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Print Management Sales Agreement

THIS AGREEMENT ("Agreement") is entered into as of this 25th of February, 2016 ("Execution Date") by and between Virginia Polytechnic Institute and State University, a Virginia state agency ("Customer"), and Office Depot, Inc. ("Office Depot") pursuant to the Capital Equipment Supplier Agreement for Office Equipment and Managed Print Services by and between Novation, LLC and Office Depot (the "Novation Agreement"). Office Depot and Customer individually are referred to as a "Party," and collectively as the "Parties." Office Depot and Customer hereby agree as follows :

1. SCOPE. a. SERVICES: Jn consideration of Customer entering into this Agreement, Office Depot agrees to provide the

following services, directly or indirectly through its service partner, per the terms outlined in Exhibit A: Service Level Agreement ("SLA"), which is incorporated herein by reference: inspection, printer adjustments, software programs, and labor for parts replacement required for the proper operation for all equipment covered by this Agreement ("Services"). Each item of equipment covered under this Agreement, its serial number and its applicable service level, and if applicable, ancillary software applications, is set forth in Exhibit B: Pricing and Eguioment Covered, which is incorporated herein by reference (collectively, "Equipment"). Customer shall give Office Depot thirty (JO) days prior written notice before removing or adding a piece of Equipment, except to the extent a printer is removed due to failure . Notwithstanding anything contained herein, paper and staples are not included in the Services provided under this Agreement and must be purchased separately by Customer.

b. PROGRAM TYPE: "Program Type(s)" are defined by the alert and response mechanisms, fulfillment responsibilities and general deliverables for covered print output devices.

1. COST-PER-PAGE DEVICES: Cost-Per-Page ("CPP") devices are invoiced at a rate inclusive of all parts, toner and labor.

ii. TONER ONLY DEVICES: Toner Only Devices are invoiced at a rate that includes only consumable toner cartridges.

111. MAINTENANCE ONLY DEVICES: Maintenance Only Devices are invoiced at rates inclusive of labor and parts (excluding Consumables) associated with the service event.

iv. MONITOR-METER DEVICES: Services are limited to meter reads and alerts on listed devices. Print devices must be certified in the Print4 system to receive communications.

v. BREAK-FIX DEVICES: Break-Fix Devices are invoiced per incident at current rates for time and material. Consumables fulfillment not included.

vi. NOT ON CONTRACT DEVICES: Not-On-Contract (hereinafter "NOC") devices reside on the network and report to the system but are not covered by the tenns of the Agreement. Seller has no responsibility to provide services for NOC devices. Office Depot reserves the right to add NOC devices to the contract when like devices are currently covered by the Agreement, the result of which may trigger other tenns and conditions of this Agreement.

2. TERM . This Agreement shall commence upon the sooner of (i) implementation of Office Depot' s proprietary software applications or (ii) on the date when Customer receives the first shipment of Equipment which is covered under this Agreement; such date will be communicated to Customer in writing (the "Effective Date"). This Agreement shall be in effect on the Effective Date and continue to be in effect until the earlier to occur: (i) for sixty (60) months after the Effective Date ("Initial Term") or (ii) as of the termination or expiration of the Novation Agreement. In the event the Novation Agreement terminates or expires prior to sixty (60) months after the Effective Date, the Parties shall negotiate in good faith to enter into a new agreement. If the Novation Agreement has not been terminated or expired during the Initial Tenn, and upon expiration of the Initial Term, by mutual written agreement of both Parties, this Agreement shall renew for separate but successive one-year periods, not to exceed two (2) consecutive years.( each a "Renewal Term", and together with the Initial Term shall collectively be referred to herein as the "Term"). Each twelve (1 2) month period, commencing on the Effective Date, during the Term shall be defined as a "Contract Year" .

3. INVOJCING. Customer agrees all payments are due and payable 1% 20 days, Net 30 days on daily invoices . Interest shall accrue on amounts owed which remain unpaid for seven days following the required payment due date at a rate no higher than the lowest prime rate charged by any commercial bank as published in the Wall Street Journal.

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4. FEES. The fees for Services under this Agreement shall be the amount set forth in Exhibit B; Customer's amount owed will be rounded to the nearest 100 pages. On a quarterly basis, Office Depot may review and adjust the base rate and cost per page then in effect. Where applicable, if the number of copies per invoice cycle as set forth in Exhibit B is exceeded, Customer shall be obligated to pay for all copies in excess of the number of copies per invoice cycle at a rate equal to Cost per Page set forth in Exhibit B.

5. ADVANCE INSPECTION. Office Depot reserves the right to inspect all Equipment to be covered under this Agreement to determine its mechanical condition upon five (5) days' prior notice. Any Equipment determined by Office Depot to be in need of replacement, repair or maintenance to a Pre-existing Mechanical Condition or as being in a state of disrepair will be, at Office Depot's sole discretion, either i) excluded from the Agreement or ii) returned to the original manufacturer's specifications at Customer' s sole expense. Equipment with a "Pre-existing Mechanical Condition" is defined as Equipment requiring any service within ten ( 10) days for networked devices or thirty (30) days for non-networked devices of commencement of either i) the Go Live period (as defined below) or ii) the Equipment 's date of addition to the Agreement. Equipment with a Pre-existing Mechanical Condition is not covered by the terms herein and is specifically excluded from this Agreement. If Customer elects to remediate a Pre-existing Mechanical Condition, any services or products provided by Office Depot will be invoiced at current rates for Break-Fix Devices. In the event an advanced inspection (prior to execution of this Agreement) of all Equipment does not occur, upon subsequent inspection, Office Depot shall notify Customer of all Equipment which requires immediate replacement, repair or maintenance. For serviceable alerts, Customer may, with Office Depot approval and at Customer's sole cost, elect to a) have such Equipment repaired at Office Depot's current Break-Fix rates plus parts; b) repair and return such Equipment to manufacturer's specifications independent of this Agreement; c) replace such Equipment, with new, functional devices independent of this Agreement; d) have such Equipment excluded from the Agreement.

In th.e event Office Depot determines upon inspection that a device has less than fifteen percent (15%) of "Consumable Supplies" remaining or requires immediate replacement, repair, maintenance, or "Consumable Supplies" replenishment, then Customer shall at its sole option and cost, elect to: a) have Office Depot supply the "Consumable Supplies" at current rates; b) directly source necessary "Consumable Supplies" from a third party independent of this Agreement, or c) exclude some or all of the certain Equipment requiring immediate replacement, repair or maintenance from the Agreement. Office Depot "Consumable Supplies" are all goods consumed during the print output process, excluding paper and staples. Consumable Supplies consist of toner cartridges or consumable parts with a stated page yield benchmark, including maintenance kits, drums and other related parts.

6. GO LIVE. The "Go Live" period, shall commence after 5 days of successful testing, as determined by Office Depot, of communications with Equipment in the Customer's environment and includes the implementarion start date and the following two (2) days. During the Go Live period, Office Depot will begin responding to Equipment alerts by shipping toner and conducting service as required in Exhibit B. Any transactions conducted during the Go Live period are classified as Go Live activities and as such will be invoiced according to the terms defined in Section 3.

7. EQUIPMENT COVERED. Services are provided for all Equipment listed on Exhibit Bas of the Effective Date. Pricing for such Equipment is also listed in Exhibit B .. Pricing for adds or changes to Customer's Equipment after the Effective Date will be negotiated between the Parties in good faith, and will be based on the following factors:

(l) Type of Equipment: manufacturer make/model covered; (2) Location of the device: physical address of device; (3) Quantity of device adds: number of device additions by type and location; (4) Page coverage: the amount of ink used by an i.nk and/or laser-based device across the standard business

document; (5) Page volume: the estimated page volume for mono and color pages printed on a device; (6) Program type and/or service level; and (7) Supply and/or part product type.

8. EXCESS COVERAGE CHARGE. During the Tem1 of this Agreement, consumable shipments in excess of page coverage percentage (as stated in Exhibit B) above the billed pages will be charged to the Customer quarterly ("Excess

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Coverage Charge"). The Excess Coverage Charge shall be detem1ined by comparing actual pages billed to the total pages shipped, which is calculated by multiplying number of cartridges shipped times the manufacturer stated yield and the relevant consumables component of the CPP rate. Office Depot reserves the right to limit the number of toner cartridges supplied each month for each device covered to two times the manufacturer's stated yield according to the number of pages made. Office Depot reserves the right to charge for premature replaced toner cartridges.

9. SERVICE HOURS. Office Depot shall provide Services during the following times: Office Depot's help desk operates between the hours of 8:00 a.m. to 8:00 p.m. Eastern Standard Time, Monday through Friday; Office Depot technicians are available to make onsite service calls between the hours of8:00 a.m. and 5:00 p.m. local time, Monday through Friday. Both the help desk hours and technician hours exclude the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day ("Standard Service Hours"). Office Depot may provide, in its sole discretion and at its current rates, service outside its Service Hours. Customer shall provide technicians a reasonably suitable space at each office to perform repairs. Service requests from Customer personnel shall be initiated from the help desk at each office by using the service web po1tals.

10. CUSTOMER RESPONSIBILITY. Unless specifically stated to the contrary herein, Customer will be responsible for normal daily care of the Equipment, including dusting, replenishing toner, clearing jams and other similar tasks.

11. REPLACEMENT PARTS. The internal business process and service commitments will be set forth in the overarching SLA exhibit. Customer shall provide a secure area at each of its offices for Office Depot to maintain an inventory of frequently used parts. Replacement parts will be replaced on an exchange basis only, and Office Depot reserves the right to use new or factory reconditioned parts. Upon termination or expiration, parts that have been replaced will remain the property of Office Depot. Further, throughout the Term, and upon termination or expiration, used cores from both parts and maintenance kits for recycling purposes shall remain the property of Office Depot. If Customer destroys or discards used cores without Office Depot's written permission, Customer shall owe Office Depot the fair market value of such used core(s); such payment shall be made upon thirty (30) days written notice from Office Depot. Notwithstanding anything to the contrary, all parts that are in or are a part of the Equipment as of the effective date of expiration or termination will remain the property of Customer.

12. TOOLS. Delivery of Services may require installation ofcertain Office Depot proprietary or third-party hardware and software programs in the Customer's intranet network environment, or on computers that operate within Customer's intranet network environment, to collect Equipment usage data or provide other functionality for multifunction Consumables ("Tools"). Office Depot grants Customer a limited license to use the Tools only for the purposes of receiving Services during the tenn of this Agreement. The Tools remain the sole and exclusive property of Office Depot or its applicable third party provider and are provided "as is." Customer may not sell, transfer, assign, pledge, or in any way encumber or convey the Tools, nor may Customer modify, adapt, copy, disassemble or decompile the Tools. Customer acknowledges that delivery of Services may be contingent upon installation of Tools, that Customer has no ownership interest in the Tools, and that Office Depot will remove the Tools, or any other loaned equipment upon termination of this Agreement. Customer will follow the guidelines set forth in the Tools documentation provided to Customer upon installation. Failure to install monitoring software and allow it to continually function for the Term could result in Office Depot not fulfilling supplies or service requirements as set forth in Exhibit A. If Office Depot is unable to accurately capture activity information for any reason for a particular piece of Equipment in a given month, Customer shall, at Office Depot's direction, confirm via email or telephone by printing a configuration page for such Equipment (according to the Equipment operating manual), and will provide this information and configuration page to Office Depot upon request. If the Equipment is unable to generate a configuration page or if Customer does not otherwise make the page or page counts available to Office Depot, Office Depot will assign such Equipment and invoice Customer for a page count as specified in Exhibit B; if not specified in Exhibit B, then Office Depot will assign such Equipment and invoice Customer for a page count that is representative of the Equipment's historical use. Each new device remotely identified by monitoring software may be automatically added to the Equipment covered at Office Depot' s discretion. To exclude a newly identified device from coverage under this Agreement, Customer must provide written notice to Office Depot of such exclusion within ten (I 0) days of Office Depot's notification to Customer of identifying the new device. Any dispute over whether a newly identified device should be included under the Agreement must be raised within thirty (30) days of the date of the first invoice including usage charges for the newly identified device.

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13. Intentionally Omitted

14. UNSERVICEABLE EQUIPMENT. During the course of this Agreement if it is determined by Office Depot that any of the Equipment maintained under the scope of this Agreement needs to be replaced or reconditioned due to age, end of useful life, abuse or other damage to the Equipment, then Office Depot will notify Customer of such information in writing. Customer may elect to either (i) have the Equipment reconditioned at Customer' s expense or (ii) remove this piece of Equipment from the scope of the Agreement.

15. SERVICE LIMITATIONS.

15. I Customer agrees Office Depot shall not be responsible for Equipment adjustments, repairs or replacements resulting from

(i) unauthorized third parties performing any Equipment maintenance, repair or replacement; (ii) Customer modifying, damaging (including without limitation, unavoidable accidents and damage as a result of Customer relocating Equipment), abusing or misusing the Equipment; (iii) unauthorized Equipment alteration, tampering or connection with non-compatible equipment; (iv) placing the Equipment in an area that does not confonn to space, electrical and environmental requirements; (v) failure of or improper electrical power; (vi) acts of God, including, but not limited to, lightning or 'other incidents of excess voltage or power surges; (vii) Customer using toner or printer parts from any source other than Office Depot; or (viii ) improper conditions of the environment such as excessive dust, chemical residues, humidity or extreme temperatures.

15.2(a) The following are not included as a part of Office Depot's Service: (i) site preparation; (ii) printer set up and installation for existing equipment; (iii) moving Equipment; (iv) painting and refinishing Equipment; (v) software maintenance, firmware upgrades, systems engineering services or programming for existing equipment; (vi) training and education for existing equipment; (vii) resolution of problems external to the printer, including, but not limited to, internet line, network connection, modem, cabling or electrical power problems; (viii) adding, changing or removing features, options, external devices, accessories or network cards; (ix) repair of damage or loss resulting from accident, transportation, neglect, misuse, abuse or operator error; (x) repair of damage or loss due to uses other than the ordinary and designed use of the Equipment; (xi) service to any piece of Equipment to which a safety change is necessary to avoid a hazard (other than warranty services). (xii) electrical work external to any device; or (xiii) furnishing of supplies, accessories, and peripherals.

(b) If Office Depot decides in its sole discretion to provide maintenance resulting from any of the above listed occurrences or other work not covered under its Service obligation, such maintenance shall be provided to Customer at Office Depot's current rates for labor and parts.

16. TERMINATION.

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16. l Non-Compliance. If the Services do not comply with the SLA, Customer will notify Office Depot in writing detailing with specificity the reasons for such non-compliance. Within ten (10) business days of receipt of such notice, Office Depot and Customer shall have a meeting or conference call to discuss Customer's concerns and to develop a plan to remedy such non-compliance. After such meeting takes place, Office Depot shall have sixty (60) days to modify its Services in order to comply with the SLA ("Remedy Period"). After the Remedy Period, if Office Depot is still not in compliance with the SLA, Customer may terminate this Agreement upon thirty (30) days written notice to Office Depot without incurring early termination charges.

16.2 Effect ofTennination. Termination of this Agreement will not relieve, release, modify, discharge or impair in any way Customer' s accounts, debts and obligations owing to Office Depot as of the date of such termination. Customer shall continue to honor its accounts, pay its debts and honor its obligations to Office Depot as and when due. The remedies stated in this Section 16 shall be in addition to all other remedies available under applicable Jaw. After the termination date has passed, Customer has ten (10) business days to return spare toners, and after that period Office Depot has the right to bill the outstanding spare toners to the current list price.

17. LIABILITY LIMITATION . Except for Office Depot's indemnity obligations, in no event will Office Depot be liable for any indirect, special, incidental, or consequential damages, whether based on contract, tort, or any other legal theory, including, but not limited to, loss of data, use, revenue or profit. Office Depot's total liability is limited to repair and maintenance of the Equipment. Except for Office Depot's indemnity obligations, Office Depot will not be liable for any delay or failure to perform its obligations due to any cause beyond Office Depot's reasonable control, including without limitation, performing services at a location deemed by Office Depot as hazardous to health and safety, labor difficulties, power failures or similar situations . Except for Office Depot's indemnity obligations, in no event shall Office Depot be liable for actions of Customer, its agents or representatives. Regardless of the form of action, the total liability of Office Depot under this Agreement shall not exceed the total amount paid for Services satisfactorily performed.

18 . WARRANTIES. Office Depot warrants that Office Depot will provide the Services in a workmanlike manner in accordance with industry standards. Office Depot warrants that Office Depot is the legal and rightful owner of the Services or that it is legally licensed and/or authorized to perform the Services. Customer acknowledges that Office Depot is not the manufacturer of any of the goods that are ancillary to the Services. Other than as expressly set forth in this Agreement or the Novation Agreement, any warranty with respect to the goods provided must come from the manufacturer. Office Depot will pass through to Customer any applicable manufacturer warranties, to the extent transferable. Office Depot' s sole obligation under this warranty will be to re-perform the Services.

THE WARRANTIES EXPRESSLY STATED IN THIS SECTION 18 ANDTHENOVATJON AGREEMENT SUPERSEDE ALL INCONSISTENT PROVISIONS OF ANY AND ALL PURCHASE ORDERS, INVOICES, ACKNOWLEDGMENTS, OR OTHER WRITINGS OR STATEMENTS, WRITTEN OR OTHERWISE. EXCEPT AS EXPRESSLY STA TED IN THIS SECTION 18 AND THE NOY A TTON AGREEMENT , OFFICE DEPOT DISCLAIMS ALL EXPRESS OR IMPLJED WARRANTIES AND PRODUCT LIABILITY, SPECIFICALLY INCLUDING W ARRANTlES OF NON-INFRlNGEMENT, MERCHANT ABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

19. FORCE MAJEURE. Neither Party shall be liable for a failure or delay in performing any of its obligations under this Agreement if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected Party, including ( 1) acts of God; (2) fire, explosion, or unusually severe weather; (3) war, invasion, riot or other civil unrest; ( 4) governmental laws, orders, restrictions, actions, embargoes or blockages; (5) national or regional emergency; and (6) injunctions, strikes, lockouts, labor trouble or other industrial disturbances; provided that the Party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure or overcome any such causes and to resume performance of its obligations as soon as possible.

20 . NOTICES. All notices to either Party must be given in writing. Such notices shall be deemed to have been given when delivered in person, or three (3) days after being sent by certified mail, return receipt requested, postage pre-paid, or upon delivery by reputable overnight courier, all delivery charges per-paid. Notices to Office Depot shall be sent to the following addn,:ss: Office Depot, lnc. , 6600 North Military Trail, Boca Raton, FL 33496, Attn: Office

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of General Counsel. Notices to Customer shall be sent to the following address: Virginia Polytechnic Institute and State University, North End Center, Suite 2100 , 300 Turner Street, NW, Blacksburg, VA 24061.

21. JURISDICTION. This Agreement shall be governed and construed according to the laws of the Commonwealth of Virginia, without regard to its choice oflaw provisions.

22. CONFIDENTIALITY. "Confidential Information" shall mean all information obtained by one Party from the other Party that is not generally known to the public and that a reasonable business person would deem confidential. The receiving Party shall treat Confidential Information as confidential and proprietary and, until two (2) years after expiration or earlier termination of this Agreement, shall: (a) use the Confidential information solely for the purposes set forth in this Agreement; (b) take suitable measures to maintain the confidentiality of the Confidential Information; and (c) not disclose or otherwise furnish the Confidential Information to any third party other than employees or independent contractors of the receiving Party who have a need to know the Confidential Information to perform its obligations . Notwithstanding anything to the contrary, nothing in this Agreement shall be construed as to prevent Customer from disclosing its own invoice data to Novation, LLC.

23. PROMOTION AND MARKETING. Customer and Office Depot shall not implement any marketing, advertising, promotional, or media activity, including press releases, utilizing any of Office Depot' s or Customers' trademarks, copyrights, logos, slogans, or any other proprietary interests, or make any announcement of a Party ' s involvement in this Agreement or the terms or subject matter of this Agreement without first obtaining the prior written approval of the other Party to this Agreement in each instance.

24. INVALID PROVISIONS. If any of the provisions of this Agreement are held to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

25. ASSIGNMENT. Neither Party shall have the right to assign this Agreement without the prior written consent of the other Party, yet such consent shall not be unreasonably withheld or delayed. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.

26. SECTION HEADINGS. The section headings in this Agreement are for descriptive purposes only and are not intended to be inclusive, definitive, or to affect the meaning of the contents or script of this Agreement.

27. NO THIRD PARTY BENEFICIARIES. Office Depot and Customer intend that this Agreement shall not benefit or create any right or cause of action in, against, or on behalf of any person or entity other than the Parties.

28. SURVIVAL. Any respective obligations of Office Depot or Customer which by their nature would continue beyond the termination, cancellation, or expiration of this Agreement will survive termination, cancellation, or expiration.

29. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one instrument.

30. WAIVER. The failure of either Party to enforce at any time or for any period oftime any of the provisions of this Agreement will not be construed to be a waiver of such provisions or of its right thereafter to enforce such provision and each and every provision thereafter.

The parties have executed this Agreement on the date first written above.

VIRGINIA POLYTECHNIC INSTITUTE AND ST TE UNIVERSITY

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Printed Name: · / ll Cl!/L..1 fr ·{1 · ;-fth-n ; c le . I

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Title ..<\)Mn Iv! e-rf-;Jkot'.U/UV>U' ._/r;,1, i/P ~~ Q t) ~ e rv; ,<(]

Date: ~1 ~ (4 / :;i_ o1 (e Date: ~ • 2. {, • { b I

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EXHIBIT A: SERVICE LEVEL AGREEMENT ("SLA ")

SERVICES SUMMARY: I. PROJECT MANAGEMENT

JI. INSTALLATION & CONFIGURATION III. MOVE, ADD, CHANGE ("M/A/C") PROCESS IV. SUPPORT SERVICES V. SUPPLIES REPLENISHMENT

VI. TRACKING & REPORTING

I. PROJECT MANAGEMENT. For purposes of initial program deployment, Office Depot shall provide to Customer a dedicated Project Manager to coordinate the initial implementation of the MPS Program at all designated Customer locations governed by the Agreement. Excluding holidays, the Project Manager shall :

• Develop a deployment plan for the delivery and installation of all Products and Software required to implement the MPS Program;

• Establish regular communication protocols, and proactively provide Customer with status updates on the deployment schedule through the completion of implementation;

• Manage equipment installation activities, and manage communication with installation engineers and technicians;

• Set escalation procedures and provide escalation management for any question or issue that may arise during the implementation of the MPS Program;

• Act as a single point of contact for the Customer during the deployment; and • Assist in transitioning ongoing account support to Account Services Manager at the completion of

implementation.

II. INSTALLATION & CON.FIGURATION. Installation & Configuration services are available based on Customer requirements, and shall be custom quoted upon request. Mutually agreed upon pricing for services rendered are included in Exhibit B where applicable. Fees apply for installation and configuration based on type of device and configuration requirements. The standard Office Depot installation and configuration process shall be defined as follows:

a. •

• • • • • •

b. •

• • • • •

Network Printer Install Move equipment from a central location within the building to the end-user location using customer supplied dolly. Elevators must be available for between floor moves; Unpack systems and components; Connect printer to network; Load network addressing to be provided by the customer: Gateway, Sub-Mask, IP Address; Map printer and load drive on one customer workstation; Test printer operation by printing test page from one customer workstation; and Remove all installation packaging to a customer-designated area within the same building .

Local Printer Install Move equipment from a central location within the building to the end-user location using customer supplied dolly. Elevators must be available for between floor moves; Unpack systems and components; Connect printer to PC USB or Parallel port; Load Printer Driver from Windows XP operating system on a single machine; Test printer operation by printing test page; and Remove all installation packaging to a customer-designated area within the same building .

c. Service does not include: • Configuration, beyond basic network settings;

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• Personality setting and data migration with a Migration tool set; • Any OS, application or image loading; • Firewall configuration; • End-User Orientation; • Virus removal ; and • Shipping of de-installed equipment.

d. Customer Responsibilities:

e.

• Customer shal.l provide clear and safe working location in the location where the equipment will be installed;

• Customer shall provide all basic network configuration information, i.e. IP address, subnet mask, default gateway;

• Customer shall provide dock space and receiving time to allow for delivery and installation of hardware. Implementation requirements and guidelines shall be mutually agreed upon prior to equipment order. Documentation of process shall be communicated and approved during the Implementation phase of the project;

•

•

• • • •

• •

•

•

•

•

•

•

Customer shall comply with Manufacturers ' install , space, electrical , and delivery configurations guidelines; Customer shall provide a customer contact, email address and phone number for service and Consumable Supplies distribution for each device; Customer shall provide a Project Manager for implementation of the program; Customer shall supply dolly for equipment movement; Customer shall ensure that adequate power and cabling is available; Customer must provide a location within the install site for disposal of trash and direct Office Depot to this location prior to the installation service. If customer does not provide a trash receptacle or location, disposal of any trash shall be the responsibility of the customer; Customer shall establish the correct printer drivers for their environment; and Customer shall give users access to the devices, including print server configuration .

Limitations: Office Depot is not liable for Customer's data. Customer must ensure that a full back-up is performed prior to the technician arriving to perform service. Should a loss of data occur the customer shall be responsible for recovery and restoration of any lost Customer data; All required network, product and software drivers must be provided to the technician prior to start of work; Services outside the scope defined shall incur additional charges. Charges shall be determined based on the additional scope of work Customer is requesting. Customer purchase orders shall be required prior to delivery of additional services; · If technician arrives on-site and cannot perform service, based on cancel.lation by Customer or through no fault of the technician, a fee up to One Hundred Dollars ($100.00) shaU be charged; Work shall be performed Monday through Friday 8:00 a.m. - 5:00 p.m. local time, excluding local holidays; and Services outside the scope defined in this SLA shall incur additional charges. Charges shall be determined based on the scope of additional work requested .

Any activity not explicitly addressed in this section shall be deemed out-of-scope for the Installation & Configuration of the MPS Program. Office Depot and Customer shall work together to resolve any out-of­scope items at such time they arise and are deemed necessary for the successful implementation of the MPS Program.

III. MOVE, ADD, CHANGE ("M/ A/C") PROCESS. The following process outlines the primary requirements related to any printers that are Moved, Added or Changed ("M/A/C") throughout the Term in the Customer's environment. This process includes any devices that are used as swaps, replacements, new orders, or end­of-life devices. At times, end-users may be required to provide cost center and toner delivery routing

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information for the automated system to function accordingly. Customer shall provide shipping information as requested. Customers may Lemporarily change their shipping in.formation using the "Customer Portal" if ordering Consumable Supplies manually or requesting service. For permanent changes, Customer shall provide Office Depot with updated information. Shipments of Consumable Supplies may be held until an address change is validated. Shipping may be delayed when an address is changed in the Customer Portal.

IV. SUPPORT SERVICES. "Support Services" shall include correcting malfunctions, effecting necessary repairs, and performing such lubrications, adjustments, and replacement of defective parts to return a device to proper operating condition. Support Services also include Consumable Supplies within a device for which the OEM has determined fail within a pre-determined number of uses or over a pre-determined period of time.

a. Initiation of Service. Authorized Customer personnel may initiate the support service process via the Service Web portals or alternatively by contacting the Help Desk at 1-855-0D-GO-MPS , option 2 (Barrister) or option 3 (Xerox). Preferred method of support service request is via the Service Web portals. Requests received by telephone may result in delayed response. Service response times for requests submitted outside the defined process shall vary.

b. Diagnosis & Remote Resolution. Office Depot shall contact Customer by telephone within two (2) hours from the time the initial service request is received and logged with Office Depot. Office Depot shall attempt to remotely diagnose and isolate the hardware problem using remote diagnostic and support Tools ("Remote Resolution"). Office Depot retains the right to determine the final resolution of all reported problems. Office Depot shall target a fifteen percent (15%) Remote Resolution rate for all service calls received, but this rate may vary significantly based on Customer's specific environment.

c. On-Site Technical Support. For technical hardware issues that, in Office Depot's judgment, cannot be resolved remotely or for technical issues related to Tools used by Office Depot to manage the MPS Program, Office Depot shall provide certified on-site technical support for all devices and software applications covered by the Agreement. Office Depot may, at its sole discretion, elect to replace hardware in lieu of repair. Replacement hardware shall be new or equivalent to new in performance, and shall be the property of Office Depot. Installation of any new hardware shall follow the process defined in Section II in this SLA.

d. Service Dispatch. If Remote Resolution is not possible, Office Depot shall dispatch a certified service technician to be on-site at Customer's premises no later than the next business day.

e. Parts and Preventative Maintenance Kits. Office Depot shall provide OEM or OEM equivalent parts and maintenance kits (where applicable) to maintain the covered hardware in operating condition based on manufacturer's specifications. Replacement parts are new or equivalent to new in performance, and shall become the property of Office Depot upon their installation.

f. On-Site Response Time. On-site response time specifies the period of time that begins when the initial service request is received and logged with Office Depot and ends when the Office Depot authorized representative arrives at the Customer's site. Response times are subject to local availability and are separated into the two primary tiers defined below:

g. Standard Service Hours for Onsite Service. Office Depot technicians are available to make on site service calls between the hours of8:00 a.m. to 5 p.m. local time, Monday through Friday, excluding Federal Holidays, Alaska and Hawaii. Local time is deemed to be the time at the actual location of the device that needs service. Service at times other than established service hours may be furnished on an as available basis at published rates then in effect.

h. First Trip Success Target/Repair Time Target. Office Depot endeavors to complete Support Services during the technician's first trip to the Customer's premises. Regardless, Office Depot shall satisfactorily complete Support Services within seventy-two (7 2) hours of a technician arriving

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on-site of Customer.

i. Work to Completion; Escalation Management. Once an Office Depot authorized representative arrives at the Customer's site, the representative shall continue to deliver the service (either on site or remotely) until the products are operational or as long as reasonable progress is being made ("Work to Completion"). Work to Completion is contingent upon parts availability. and may be temporarily suspended if additional parts or resources are required, and shall resume when they become available. Office Depot shall escalate all issues in a timely manner and work closely with the hardware manufacturers in the event that a service call cannot be resolved by Office Depot authorized personnel ("Escalation Management"). In the event Office Depot is unable to provide Support Services to Customer's reasonable satisfaction within ten (10) business days from initiation of service, Office Depot shall propose a viable solution for the Customer to consider.

j. Service Maintenance SLA Performance Metrics. The Service Maintenance SLA Performance Metrics stated below are conditioned upon the Customer's initiation of service by means of Office Depot's dedicated toll-free service number as set forth in Section IV.a of this SLA. If the Customer does not initiate service in accordance with Section IV .a of this SLA, then the first visit by a technician shall be considered a "Diagnostic Service Call." Office Depot shall bill any Diagnostic Service Call at current time and materials rates, subject to a one (l) hour minimum. Travel time shall be billed at Fifty-Nine Dollars {$59.00) per service ticket. Additionally, Diagnostic Service Calls shall not count towards Service Maintenance SLA Performance Metrics defined below:

• Office Depot shall meet its Diagnosis & Remote Resolution Target with respect to no less than ninety-eight percent (98%) of all service requests;

• Office Depot shall meets its Dispatch Target with respect to no less than ninety-five percent (95%) of all service requests;

• Office Depot shall meet its Repair Time Target for no less than ninety-five percent (95%) of all service requests; and

• Office Depot shall meet its First-Trip Success Target for no less than seventy-five percent (75%) of its service requests.

k. Out-of-Scope Services. Customer may request that Office Depot perform Support Services on covered devices outside of the Standard Service Hours ("Premium Service Hours"). Premium Service Hours shall include services performed on week days after 5:00 p.m. local time, on weekends, on holidays, or with an emergency four (4) hour response time. Additionally, Customer may request that Office Depot perform Support Services on covered devices that are otherwise excluded in Section Il.c and Section Il.e of this SLA. In such instances, the following rates apply: 1. Covered Support Services

• Performed During Premium Service Hours. Support Services performed on covered devices shall be billed at current hourly rates if performed during Premium Service Hours. Each service trip shall be subject to a two (2) hour minimum. Time after the second hour shall be billed in increments of thirty (30) minutes. Travel time shall be billed at Fifty Nine Dollars ($59.00) per service ticket. A fee up to One Hundred Dollars ($100.00) shall be charged for all cancelled service calls.

2. Excluded Support Services • Perfo rmed During Standard Service Hours. Support Services performed

on covered devices that are otherwise excluded under Section Il.c and Section II.e of this SLA shall be billed for the cost of materials plus current hourly service rates if performed during Standard Service Hours (8:00 a.m. to 5:00 p.m. local time). Each service trip shall be subject to a two (2) hour minimum. Time after the second hour shall be billed in increments of thirty (30) minutes. Travel time shall be billed at Fifty-Nine Dollars ($59.00) per service ticket.

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A fee up to One Hundred Dollars ($100.00) shall be charged for all cancelled service calls.

• Performed During Premium Service Hours. Support Services perfom1ed on covered devices that are otherwise excluded under Section Il.c and Section II.e of this SLA shall be billed for the cost of materials plus hourly service rates for service performed during Premium Service Hours. Each service trip shall be subject to a two (2) hour minimum. Time after the second hour shall be billed in increments of thirty (30) minutes. Travel time shall be billed at Fifty-Nine Dollars ($59.00) per service ticket. A fee up to One Hundred Dollars ($100.00) shall be charged for all cancelled service calls.

I. Customer responsibilities: • Providing access to all hardware, adequate working space, and access to and use of information,

customer resources, and facilities ; • Operating the Products in accordance with the product manufacturer's published specifications,

including adhering to any maximum usage limits as specified in the operating manual or technical datasheet;

• Allowing Office Depot to modify the Products to improve operation, supportability, and reliability, or to meet legal requirements;

• Maintaining a procedure to reconstruct lost or altered Customer files, data, or programs; • Providing all information necessary for Office Depot to deliver timely and professional remote

support and to enable Office Depot to determine the level of support eligibility; • Starting self-tests and installing and running other diagnostic tools and programs where required; • Installing, in a timely manner, all critical Customer-installable firmware updates and patches, as

well as Customer-replaceable parts and replacement units delivered to Customer; • Providing storage space for loaner devices for each location where the Customer requires loaner

devices to be utilized; and • Other reasonable mutually agreed upon activities to help Office Depot identify or resolve problems,

as requested by Office Depot.

V. SUPPLIES REPLENISHMENT. All supplies for the devices governed by this Agreement shall be replenished via the "Monitoring Software" application. The process for supplies replenishment shall be as follows:

• Customer initiates a request for supplies using the "Monitoring Software" application for non­networked devices, and auto-replenishment shall be supplied for networked equipment.

• Office Depot shall ship all supplies directly to the Customer's designated location for each device defined in Exhibit B. For all supplies ordered Monday through Friday by 1:00 p.m. local time, Office Depot shall order supplies for delivery on the next business day. For orders received after 1 :00 p.m., supplies shall take an additional business day to arrive.

The Customer is responsible for placement of the toner and/or customer replaceable units into the device for which supplies were ordered. Office Depot reserves the right to charge Customer for toner cartridges that have been delivered to Customer sites but not used in covered devices.

No "Safety Stock" of Consumable Supplies is permitted. "Safety Stock" means more than one Consumable Supplies item (e.g. toner cartridge) that is not installed in the devices outlined in Exhibit B. If any Safety Stock of Consumable Supplies is ordered, Office Depot may charge Customer for such Consumable Supplies plus shipping and handling charges.

VI. TRACKING & REPORTING Upon Customer's request, Office Depot shall supply Customer with summary usage reports at frequencies mutually agreed by Customer and Office Depot. Office Depot shall supply these reports within a mutually determined time frame after the close of the period covered by the reports. These usage reports may include the following infonnation:

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• Summary Usage - usage by device type, location, make/model, with data for detailed analysis; • Call-Tracking Report - technician response, repair time, and problem identification tracked at

the device level; • Service Reports - device-level service history; and • Utilization Rates calculated on a monthly and annual basis based on actual page volume vs.

manufacturer recommended usage

ADDITIONAL FEES MAY APPLY [F IMPLEMENTATION IS DELAYED DUE TO ADDITIONAL CUSTOMER REQUIREMENTS. SERVICES OUTSIDE THE SCOPE DEFINED IN THIS EXHIBIT A SHALL INCUR ADDITIONAL CHARGES; SUCH RA TES SHALL BE DETERMINED BASED ON THE SCOPE OF ADDITIONAL WORK REQUESTED.

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EXHIBIT B: PRICING AND EQUIPMENT COVERED ("EQUIPMENT")

** With respect to copy fees, these per page rates are subject to change by Office Depot if Customer's average monthly per page ink coverage exceeds 5% of a page.

• Service SLA: 2 Hour Response (Initial Diagnostic Call); Next Day Onsite Service Response Time • Toner SLA: Just ln Time

[gj All OEM Toner for Xerox Copier Fleet listed in Table B [gj All remanufactured toner (where available) for All Printers listed in Table A D OEM for Color devices, remanufactured toner for Mono devices (where available)

• includes: All toner, parts, Consumable Supplies (except paper), technician time and materials and preventative maintenance, maintenance kit replacement, automatic Consumable Supplies replenishment, automatic meter capture, help desk support, and management software unless otherwise noted.

• No minimum volume commitments, overage/underage charges, or monthly base fees • Page count estimates are annualized based on data collected from electronic discovery files, onsite

assessment conducted, and industry Averages where printer data was not available. Actual page counts may vary . Office Depot shall review page volume and device make/model count during business reviews, and reserves the right to adjust pricing accordingly when items fluctuate by more than 10% of expected. Pricing and Equipment may be updated from time to time upon notification by Office Depot to Customer (including via e-mail). invoicing at new rates shall commence within 60 days of the revised Exhibit B effective date. If Customer does not accept revised Exhibit B, Office Depot reserves the right to cancel Agreement with sixty (60) days written notice of cancellation.

Printer Fleet Takeover - Table A:

Mono CPP: $0.0234 Color CPP: $0.1467

Device Name Serial #

HP Color LaserJet 4700 JP8RD27603

HP Color LaserJet 4700 JP8RD27576

HP Color LaserJet 4700 JP8RD27314

HP Color LaserJet 4700 JP8RD22580

~~~fil~lJ~~•l2zTW1Il;!~~1~ii~lt~li?.1liliriiiiff~t HP Color LaserJet 4700 JPJLC07563

im~m1t1~tniitiWB~i1fi~~•a¥a~1~1~~ HP Color LaserJet 4700 JP4LB27623

ii-J~1!f.i~t~iffliQ.Ql~~.,Jt5~1J.i'i~~'li•ii~~i.~~ HP Color LaserJet 5550 JPSC7130DV

~~~~~-eJ11l~ii~1i~~~~i~fi.tf~~lf~T.~i~i~!~ HP Color LaserJet CP2025n CNGSB06800

~~1(~~~1~~'.filtil~~~~~\\¥~1~~-tit HP Color LaserJet CP2025dn JPBFRl4644

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Device Name Serial #

HP LaserJet 600 M601 CNCCF3WlT8

HP LaserJet 600 M603 CNCCDCDOOB

HP LaserJet P205Sdn CNB9962439

HP LaserJet P3010 Series VNB4G08435

HP LaserJet 400 color M45ldn CNDF309121

HP LaserJet 400 color M45 l dn CNDF351720

~'!W~l:~l!.D~llf~~~lif~l~-~-~~l'i~4:l•~1 HP LaserJet 400 color M45 l dn CNBH30644 7

[il~l:~~~lQD.?~~!i~~JJ.~I~~}t!.~l~iL~ilwil~ HP LaserJet 400 color M45lnw C:NDG164704

WiiN~rl~l{i&1~1~r~~ifl.~~L%~~j£~i~~qfifl~ii~~ HP LaserJet 400 color M45 J nw CNDG2206 l 4

ii~il!~~(~~l\tll!~-ii.I~Wi~fk~J~tfi~~~~~ HP LaserJet400 M40Jdn VNG4N00068

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Device Name Serial# HP LaserJet 400 color M451 dn CNDFG07243

e~~$~~~~!tt~~~t~f!~~irt~~·~~~~~&\~i~~1i~~Wi9i~~~ HP Color LaserJet 2600n CNHC81 Q2K5

~~t~iil~t4~~~tfi6~,QSJ1tiJJ~~~i~¥~Yi1~wgiwliftii~:iltiJ~ HP Color LaserJet 2600n CNFC55Yl3Y

~~1i61~1j~~~~~~i56~V&~&~~£~;~:g~4f~~~-~lf~

Xerox Copier Fleet - Table B • The new Xerox devices in the table listed below will be acquired though Office Depot and leased using the

Office Depot Third Party Lease provider US Bank

Mono CPP: $0.0100 Color CPP: $0.0954

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EXHIBJTC: ASSET DISPOSITION

At the time of decommissioning, relocation or replacement of all machines serviced by this Agreement, and at the request of Customer, Office Depot will secure a quote for Asset Disposition services to the following as it pertains to the Xerox fleet:

The entire Hard Drive shall be overwritten so that all of the data is completely removed . This shall be achieved using overwrite methods that would be acceptable to any of the following standards. Following the cleaning of the hard drive, the Supplier will provide written certification to the Customer that the hard drive has been cleaned consistent with one of the following standards:

• US Navy (NA VSO P-5239-26) •Department of Defense (DoD 5220.22M) •Army Regulations (AR380-19) • North Atlantic Treaty Organization- NATO Standard •US Air Force (AFSS15020)

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