MAS - Xerox Corporation - GS03F137DA

Office Management Category A: Contract

GS-03F-137DA

Xerox Corporation 1800 M Street N. W.

Washington, DC 20036 https://www.xerox.com/en-us/office/federal-government

For the period of August 23 2016 through August 22 2026 https://www.xerox.com/en-us/office/federal-government

© 2023 Xerox Corporation. All rights reserved. Xerox® is a trademark of Xerox Corporation in the United States and/or other countries. BR38931 Other company trademarks are also acknowledged.

Document Version: 2.0 (April 2021)..

Table of Contents

Information and Instructions forOrdering Activities

1. Table of Award

2. Delivery Order Information

3. Geographic Coverage

4. Points of Production

5. Buy American Act

6. Discounts, Quantity Discounts, PromptPayment Terms

7. Foreign Items

8. Time of Delivery

9. F.O.B. Points

10. Ordering Addresses

11. Payment Addresses

12. Electronic Ordering, Invoicing and Payment

13. Warranty Provisions

14. Export Packing Charges

15. Terms and Conditions of Maintenance

16. Terms and Conditions of Installation

17. Terms and Conditions of Repair Parts

18. List of Service and Distribution Points

19. Participating Agents

20. Blanket Purchase Agreements

21. Acceptance of Orders

22. Scope of Contract

23. Purchase Orders

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

25. Rental, Lease To Ownership Plan, Operating Lease Plan and Full Service Maintenance Renewal Orders

26. Supply Orders

27. UL Approval

28. Electromagnetic Interference

29. Certification of Federal Cost Reimbursement Type Government

Contractors

30. Copier Equipment for Overseas Installation

31. Diagnostic Software

32. State and Local Taxes

33. Order of Precedence

34. Non Assignment

35. Supply Returns

36. Health and Safety Information

37. Typographical Errors

38. Advance Billing

39. FAR 52.204-24

Terms Applicable to Equipment, Accessory Purchase and Option to Purchase, SIN 333316C

1. Purchase Price

2. Delivery Terms

3. Equipment Purchase Warranty

4. Newly Manufactured, Factory Produced New Model and Remanufactured Equipment

5. Option to Purchase (OTP), SIN 333316C

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

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

8. GSA Additional Items

9. Software Terms

Operating Lease Plan, SIN 532420LC Lease to Ownership Plan (LTOP) Terms, SIN 532420LTOP

1. Statement of Government Intent

2. Ordering Procedures

3. Orders And Period Of Leasing Arrangements

4. Maintenance and Installation

5. Monthly Payments

6. Expiration of Lease Term

7. Additions

8. Risk of Loss or Damage

9. Warranty

10. Equipment Performance

11. Title

12. State and LocalTaxes (52-229-1)

13. Early Termination Charges

14. Termination For Non-Appropriation

15. Lease Extensions

16. Lease Expirations – SIN 53242LTOP/Lease To Own Plan

17. Lease Expirations – SIN 53242LOC/Operating Lease and All Other Equipment

18. Return of Equipment

No Risk Option, SIN 532420C

Full-Service Maintenance (FSM) Xerox Copiers and Accessories, SIN 811212SA

1. Description of FSM

2. FSM Does Not Include

3. Accessories

4. Replacement of Machines and Accessories

5. Meter Readings

6. Proration of Billing for Partial Months or Partial Quarters

7. Irregular Submission of Meter Readings, Billing Procedure

8. Service Response Time

9. Downtime Credit

10. Equipment Relocation

11. Period of FSM Renewal

12. Late Renewal of FSM

13. Cancellation of FSM by the Government

14. Price Plan Conversions

15. Obligation of Funds

16. Period of Assured Availability of FSM for Equipment that has been under Xerox FSM continuously since Purchase

17. Availability of FSM for Xerox Equipment that has not been under Xerox FSM continuously since the Date of Purchase

18. Availability of FSM in Alaska: Full-Service Maintenance for machines installed in Alaska is available under this Contract at the rates shown herein

19. Reserved

20. Customized FSM, all plans and prices shown herein can be customized to meet the specific needs of the customer

Software License and Support,SIN 811212SA

1. Licensed Software

2. License Grant

3. Copying Restrictions

4. Unauthorized Use and Customer Compliance

5. Software Support

6. Termination of License

7. Warranty and Disclaimer

8. Patent and Copyright Indemnification

9. Limitation of Liability

10. Miscellaneous

Xerox Document Management Services (XDMS)SIN 561439

1. Description of Document Management Services

Special Terms, Xerox Document Management Services (XDMS)SIN 561439

1. Contract Term

2. Title

3. Operational Standards of Performance

4. Services

5. Equipment/Software

6. Copyright

7. Confidential Information

8. Indemnification/ Limitation of Liability

9. Premature Discontinuance Provisions

10. Equipment/ Accessory Trades and Upgrades

11. Meter Readings

12. Eligible Users of DMS

13. Termination Ceiling Charge (TCC)

SIN 541611 MPS Managed Print Services

518210C Data Processing, Hosting, and Related Services: Managed PrintServices (COOP)

Terms Applicable to the Managed Print Services Agreement SIN 541611 or SIN 518210C (COOP)

Scope and Structure

SERVICES

1. ORDERS

4. TERM

5. PERSONNEL

6. MAINTENANCE SERVICES UNDER MPS

7. PRICING

8. PAYMENT, CREDIT AND TAXES

9. CONSUMABLE SUPPLIES INCLUDED

10. REMOTE SERVICES

11. CONFIDENTIAL INFORMATION

12. INTELLECTUAL PROPERTY

13. REPORTS

14. TERMINATION

15. TERMINATION – SERVICES AND PERSONNEL

16. RESERVED

17. INDEMNIFICATION/LIMITATION OF LIABILITY

18. DEFINITIONS

19. ORDER OF PRECEDENCE

20. FORCE MAJEURE

21. RESERVED

22. EQUIPMENT STATUS

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

24. GOVERNMENT – FURNISHED PROPERTY

25. SERVICES AND THIRD PARTY PRODUCT WARRANTY / WARRANTY

LIMITATIONS, AND WARRANTY DISCLAIMER/ WAIVER

26. SOFTWARE TERMS

27. RESERVED

28. MISCELLANEOUS

SIN 541611 MPS Xerox PrintServices (XPS)

Labor Categories and Prices

GSA Labor Zones

SIN 561439 ManagedService Agreement

1. Eligibility

2. Order Documents

3. Under the MSDO

4. Term

5. Services Guarantee

6. Government-Furnished Property (GFP)

7. Basic Services

8. Installation Site & Meter Readings

9. Equipment Replacement

10. Cartridge Products

11. PC/Workstation Requirements

12. Cartridges

13. Pricing

14. Volume Review

15. Delivery And Removal

16. Termination, Default, and Change in Staffing and Management Services . 86

18. Proprietary Information

19. Rights In Data

20. Indemnification/Limitation of Liability

21. Order Of Precedence

22. Termination Ceiling Charge (TCC)

Labor Categories and Prices

See Labor rates under SIN 541611MPS

Professional Document Support Programs for Xerox Products,SIN 541611O

Systems Support / Professional Services

Implementation Planning and Management

Application Design, Development, and Implementation

Interoperability Consulting

Operations Support

Customized Training

Technology Enablement and Marketing Support

Customer Education and Training SIN 611710

1. General Information

2. Terms and Conditions

3. Cancellation

4. Prices

5. Pre-Class Reading Materials

6. Recordings

7. Disclaimer of Warranties and Limitation of Liability

8. Education Materials Return Policy

9. On-Site Training

Short-Term Rental Terms SIN 532420C

518210DC Document Conversion

Description

Scope

General Requirements

Detailed Requirements

Acronyms and Definitions

Indemnification and Limitation of Liability

Confidential Information

Intellectual Property

Eligible Users

Termination Ceiling Charge

Appendices

Appendix A: Section 508 and Xerox

Appendix A: Section 508 and Xerox

Appendix C: Xerox Support Resources

Appendix D : CPC Supply Rates

Appendix E Equipment Listing

Appendix F Supplies

Appendix G Customer Education and Analyst Prices

Appendix H Short Term Rental Prices

Information and Instructions for Ordering Activities

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

• UEI EFMFNAELHYR5

o C.A.G.E. Code: 3DCG0 (Washington, D.C., VA)

• UEI GK1MRK2WPM88

o C.A.G.E. Code: 4SLH1 (Coppell, TX)

• S.I.C. Code: 3861

• Primary N.A.I.C.S Code : 333310

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

For locations requiring personnel with Security Clearances please use C.A.G.E. Code 26921, UEI JMH1AS6NHKT9

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

www.Xerox.com/accountmanagement

1. Table of Award

Special Item Numbers awarded are:

New SIN Description NAICS Code

333316C Purchase 333310 http://www.xerox.com/accountmanagement

339940 Supplies 339940

541611MPS Managed Print Services

Xerox Print Services (XPS)

541611

541611O Needs Assessment 541611

611710 Customer Education 611710

561439 Document Production On-site and Off-site Services

Managed Services Agreement

561439

561499N Network Connectivity Support Services 561499

532420C Rental (Xerox’ Short Term) 532420

811212SA Maintenance Service Agreement For Copiers 811210

532420LTOP

Lease to Ownership Plans (LTOP) Copiers 532420

532420LC

Operating Lease Plan For Copiers 532420

333316OS International - All Equipment under this Schedule 333310

Electronic Computer Manufacturing 334111

33411 Computer Storage Device

Manufacturing:

334112

Copiers and Digital Duplicating

Equipment

COOP

811212 Maintenance COOP 811210

518210C Data Processing, Hosting, and Related

Services:

Managed Print Services COOP only

518210

532420L

Office Machinery and Equipment Rental and

Leasing COOP

532420

518210DC

Document Conversion

518210

OLM Order Level Materials 000000

Note: Additional information for all the above Special Item Numbers is available at the GSA eLibrary web site http://www.gsaelibrary.gsa.gov/ElibMain/home.do

2. Delivery Order Information

1.1 Minimum order: $50.00

3. Geographic Coverage

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

4. Points of Production

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

5. Buy American Act

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

6. Discounts, Quantity Discounts, Prompt Payment Terms

Payments will be made in accordance with the current Federal Acquisition Regulation 32.9.

1.2 Payment Terms for all items are Net 30 days

1.3 All prices shown herein are net (discount deducted)

1.4 All quantity discounts are as stated in this price list

7. Foreign Items

See paragraph 5, Buy American Act.

8. Time of Delivery

The time for delivery of equipment is 1 to 30 days, except when the installation is to be made beyond a 60 mile radius of a Xerox office, in which case the delivery times 1 to 60 days.

http://www.gsaelibrary.gsa.gov/ElibMain/home.do

9. F.O.B. Points

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

10. Ordering Addresses

Send to nearest Xerox Sales/Agent office. For location refer to Appendix.

11. Payment Addresses

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

Xerox Corporation P.O. Box 802555 Chicago, IL 60680-

Xerox Corporation

P.O. Box 827598 Philadelphia, PA 19182-

Xerox Corporation P.O. Box 7405 Pasadena, CA 91109-7405

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

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

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

12. Electronic Ordering, Invoicing and Payment

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

PNC Bank, 500 First Ave., Pittsburgh, PA 15219;

ACH Coordinator is Ms. Donna Haber, tel (732) 220-3258; Account Title: Xerox EFT/EDI

Collections; Nine Digit Routing Transit Number: 043000096; Depositor Account Number:

01415275.

Before using these methods, it is necessary to contact the Xerox EDI Program Office (585) 423- 2541 and exchange appropriate start-up information, or write to Xerox Corporation, Attn: EDI Program Office, Xerox Square X2-05 (RBO), Rochester, NY 14644.

13. Warranty Provisions

Unless specified, equipment is delivered and installed without warranty. The following is applicable to all items and services herein.

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

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

14. Export Packing Charges

Not available. Refer to Paragraph 30, Overseas Installations.

15. Terms and Conditions of Maintenance

Refer to Terms of Rental and Maintenance.

16. Terms and Conditions of Installation

Refer to Terms Applicable to Rental, OL, LTOP and Purchase.

17. Terms and Conditions of Repair Parts

Not included but available as an Open Market Item.

18. List of Service and Distribution Points

Refer to Table of Contents.

19. Participating Agents

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

20. Blanket Purchase Agreements

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

21. Acceptance of Orders

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

22. Scope of Contract

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

All Federal agencies and activities in the executive, legislative, and judicial branches, Government contractors authorized in writing by a Federal Agency pursuant to 48 CFR 51.1, Mixed ownership Government corporations (as defined in the Government Corporation Control Act), The Government of the District of Columbia.

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

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

23. Purchase Orders

All purchase orders should state the GSA CONTRACT NUMBER and include the item reorder number.

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

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

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

25. Rental, Lease To Ownership Plan, Operating Lease Plan and Full Service Maintenance Renewal Orders

These must include serial numbers of equipment and should be written for the following periods:

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

Renewal Orders for the entire fiscal year.

26. Supply Orders

Reference the Table of Contents, Xerox Consumable Supplies.

27. UL Approval

All equipment contained herein carries the UL approval.

28. Electromagnetic Interference

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

29. Certification of Federal Cost Reimbursement Type GovernmentContractors

All orders and renewals, authorized by U.S. Government Agencies in accordance with Federal Acquisition Regulation 333316C concerning the ‘Use of GSA Supply Sources by Contractors’ and placed by Federal Government prime (only) cost reimbursement type contractors under this GSA Contract, shall be accompanied by a copy of the Government authorization. Every purchase order shall contain a statement as follows: “This order is placed pursuant to written authorization from (Name of GovernmentAgency) ...............Dated, .......... a copy of which is attached.”

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

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

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

Title to equipment purchased by authorized Prime Contractors will pass to the Contractor.

Transfer of title to the Government will be the responsibility of the Contractor placing the order.

SIN 532420LTOP and 532420LC are available to any authorized user of this contract excluding Federal contractors other than those responsible for the total operation, on behalf of the Government, of an entire Government owned contractor operated (GOCO) site.

30. Copier Equipment for Overseas Installation

1.5 Purchase of Copiers: Purchase for overseas shipment by the Government is not recommended unless, prior to ordering, it is determined through Xerox that (1) The equipment available under the Contract is also available at the overseas location in the exact configuration, (2) will perform satisfactorily on foreign electrical current, (3) interchangeable repair parts are available in the foreign location and (4) technicians in the foreign location are trained on the particular model. Generally, copiers purchased under this Contract will not meet all of these requirements.

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

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

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

1.6 Equipment Warranty: The Equipment Warranty for purchased, BVL or LTOP Equipment used at overseas locations is voided.

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

31. Diagnostic Software

Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively “Diagnostic Software”) is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox’ licensors.

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

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

32. State and Local Taxes

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

33. Order of Precedence

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

34. Non-Assignment

This contract is not assignable in whole or in part by either Xerox or the Government.

35. Supply Returns

RETURNS – Xerox Corporation will accept for exchange or credit any Xerox supply product purchased directly from Xerox based upon the reason for the supply return and/or the time elapsed from date of supply invoice as outlined below. Xerox is responsible for return arrangements, pick up, and freight charges for all types of supply returns.

a) Supply returns resulting from a Xerox error will be accepted for exchange or credit within 90 daysfrom the date of the supply invoice.

b) Supply returns resulting from non-Xerox errors will be accepted for exchange or creditwithin 90 days from the date of supply invoice.

c) Supply products damaged when the customer receives them will be accepted for return within 90 days from date of supply invoice.

d) Supply product materials or workmanship that Xerox identifies as defective will be accepted for credit/replacement at any time. Supply products, which fail under warranty, will be accepted according to the terms of the specific productwarranty.

e) Supply products that become incompatible when a customer trades to other Xerox equipment will be accepted for return within 60 days of the new equipmentinstall.

f) Supply products that become incompatible when customer outright cancels rental equipment will be accepted for return within 60 days from the date of the equipment cancellation.

g) Supply products that become incompatible, as the result of an equipment sale return will be accepted for return/credit within 60 days from the date of the sale return.

h) Supply products that become incompatible due to an equipment term lease expiration will be accepted within 60 days from the date of the equipment lease expiration.

i) Discontinued supply products will be accepted for credit in machine exchange situations only.

j) Xerox may elect not to pick up defective, discontinued or obsolete supply products.

k) Customers must call XEROX CORPORATION to obtain a RETURN AUTHORIZATION NUMBER before returning supply products to Xerox. The number to call varies by account type and can be found on any customer invoice. Government accounts call 1-888-435-6333, Major and Named accounts call 1-888- 771-5225, and all other accounts call 1-888-339-7887. Xerox will not accept any supply products returned without a RETURN AUTHORIZATION NUMBER or any supply products sent freight collect. All return supply products must be in complete unopened cartons and in good resalable condition.

36. Health and Safety Information

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

37. Typographical Errors

While every effort has been made avoid typographical errors if they occur the price on the official award or modification shall take precedence.

38. Advance Billing

Pursuant to 31 USC § 3324, except as stated in paragraph 4.1.1 Equipment Warranty, Xerox cannot bill in advance of the equipment being delivered or service provided. The relevant portion states:

(a) Except as provided in this section, a payment under a contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered.

39. FAR 52.204-24

52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the

Offeror has represented that it “does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument” in paragraph (c)(1) in the provision at

52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-

Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it “does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services” in paragraph (c)(2) of the provision at 52.204-26, or in paragraph

(v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision-

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for

Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal

Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to-

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into anyuser data or packets that suchequipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal

Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a

Federal contract. Nothing in the prohibition shall be construed to-

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award

Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment orservices.”

(d) Representations. The Offeror represents that-

(1) It [ ] will, [ X ] will not provide covered telecommunications equipment or servicesto the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) if the Offeror responds “will” in paragraph (d)(1); and

(2) After conducting a reasonable inquiry, for purposes of this representation, the

Offeror represents that-

It [ ] does, [ X ] does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services.

The Offeror shall provide the additional disclosure information required at paragraph (e)(2) if the Offeror responds “does” in paragraph (d)(2).

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded “will” in the representation in paragraph (d)(1) of this provision, the

Offeror shall provide the following information as part of the offer:

(i) For covered equipment-

(A) The entity that produced thecovered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment andany factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services-

(A) If the service is related to item maintenance: a description of all covered telecommunications services offered (include on the item being maintained: brand; model number, such as OEM number, manufacturer part number, or wholesaler number; anditem description, asapplicable);

or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision.

If the Offeror has responded “does” in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment-

(A) The entity that produced thecovered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services-

(A) If the service is related to item maintenance: a description of all covered telecommunications services offered (include on the item being maintained: brand; model number, such as OEM number, manufacturer part number, or wholesaler number; anditem description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph

(b)(2) of this provision.

Xerox Corporation 3 April 2024 Michael P. Parker

Name of Contractor Date Authorized Signature

Michael P. Parker

Printed Name

Manager, Federal Contract Operations

Title

Contract GS-03F-137DA

Terms Applicable to Equipment, Accessory Purchase and Option to Purchase, SIN 333316C

1. Purchase Price

Purchase price includes delivery and installation (excluding rigging, where necessary), one photoreceptor or copy cartridge and initial prepackaged supplies.

CUSTOMER EDUCATION AND OPERATOR TRAINING: Refer to information on Start-up Training Allocation.

2. Delivery Terms

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

3. Equipment Purchase Warranty

3.1 Applicable to All Equipment and Accessories Except as StatedUnder Paragraphs 4.2 and 4.3 below:

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

3.1.2 Additional Warranty (not applicable to equipment on Xerox’ Full Service Maintenance): Xerox warrants the parts in newly manufactured and remanufactured equipment to be free from defects in material and workmanship for one year from the date the equipment was first installed. Other than those parts excluded below, Xerox will replace and install (on an exchange basis) parts which have been promptly reported defective, and are so verified by Xerox upon inspection. The following parts are specifically excluded from this ‘additional warranty’: lamps, flexible belts, photoreceptors (belts and drums), cleaning brushes, paper transport rollers (pressure, fuser and retard), and filters. This warranty also shall not cover adjustment or repair not connected with any defective part or repair required because of purchaser’s negligence, misuse, or machine alteration by other than Xerox personnel.

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

4. Newly Manufactured, Factory Produced New Model and Remanufactured Equipment

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

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

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

Remanufactured Equipment means equipment which has been subject to the following factory processes at a Xerox plant: (1) Disassembly to predetermined standards established by Xerox Corporation for each model, (2) cleaning, (3) refinishing,

(4) inspection and testing to new machine test standards, (5) replacement of defective components with new, remanufactured, or used components, and (6) installation of all retrofits designated by Xerox as field mandatory as of the date of machine installation. Components which are not new are those which in Xerox’ technical experience will not affect machine performance. The purchase warranty for Xerox remanufactured equipment is identical to Xerox’ new equipment purchase warranty. In addition, Xerox remanufactured equipment is eligible for the same Full Service Maintenance terms and conditions as newly manufactured equipment.

5. Option to Purchase (OTP), SIN 333316C

Title will pass to the Government (and rental will terminate) on the date of an official purchase order which must contain the final rental meter reading as of that date.

The rental accrual is not transferable from one machine to another except for machines that were replaced at the initiation of Xerox for mechanical reasons.

When so replaced, the rental accrual is transferable to the replacement machine.

The option to purchase terms are applicable only to machines currently rented under GSA contract and are applicable regardless of the rental plan used.

All equipment rented under the contract may be converted to purchase. Upon presentation by the Government of a currently installed rental product Serial Number, an Option to Purchase allowance will be quoted by its local Xerox Sales Representative.

6. Attachment of Non-Xerox Accessories to Government

Owned Xerox Equipment

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

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

102-39.5 (Rev: July 6, 2006) authorizes the trade-in of Government owned equipment with the proceeds of that trade-in applicable to the purchase, lease or rental of replacement equipment. However, provision for trade-in allowances are not included in this contract. Consult your Xerox representative for the applicable open market trade-in allowance. This allowance must be shown on the Customer’s purchase order as an Open Market Item.

8. GSA Additional Items

Purchase prices displayed herein provide GSA Price.” The following items may be included on a Delivery/Task Order:

8.1 Payment towards unpaid balance of a Xerox model currently installed which the customer wishes to trade in towards the acquisition of another Xerox model (the trade-in allowance is an Open Market, off-contractitem),

8.2 Purchase of extended warranties at the rates shown (extended warrantiesare available in whole months only; no fractional months are available),

8.3 Purchase of Xerox Supplies that are part of this contract,

8.4 Purchase of additional Xerox equipment available from this GSAMultiple Award Schedule Contract. If the customer elects to use the purchase discount in this fashion when ordering a copier under a lease, the copier installed under LTOP/OL must be returned to Xerox should the lease installation be cancelled or terminated prior to Lease termconclusion.

8.5 Purchase of Professional Document Support Programs (includes Systems Support and Customer Education and Training) available under SINS 541611O and611710 and approved by GSA under this contract.

9. Software Terms

The following additional terms apply only to transactions covering Application Software and/or Xerox-brand Equipment:

9.1 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 this Agreement. This license does not apply to any Diagnostic Software or to any software / documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement.

A. Xerox grants you a non-exclusive, non-transferable license to use the Base Software within the United States, its territories, and possessions (the "United States") only on or with the Equipment with which (or within which) it was delivered. For Application Software, Xerox grants you a non-exclusive, non-transferable license to use this software within the United States on any single unit of equipment for as long as you are current in the payment of any indicated software license fees (including any Annual Renewal Fees). You have no other rights to the Base or Application Software and, in particular, 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 unactivated state; or, (3) allow others to engage in 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

B. Agreement's software and limitation of liability provisions). Baseand 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 reasonable access to the Base or Application Software to periodically reset such code; (b) you are notified of a default under any term of this Agreement; or, (c) your license is terminated or expires.

C. Xerox may terminate your license for any Base Software (1) immediately if you no longer use or possess the Equipment or are a lessor of the Equipment and your first lessee no longer uses or possesses it, or (2) upon the termination of any agreement under which you have rented or leased the Equipment.

D. If you transfer possession of the Equipment after you obtain title to it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox's then-applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox's rights.

E. Xerox warrants that the Base and Application Software will perform in material conformity with its user documentation 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 Baseor Application Software will be free from errors or that its operation will be uninterrupted.

9.2 SOFTWARE SUPPORT. During the period that Xerox (or a designated servicer) provides Basic Services for the Equipment but in no event longer than five (5) years after Xerox stops taking orders from customers for their acquisition of the subject model of Equipment, Xerox (or a designated servicer) will also provide software support for the Base Software under the following terms. For Application Software licensed pursuant to this Agreement, Xerox will provide software support under the following terms provided you are current in the payment of all Initial License and Annual Renewal 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 user documentation 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 incorporate coding error fixes and 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 you. Each new Maintenance Release shall be considered Base or Application Software 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 (unless otherwise noted). Xerox will not be in breach of its software support obligations hereunder if, in order to implement, in whole or in part, a new release of Base or Application Software provided or made available to you by Xerox, you must procure, at your expense, additional hardware and/or software from Xerox or any other entity. You agree 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 you report problems as specified by Xerox.

D. Xerox shall not be obligated (1) to support any Base or Application Software that is two or more releases older than Xerox's most current release or (2) to remedy coding errors if you have modified the Base or

E. Application Software.

For Application Software, Xerox may annually increase the Annual Renewal and Support-Only Fees, each such increase not to exceed 10%. (For state and local- government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.)

9.3 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. You agree that (a) your acquisition of the Equipment does not grant you a license orright to use the Diagnostic Software in any manner, and (b) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of this Agreement) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software.

Operating Lease Plan, SIN 532420LC

Lease to Ownership Plan (LTOP) Terms, SIN

532420LTOP

Restated from GSA Solicitation, FCGE-C1-00-001-B

1. Statement of Government Intent

For the purpose of this solicitation, Lease Term is defined as the duration of the lease in months (not to exceed 60 months) as shown on the Ordering Agency’s initial delivery order. It is understood by all parties to this contract that this is a leasing arrangement. In that regard, the Government anticipates fulfilling the leasing agreement subject to the availability of appropriated funds and the continued needs of the Ordering Agency. The Ordering Agency, upon issuance of any delivery order pursuant to Special Item Numbers (SIN’s) 532420LTOP, 532420LC, intends to use the equipment for the lease term specified in the initial delivery order so long as the needs of the Ordering Agency for the equipment or functionally similar equipment continues to exist and adequate funds are appropriated. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment specify the equipment being leased, and the terms of the transaction as required in other sections of SIN’s 532420LTOP, 532420LC. The lease commencement is the date of acceptance as defined by FAR Subpart 12.4

The first period or initial term of the leasing agreement will be through September 30th of the fiscal year in which the order is placed, or as extended by act of Congress, unless the ordering office has multi-year funding.

Ordering Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4 Equipment Lease or Purchase, and to review the lease terms and conditions prior to ordering and obligating funding for a lease. Ordering Agencies are responsible for the obligation of the funding consistent with fiscal law when entering into any lease arrangement.

2. Ordering Procedures

(1) Ordering Agencies are strongly encouraged to conduct a needs assessment prior to the procurement of copiers.

(2) When the Ordering Agency expresses an interest in leasing a product(s), the Ordering Agency will provide the following information to the prospective vendors:

(i) Which product(s) is (are) required.

(ii) The required delivery date.

(iii) The proposed term of the lease.

(iv) Where the equipment will be located.

(v) Description of the intended use of the equipment

(3) The contractor will respond with:

(i) Whether the contractor can provide the required equipment.

(ii) The monthly payment based on the rate and the initial and residual values of the equipment.

(iii) The estimated cost, if any, of applicable State or local taxes.

(iv) A confirmation of the availability of the equipment on the required delivery date.

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

(vi) Cite the cost of any…