5500 Campanile Dr San Francisco State 1600 Holloway Ave San Jose State One Washington Sq. Sonoma State 1801 E Cotati Ave City Vallejo Arroyo Grande Pomona Bakersfield Camarillo Chico Carson Fresno Fullerton Hayward Long Beach Los Angeles Seaside Northridge Sacramento San Bernardino San Marcos Turlock Eureka San Diego San Francisco San Jose Rohnert Park St CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA Zip 94590 93420 91768 93301 93012 95928 90747 93740 92834 94542 90840 90032 93995 91330 95819 92407 92096 95382 95501 92182 94132 95192 94928 First Name Cheryl Diana West Bob Elizabeth Peter Jim Lissa Cristina Cheryl Jim Jim Doug Flynn Scott Wayne Melissa Scott Keith Melissa Steve Kevin Cheryl Last Name Rep Phone Martinez 510-433-3399 Hemminghause805-473-5992 Interian 562-906-6825 Steenburg 661-327-0030 Britt 818-702-8147 Weiglein 530-892-1398 Smith 213-614-0388 Suddjian 559-221-7781 Thomas 714-565-1121 Martinez 510-433-3399 Smith 213-614-0388 Smith 213-614-0388 Cameron 831-655-7710 Beck 310-203-7332 Stanford 916-561-6255 Bettis 909-735-4139 Anderson 619-260-3127 Stanford 916-561-6255 Korbin 707-443-1598 Anderson 619-260-3127 Slenk 415-979-1469 Chen 408-922-2401 Hanhart-Beck 707-571-8145 Fax 510-433-3339 805-473-5962 562-906-6836 661-327-2499 810-277-6708 530-879-1873 213-614-0371 559-226-6168 714-565-1254 510-433-3339 213-614-0371 213-614-0371 831-655-7714 310-203-7338 916-561-6237 909-735-4139 619-260-3166 916-561-6237 707-443-3140 619-260-3166 415-227-1960 408-953-2200 707-573-6110 Ron Speno National Account Manager, Higher Education, State of California, Xerox Corporation 916-561-6386 PA020201 Rider E , Page 1 of 2 6/1/04 California State University and Xerox Corporation Master Pricing Agreement # PA020201 Expires May 31, 2005 Xerox Digital Copiers/Printers/Fax/Scanners - Includes Black/White and Color Products FMV-Prices Fixed for Term-Prices Include Service, Consumable Supplies (Except Staples and Paper) DIGITAL BLACK and WHITE PRODUCTS* 36 Mo. 60 Mo. Minimun Lease 48 Mo. Minimun Minimun Lease Payment Lease Payment Payment $143.11 $122.95 $110.92 $149.63 $128.05 $115.18 $157.39 $133.70 $119.57 $199.61 $169.17 $150.98 $191.97 $162.96 $145.65 $220.15 $185.47 $164.75 $36.04 $30.40 $27.03 $42.54 $35.50 $31.28 $49.05 $40.60 $35.55 $57.19 $46.97 $40.87 $71.85 $58.45 $50.46 $219.27 $188.68 $170.41 $235.54 $201.43 $181.06 $276.34 $237.29 $213.96 $292.61 $250.04 $224.61 $359.35 $311.42 $282.80 $379.63 $328.17 $297.45 $260.68 $221.78 $198.53 $276.96 $234.53 $209.18 $331.12 $281.07 $251.18 $347.39 $293.82 $261.83 $412.37 $352.52 $316.80 $434.65 $371.27 $333.44 $467.38 $407.30 $371.46 $568.16 $486.26 $437.40 $620.27 $541.16 $493.97 $721.05 $620.12 $559.90 $861.65 $749.75 $683.00 $962.43 $828.71 $748.94 $226.48 $189.99 $168.23 $288.92 $242.60 $214.95 $1,355.83 $1,197.55 $1,103.11 $1,569.42 $1,383.28 $1,272.23 $2,037.15 $1,795.64 $1,651.53 $2,362.69 $2,050.68 $1,864.50 B/W Rate Over Allowance $0.0130 $0.0130 $0.0130 $0.0120 $0.0084 $0.0084 $0.0175 $0.0175 $0.0150 $0.0150 $0.0150 $0.0084 $0.0084 $0.0084 $0.0084 $0.0060 $0.0060 $0.0084 $0.0084 $0.0084 $0.0084 $0.0060 $0.0060 $0.0060 $0.0060 $0.0060 $0.0060 $0.0060 $0.0060 $0.0130 $0.0120 $0.0050 $0.0050 $0.0039 $0.0039 Color Rate Over Allowance $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Model / Market Code DC420AC1 DC420AC2 DC426 DC426S DC430 DC430S WC15PL WC15i CC20 WCM20 WCM20i CC35 CC35H CC45 CC45H CC55 CC55H WCP35 WCP35H WCP45 WCP45H WCP55 WCP55H CC65 WCP65 CC75 WCP75 CC90 WCP90 DIGBKA DIGBKAS 2101 2101ST DocuTech100CP DocuTech 120CP Description Digital Copier Digital Copier Digital Copier Digital Copier and Printer Digital Copier Digital Copier and Printer Digital Copier and Printer Digital Copier/Printer/Fax/Scanner Digital Copier Digital Copier and Printer Digital Copier/Printer/Fax/Scanner Digital Copier Digital Copier and High Cap Feeder Digital Copier Digital Copier and High Cap Feeder Digital Copier Digital Copier and High Cap Feeder Digital Copier and Printer Digital Copier and Printer and High Cap Feeder Digital Copier and Printer Digital Copier and Printer and High Cap Feeder Digital Copier and Printer Digital Copier and Printer and High Cap Feeder Digital Copier Digital Copier and Printer Digital Copier Digital Copier and Printer Digital Copier Digital Copier and Printer Digital Copier for Libraries Digital Copier and Printer for Libraries Digital Copier Digital Copier and Printer Digital Copier and Printer Digital Copier and Printer Pages Per Minute 20 20 26 26 30 30 16 16 20 20 20 35 35 45 45 55 55 35 35 45 45 55 55 65 65 75 75 90 90 30 30 101 101 100 120 B/W Copy Allowance 3,000 3,000 3,000 3,000 5,000 5,000 500 500 0 0 0 7,500 7,500 10,000 10,000 15,000 15,000 7,500 7,500 10,000 10,000 15,000 15,000 20,000 20,000 30,000 30,000 40,000 40,000 4,000 4,000 125,000 125,000 200,000 200,000 Color Copy Allowance 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Supplies Included Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes This document contains Confidential Information of Xerox Corporation. Duplication, redistribution or use for any purpose not expressly permitted by Xerox is prohibited. PA020201 Rider E , Page 2 of 2 6/1/04 Product Model / Market Code Description Pages Per Minute 36 Mo. Minimun Lease Payment 60 Mo. 48 Mo. Minimun Minimun Lease Lease Payment Payment B/W Copy Allowance Color Copy Allowance B/W Rate Over Allowance Color Rate Over Allowance Supplies Included DIGITAL COLOR PRODUCTS* 36 Mo. Minimun Lease Payment $266.17 $298.72 $331.26 $331.28 $347.56 $363.82 $702.15 60 Mo. 48 Mo. Minimun Minimun Lease Lease Payment Payment $211.77 $237.28 $262.78 $262.78 $275.53 $288.28 $554.62 $179.32 $200.61 $221.89 $221.91 $232.56 $243.19 $466.59 B/W Rate Over Allow-ance 0 0 0 0 0 0 0 $0.0084 $0.0084 $0.0084 $0.0084 $0.0084 $0.0084 $0.0084 Color Rate Over Allow-ance $0.0890 $0.0890 $0.0890 $0.0890 $0.0890 $0.0890 $0.0890 Product Model / Market Code Description CC32 WCP32 WCPS32 CC40 WCP40 WCPS40 DC3535 Copier Copier and Printer Copier and Printer and Scanner Copier Copier and Printer Copier and Printer and Scanner Copier and Printer with Bustled Controller (other controllers available at additional cost) Pages Per Minute 16 Color/32 Black and White 16 Color/32 Black and White 16 Color/32 Black and White 22 Color/40 Black and White 22 Color/40 Black and White 22 Color/40 Black and White 35 Color/35 Black and White B/W Copy Allow-ance 0 0 0 0 0 0 0 Color Copy Allow-ance Supplies Included Yes Yes Yes Yes Yes Yes Yes *Digital Copiers/Printers can be upgraded to add features at any time such as; Printing, Scanning, Faxing, Network Accounting. Additional Components e.g., Output Trays/Finishers/High Cap Feeders may be additive/required to the price depending on desired model. Please contact your Xerox Representative for futher information. This document contains Confidential Information of Xerox Corporation. Duplication, redistribution or use for any purpose not expressly permitted by Xerox is prohibited.