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Home My WebLink AboutItem H1 H1 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor James K.Scholl,District 3 The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Holly Merrill Raschein,District 5 Board of County Commissioners Meeting May 21, 2025 Agenda Item Number: H1 2023-3729 BULK ITEM: No DEPARTMENT: Fire Rescue TIME APPROXIMATE: STAFF CONTACT: R.L. Colina N/A AGENDA ITEM WORDING: Report for two (2) small contracts signed by the County Administrator. ITEM BACKGROUND: On October 18, 2023, BOG approved Resolution No. 494-2023 ("Resolution"). The Resolution sought to eliminate the delay of certain purchases that are within the purchasing authority of the County Administrator, Assistant County Administrator, or Purchasing Director by delegating the same purchasing authority to the County Administrator, Assistant County Administrator, or Purchasing Director when utilizing Fire and Ambulance District 1 funds. The Resolution requires that documents purporting to exercise such authority must be reported to the BOG, but not voted on. PREVIOUS RELEVANT BOCC ACTION: BOG Resolution No. 494-2023 was passed and adopted by the BOG on October 18, 2023. Also on October 18, 2023, and in furtherance of the BOG's Resolution objectives, BOCC passed and adopted Ordinance No. 026-2023, amending Section 22-129 et seq. to codify an administrative approval process. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: Report to BOG on Purchases per BOG Resolution No. 494-2023. STAFF RECOMMENDATION: Acknowledge Receipt. DOCUMENTATION: BOGS all_Contracts_Report_ or_N1ay_2025.pdf BOG Resolution No. 494-2023 BOG Designation fors all Contracts (Oct. 18, 2023).pdf 2051 BOCC Ordinance No. 026-2023 (Executed by BOCC amending See 22-129 to authorize designee for small contracts) Oct. 18, 2024.pdf Small Contract - Canon Copier Lease 01.24.25 (FR CAY Risk)v04.09.2025.pdf Small Contract - Zoll 03.31.2025.pdf FINANCIAL IMPACT: Canon Financial - 60 Month Lease: Effective Date: 06.01.2024 Expiration Date: 05.31.2029 Total Dollar Value of Contract: $38,547.00 Total Cost to County: $38,547.00 Current Year Portion: $7,709.40 Budgeted: Yes Source of Funds: 101-11001 ($580.98/$960.90); 141-11500 ($639.06/$1,057.02); 148-12000 ($639.06/$1,057.02); 001-12001 ($319.56/$528.48); 148-14000 ($639.06/$1,057.02); 404-63100 ($87.12/$144.12); SC_00050 Rentals/Leases & SC00147 Meter Charges CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes Zoll Data Systems: Effective Date: 10.01.2024 Expiration Date: 12.31.2025 Total Dollar Value of Contract: $29,527.92 Total Cost to County: $29,527.92 Current Year Portion: $29,527.92 Budgeted: Yes Source of Funds: 101-11001 (30%, $8,858.38); 141-11500 (64%, $18,897.87); 148-14000 (3%, $885.84); 404-63100 (3%, $885.84); SC00084 Software CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes 2052 County Of Monroe ��' � �� Monroe County Fire Rescue The Florida Keys 7280 Overseas Highway Marathon, FL 33050 � . Phone (305) 289-6088 �u Small Contracts Report for May 2025 Canon Financial NASPO Piggyback- State Contract#44000000-NASPO-I9-ACS 140595 ■ Lease Agreement for Canon Copier for copier and managed print services from Canon Financial. ■ Estimated annual cost of$7,709.40. ■ Total Dollar Value of Contract is $38,547.00 over the term of the lease. ■ Sixty (60) month lease commenced on 06.01.2024 and expires on 05.31.2029. Zoll Data Systems - Q-84851 ■ Hosted medical billing and claims submittal management software, including retention of historical patient medical billing records from Zoll Data Systems. ■ Sole source solution that ensures compliance with National and State Reporting. ■ Annual cost of$29,527.92. ■ Contract term commenced on 10.01.2024 and expires on 12.31.2025. 2053 RESOLUTION NO. 494 -2023 A RESOLUTION OF THE BOARD OF GOVERNORS OF MONROE COUNTY FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY, FLORIDA, APPOINTING AND AUTHORIZING A DESIGNEE TO SIGN AND EXECUTE REQUESTS TO PURCHASE UP TO AND INCLUDING THE AMOUNT GIVEN TO THE COUNTY ADMINISTRATOR, ASSISTANT COUNTY ADMINISTRATOR OR PURCHASING DIRECTOR AS AUTHORIZED IN THE MONROE COUNTY PURCHASING POLICY. WHEREAS, Section 125.01(1)(q), Florida Statutes, grants to counties the authority to establish and abolish municipal service taxing units for the provision of numerous municipal services; and WHEREAS, on January 25, 1977, municipal service taxing or benefits units were created by the Board of County Commissioners ("Board") via Ordinance No. 5-1977, later amended by Ordinance No. 4-1981 for the purpose of providing fire protection and ambulance services; and WHEREAS,Ordinance No.4-2022 created Section 22-129 of the Monroe County Code which codified the name of the District as Fire and Ambulance District 1 ("District"), set forth District boundaries and the composition of, and powers and duties of,the governing body of the District; and WHEREAS, the District is currently comprised of three members of the Board of County Commission: Mayor Cates, Mayor Pro Tem Raschein and Commissioner Rice, who were designated by Resolution No. 45-2023, and two members of the governing body of the City of Layton: Mayor Halle and Councilman Lewis, who were designated by Resolution No. 46-2023; and WHEREAS, the District, through its governing body ("Board of Governors"), is granted certain powers which are set forth in Ordinance No. 4-2022 and include the power to enter into contracts and make certain purchases; and WHEREAS, the District routinely makes purchases in conjunction with Monroe County Fire Rescue; and 1 2054 WHEREAS, Monroe County Fire Rescue ("MCFR") is able to make purchases by utilizing the purchasing authority granted to the County Administrator, Assistant County Administrator or Purchasing Director which streamlines the purchasing process for certain goods and services; and WHEREAS, MCFR is currently unable to utilize the same purchasing process when utilizing Fire and Ambulance District 1 funds (District 1 Funds) and requires the Board of Governors to convene and approve the same purchases that MCFR is able to purchase when utilizing non-district funds as allowed by Monroe County's Purchasing Policy; and WHEREAS, oftentimes this process utilizing District 1 funds can result in up to several weeks of delay which can lead to inefficiencies and delays in making necessary purchases; and WHEREAS, the Board of Governors desires to eliminate the delay of certain purchases that are within the purchasing authority of the County Administrator, Assistant County Administrator or Purchasing Director by delegating the same purchasing authority to the County Administrator, Assistant County Administrator or Purchasing Director when utilizing District 1 funds; and WHEREAS,the Board of Governors seeks to streamline this process by granting County Administrator, Assistant County Administrator or Purchasing Director purchasing authority up to and including the amount granted to the County Administrator, Assistant County Administrator or Purchasing Director in the purchasing policy when utilizing Fire and Ambulance District 1 funding; and WHEREAS, the Board of Commissioners for Monroe County would necessarily have to approve an Ordinance change to allow the change to the County Administrator, Assistant County Administrator or Purchasing Director's purchasing authority. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF GOVERNORS OF MONROE COUNTY FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY, FLORIDA: 1. The foregoing recitals and statements of legislative intent are true and correct and are hereby incorporated as if fully stated herein. z 2055 2. Finds that it is in the best interest of Monroe County Fire Rescue if purchases made utilizing Fire and Ambulance District I funding, which are made for the purpose of providing fire protection and ambulance services within Monroe County, by the County Administrator, Assistant County Administrator or Purchasing Director were allowed subject to the purchasing authority granted to the County Administrator,Assistant County Administrator or Purchasing Director in the Monroe County Purchasing Policy, as amended from time to time, without the need to convene the Board of Governors of Monroe County Fire and Ambulance District I for purposes of approval prior to purchase and/or execution. 3. The Board of Governors hereby designates and authorizes the County Administrator, Assistant County Administrator or Purchasing Director to execute such documents as necessary, not to exceed the County Administrator, Assistant County Administrator or Purchasing Director's purchasing authority, as may be amended from time-to-time pursuant to the Monroe County BOCC Purchasing Policy, when utilizing Fire and Ambulance District 1 funds on behalf of the Board of Governors, following review and approval by the County Attorney's Office. 4. After execution, such documents shall be brought before the Board of Governors at the next meeting in the form of a report to inform the Board of Governors of the purchase(s) but is not to be voted on. PASSED AND ADOPTED by the Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida, at a meeting of said Board held on the 18th day of October,2023. Mayor Cates Yes Mayor Pro Tem Raschein Yes `n Commissioner Rice Yes "' F= Chairperson Mayor Halle c- Yes �. CD -4, Vice Chair Vice-Mayor Lewis Yes X ti y {C] CD r Madok, Clerk BOARD OF GOVERNORS,MONROE COUNTY FIRE AND AMBULANCE DISTRICT 1,OF MONROE COUNTY, FLORIDA By: s Deputy Cler Chairman 3 Approved as to form and legal sufficiency Monroe CountyAttorney's Office Christina Cory,Assistant County Attorney 2056 ORDINANCE 026-2023 AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA,AMENDING SECTION 22-129 OF ARTICLE VI OTHER MUNICIPAL SERVICE TAXING UNITS IN CHAPTER 22 SPECIAL DISTRICTS, OF THE MONROE COUNTY CODE GRANTING PURCHASING AUTHORITY TO THE FIRE AND AMBULANCE DISTRICT 1 BOARD OF GOVERNORS OR THEIR DESIGNEE; PROVIDING FOR SEVERABILITY; PROVIDING FOR REPEAL OF ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE; PROVIDING FOR INCORPORATION INTO THE MONROE COUNTY CODE OF ORDINANCES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners of Monroe County (`BOCC"), Florida, is authorized by Article VIII of the Florida Constitution and Chapter 125,Florida Statutes,to adopt ordinances not inconsistent with general law; and WHEREAS, Section 125.01(1)(q), Florida Statutes, grants to counties the authority to establish and abolish municipal service taxing units for the provision of numerous municipal services; and WHEREAS, the Board of County Commissioners established the Fire and Ambulance District 1 for the purpose of providing fire protection and ambulance services;and WHEREAS, Monroe County Fire Department (MCFR) is currently unable to utilize the same purchasing process when utilizing Fire and Ambulance District 1 funds (District 1 Funds) as when using non District 1 Funds because the current process requires the Board of Governors to convene and approve any and all purchases using District 1 funds regardless of the amount; and WHEREAS, oftentimes this process utilizing District 1 funds can result in up to several weeks of delay which can lead to inefficiencies and delays in making necessary purchases; and WHEREAS, the Board desires to eliminate the delay of certain purchases that are within the purchasing authority of the County Administrator, Assistant County Administrator or Purchasing Director by delegating the same purchasing authority to the Fire Chief of MCFR when utilizing District 1 funds;and WHEREAS, the Monroe County Board of County Commissioners finds that it is necessary to amend Monroe County Code Section 22-129 to grant purchasing authority to the Fire and Ambulance District 1 Board of Governors or their designee;and WHEREAS, amending Monroe County Code Section 22-129 will promote efficiency within Monroe County Fire Rescue when making certain purchases. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA: SECTION l: Section 22-129 of Article VI Other Municipal Service Taxing Units of Chapter 22 Special Districts shall be created to re-adopt Ordinance 31-1988, as amended by Ordinance 33-1996 and Ordinance 4-2002, and as amended herein to read as follows: Section 22-129. Fire and Ambulance District 1 created. 1 2057 (a)District created. Pursuant to the authority granted in Chapter 125, Laws of Florida, and Article 7, Sec. 9(b), Florida Constitution, and pursuant to the procedure of F.S. 165.041, there is hereby created a municipal service taxing district for the purpose of providing the following essential municipal services: 1) Ambulance service; and 2) Fire service. In carrying out the purposes described in this Ordinance,the District shall be financed from ad valorem taxes collected solely within the District. On or before September 30 of each year,the Chief of Monroe County Fire and Rescue shall provide an annual written report to the Commission stating the ambulance rates being charged along with a written proposal for any requested rate changes. All ambulance rates charged by Monroe County Fire Rescue shall be established by Resolution, and shall be subject to approval by the Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1. Such fees may only be expended by the District for the District purposes set forth in this Ordinance (b) Name of District/District Boundaries. The District shall be known as Fire and Ambulance District 1 and shall include the following areas: All of unincorporated Monroe County,Florida; the City of Layton; the City of Key Colony Beach; and, excluding Ocean Reef and those areas encompassed within the Key Largo Fire Rescue and Emergency Services District. (c) Composition/Designation of Governing Body. 1) The cities of Key Colony Beach and Layton shall be included in Fire and Ambulance District 1 by passing a city ordinance approving such inclusion by the 1st of July immediately prior to the commencement of the fiscal year for which the cities wish to be included. Alternatively, the cities may obtain fire and ambulance service from the district by interlocal agreement.However,in the event an interlocal agreement is entered into between the district and a municipality, such agreement shall include an express provision as to how such municipality shall pay for its participation in the district which may be either from funds derived from service charges, special assessments or taxes imposed within such municipality or from budgetary payments made in the due course of law from such municipality to the district. 2) Upon the passage of such an ordinance by one of the cities, the governing body of the District shall consist of four members of the board of county commissioners and one member of the governing body of the city;if both cities elect to become part of the district,the governing body of the district shall consist of three members of the board of county commissioners and one member from each of the cities. In either case, the county and city(ies) shall designate their representatives on the district governing body by resolution. If none of the cities choose to be included within the District, the chairman of the board of county commissioners shall be the chairman of the district governing body. If any of the cities choose to be included, the chairman shall be elected by the district governing body for a one year term,which may be successive.Three members of the District governing body constitute a quorum. A majority quorum shall be necessary for the transaction if business. (d) Governing Body Powers. 1) The governing body of the District shall have all the power of a body corporate, including the power to enter into interlocal agreements pursuant to Chapter 163, Florida Statutes, including interlocal agreements to provide fire and ambulance service to the Cities of Key Colony 2 2058 Beach and Layton; to contract on behalf of the District; to sue and be sued; to adopt and use a common seal and to alter the same at pleasure; to acquire, by either gift or purchase, lease and convey real estate and personal property,including equipment,and except as such transactions may be limited herein, as the governing body may deem proper or expedient to carry out District purposes; to employ such experts, agencies and employees as the governing body may deem advisable; and to borrow money and to issue negotiable promissory notes and certificates of indebtedness as hereinafter provided. In order to carry out the purposes enumerated in this Ordinance, the District may exercise the powers, including implied powers, granted by all applicable general and special laws, ordinances, and resolutions. 2) The governing body shall have the power to acquire any real or personal property using installment or deferred payments, but only to the extent that such are lawful under Article VII, Sections 10 and 12, Florida Constitution, and any general or special law implementing the same. 3) The governing body, in order to carry out the purposes of the District, is authorized to borrow money and issue certificates of indebtedness therefor,upon such terms and at such ratesof interest as the governing body may deem advisable in accordance with Article VII, Section 12, Florida Constitution, the implementing statutes, Chapter 125, Laws of Florida, and any other applicable general or special law. The certificates of indebtedness may be a charge upon all revenues derived from taxes in that fiscal year or may be made payable from budgetary requirement in due course of law, as the governing body may elect. 4) The governing body, when it deems it advisable, is authorized to acquire by gift or purchase, and to pay the purchase price for,the services of independent contractors for the purpose of carrying out any of the functions described in Section 2 of this Ordinance, only limited to the extent that the purchase or gift is controlled by general or special law. The governing body shall also have the authority to hire such personnel as the body deems advisable and to prescribe rules and regulations pertaining thereto so long as the same is not inconsistent with general or special law. (e) Clerk of Court/Comptroller. The Clerk of the Circuit Court and Comptroller, Sixteenth Judicial Circuit of the State of Florida, as ex officio Clerk of the Board of County Commissioners, shall be ex officio clerk,auditor,recorder of the minutes and accounts,and custodian of the District's funds. The members of the governing body shall not receive additional compensation for their service as members. The books of the District shall be audited by the same officers and in a like manner as the books of other County officers and departments in conformance with applicable general law. (f) Deposit/Handling of Funds. The District funds shall be deposited in the name of the District in a bank authorized to receive deposits of County funds, which bank shall be designated by a Resolution of the governing body. Such designation of the bank for the deposit of funds therein shall be the exercise of due care and diligence on the part of the Clerk of the safekeeping of said funds. No funds of the District shall be paid or distributed save and except by warrant, signed by the Chairman of the governing o sped V).V dic �"_je t°V� No warrant shall be g g y b�° ups ��uu�� u� �pp� drawn or issued against the funds of the District. except for gthe purposes authorized by this Article, and no such warrants against the funds of the District shall be drawn or issued until after the account or expenditure for which the same is to be given in payment has been ordered and approved by the governing body. (g) Use of Funds. The District funds shall only be expended for the following purposes: 1) The governing body is authorized to pay from the funds of the District all expenses necessarily incurred in the formation of the District; 3 2059 2)The administration of the affairs and business of the District authorized by the governing . body, or ups �Suu��C J`�...Jaup I�b�°uze �Y..�"��"`�C° aupuubu� fib. � �II :�?��23, 3) The purchase, construction, care, upkeep, maintenance and operation of such real and personal property,including fixtures,necessary for carrying out the purposes of the District as stated in this Ordinance as authorized by the governing body�r uGs d s;'g�lcc; 4) Compensation for the employees of the District and for all consultants and other outside experts and staff as authorized by the governing body�br uGs d su'g ll c; 5) The repayment of all debts lawfully incurred whether au thorized by the terms of this Ordinance or by general or special law; �°;x Mi upauIV �,bll llauui s )y pic �b��°��uu� )o � i� )c... v6fll ��CSC Vaupucm No. 210 I 023 wid HIC MCHIRW C bauMY NqvIJSqu� , �'c HC �u�� Iro�°cdffcs. (h)Levy of Taxes. 1) The governing body of the District is authorized and empowered and directed annually to levy upon all the real and personal taxable property in the District, including participating municipalities, a sufficient tax to pay all necessary costs, of whatever type, including capital expenditures, as authorized by this Article within the limits fixed for municipal purposes for municipal service taxing units under Article VII, Section 9(b), Florida Constitution and Chapter 125, Florida Statutes. 2) The levy by the governing body of the taxes authorized by any provision of this Article shall be by Resolution of such body duly entered upon the minutes of the body. Millage shall be set and ad valorem taxes levied thereon in accordance with the provisions of general law and in like manner as required for the setting of millage and levy of ad valorem taxes by a county. It shall be the duty of the County Commissioners to order and require the County Property Appraiser to assess, and the County Tax Collector,to collect,the amount of taxes so assessed or levied by the Board of County Commissioners of the District upon the taxable property in the District at the rate of taxation adopted by said Board of Commissioners of the District for such year and included in the warrant of the Property Assessor and attached to the assessment roll of taxes for such year and included in the warrant of the Property Assessor and attached to the assessment roll of taxes for this County each year. The Tax Collector of the County shall collect such tax so levied by such Board in the same manner as other taxes are collected, and shall pay the same over to the governing body of the District, levied upon within the time and in the manner prescribed by law for the payment of the Tax Collector of County taxes and shall be held by such body and paid out to this as provided in this Article. Tax certificates and tax deeds shall be issued for all delinquent properties in accordance and in like manner as the same are authorized to be issued by Chapter 197 of the Florida Statutes and other general and special laws regulating the issuance of same for nonpayment of delinquent County and ad valorem taxes. 3) It is herein and hereby determined that the municipal service taxes herein provided for those services enumerated in sub-section (a) above are municipal assessments for municipal or peculiar benefits accruing to the properties within the District against which properties such levies are directed to be made.It is also herein and hereby found,determined and declared that the services enumerated in sub-section(a) above are public purposes and essential municipal services under the terms of Florida Statutes, Section 125.01(1)(q). (1)Referendum Required. Prior to the imposition of an ad valorem levy to be pledged for any form of indebtedness as described in Article VII, Section 12, Florida Constitution, or when otherwise required by general or special law, a referendum election must be held and passed favorably by a majority of those electors voting in the election. The procedure shall be as follows: 4 2060 1) The Board of County Commissioners, by Resolution, shall request that the Supervisor of Elections conduct a referendum election within the territorial boundary of the District. In addition, the election procedure, including notice and the form of the ballot question, shall be in a manner conforming to general law. 2) The proposed levy or purchase request shall be deemed to have passed when a majority of the electors voting in the referendum election shall have voted for the levy or levies described in the ballot. 3) The proposed levy, if authorized by the electors and thereafter levied by the Board of County Commissioners, shall only be used for the purposes set forth on the ballot. 0)Duties. 1) The officers of the District governing body shall have the duties,whether mandated by statute or common law,usually pertaining to,vested in, and incumbent upon like officers. A record shall be kept of all meetings of the governing body. The governing body may adopt the rules and regulations it deems necessary in and about the transaction of its business and in carrying out the provisions of this Article. 2) The governing body of the District shall,on or before the first day of November,or such other date as may be required by general or special law, make an annual report of its actions and accounting of its funds as of the thirtieth day of September of each year in accordance with the provisions of general and special law and in the same manner as is required by other County departments and agencies. The report shall be filed in the Office of the Clerk of the Circuit Court of the Sixteenth Judicial Circuit, whose duty shall be to receive and file such report and keep the same as a public record. 3) The fiscal year of the District is hereby fixed as commencing on the first of October and ending on the thirtieth day of September. (k) Volunteers. Volunteers of the District shall be entitled to reimbursement of expenses pursuant to Section 2-260, et seq., Monroe County Code. SECTION 2: SEVERABILITY. If any section, subsection, sentence, clause or provision of this Ordinance is held invalid, the remainder of this Ordinance shall not be affected by such invalidity. If this Ordinance or any provision thereof shall be held to be inapplicable to any person,property or circumstances, such holding shall not affect its applicability to any other person,property or circumstances. SECTION 3: CONFLICT WITH OTHER ORDINANCES. All ordinances or parts of ordinances in conflict with this Ordinance are hereby repealed to the extent of said conflict. SECTION 4: The provisions of this Ordinance shall be included and incorporated in the Code of Ordinances of the County of Monroe, Florida, as an addition or amendment thereto, and shall be appropriately renumbered to conform to the uniform numbering system of the Code. SECTION 5: TRANSMITTAL AND EFFECTIVE DATE. This Ordinance shall be filed with the Department of State and shall be effective as provided in Section 125.66(2), Florida Statutes. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting held on the 18th day of October, 2023. 5 2061 Mayor Craig Cates Yes Mayor Pro Tem Holly Merrill Raschein Yes III" Commissioner Michelle Lincoln Yes �:s;J✓ Commissioner James K. Scholl Yes r *s Commissioner David Rice Yes P-E m x � � e BOARD OF COL TY COMMISSIONERS �f. ?itteta MADOK,CLERK OF MONROE TY,FLO DA 4 BY: BY: As puty C1 r c Mayor/Chairman X Approved as to form and legal sufficiency L—j C— Monroe County Attorney's Office Christina Cory,Assistant County Attorney �J r'J .. .. N) 6 2062 %�//• KeysNews.com KE f IZEN The Florida Keys Only Daily Newspaper, Est. 1876 PO Box 1800,Key West FL 33041 P:(941)206-1025 F:(305)294-0768 legals@keysnews.com MONROE CO EMERGENCY SERVICES 490 63RD ST OCEAN MARATHON FL 33050 Account: 420845 Ticket: 3905951 PUBLISHER'S AFFIDAVIT STATE OF FLORIDA NOTICE OF INTENTION TO CONSIDER missioners. ADOPTION OF COUNTY ORDINANCE COUNTY OF MONROE Dated at Key West,Florida,this 2nd day NOTICE IS HEREBY GIVEN TO WHOM of October,2023. IT MAY CONCERN that on October 18, (SEAL)KEVIN MADOK,Clerk of the Cir- Before the undersigned authority personally appeared 2023,at 9:00 A.M.or as soon thereaf- cuit Court and Ex Officio Clerk of the ter as the matter may be heard,at the Board of County Commissioners of Marathon Government Center, 2798 Monroe County,Florida Overseas Highway,Marathon,Florida, 10/05/23-KWC Melinda Prescott who on oath says that he or she is the Board of County Commissioners 420845 3905951 of Monroe County, Florida, intends to consider adopting the following ordi- The legal advertising representative of the Key West Citizen,a five day news- nance: paper published in Key West, in Monroe County, Florida;that the attached copy AN ORDINANCE OF THE BOARD OF MON- of advertisment, beinga legal notice in the matter of NOI re Fire &Ambulance COUNTY COMMISSIONERS M DING g ROE COUNTY, FLORIDA, AMENDING Purchasing was published in said newspaper in the issues of: SECTION 22-129 OF ARTICLE VI OTH- ER MUNICIPAL SERVICE TAXING UNITS IN CHAPTER 22 SPECIAL DISTRICTS,OF Thursday, October 5,2023 THE MONROE COUNTY CODE GRANT- ING PURCHASING AUTHORITY TO THE FIRE AND AMBULANCE DISTRICT 1 Affiant further says that the Key West Citizen is a newspaper published in Key BOARD OF GOVERNORS OR THEIR DES- West, in said Monroe County, Florida and that the said newspapers has hereto- IGNEE;PROVIDING FOR SEVERABILITY, ORDI- fore been continuous) published in said Monroe County, Florida Tuesday thru PROVIDING FOR REPEAL DI ALL ES IN Y p Y Y NANCES OR PARTS OF ORDINANCES IN Saturday weekly,and has been entered as periodicals matter at the post office in CONFLICT WITH THIS ORDINANCE; KeyWest, in said Monroe County, Florida,for period of 1 year next recedin PROVIDING FOR INCORPORATION INTO Y p Y p g THE MONROE COUNTY CODE OF ORDI- the first publication of the attached copy of advertisement;and affiant further says NANCES; AND PROVIDING AN EFFEC- that he or she has neither paid nor promised any person,firm or corporation any TIVE DATE. discount, rebate, commission or refund for the purpose of securing this advertise- The proposed ordinance may be in- ment for publication in the said newspaper. spected by the public at the Monroe County website by viewing the agenda packet for the October 18,2023 meet- ing,which will be posted beginning on October 13,2023 at: http://monroecountyfl.igm2.com/citi- zens/default.aspx. The proposed ordi- nance may also be viewed at the Mon- roe County Attorney's office at 1111 p 12th St.Ste.408 Key West,FL 33040. The public can participate in the Oc- (Signature ofAfflant) tober 18, 2023 meeting of the Board of County Commissioners of Monroe Affirmed and subscribed before me this 5th dayof October 2023 County, FL by attending in person or via Zoom.The Zoom link can be found in the agenda at http://monroecountyfl.igm2.com/citi- zens/default.aspx. ADA ASSISTANCE: If you are a person (Notary Public Signature) with a disability who needs special accommodations in order to partici- pate in this proceeding,please contact Laura M Robins the County Administrator's Office, by (Notary Public Printed Name) phoning(305)292.4441, between the hours of 8:30a.m.-5:00p.m., prior to the scheduled meeting;if you are hear- My commission expires 9/26/2026 ing or voice-impaired,call '711". Live Closed-Captioning is available via our web portal @ Personally Known X Produced Identification_ http://monroecountyfl.igm2.com/Citi- Type of Identification Produced (Notary Seal) zens/Default.aspx for meetings of the Monroe County Board of County Com- �V"r161r�'P�Fr�lur �ft��x�mN�Irwrtla rmb&mK yw r�1�'t�io7rrm iiasGo�zn N�hk GIY��GM i HiWi d npi eu 'Ss26P202t' 2063 GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN November 10, 2023 Department of State Administrative Code & Register 500 S Bronough Street Tallahassee FL 32399-0250 To Whom It May Concern, Attached is a copy of Ordinance No. 026-2023 of the Board of County Commissioners of Monroe County, Florida, amending Section 22-129 of Article VI Other Municipal Service Taxing Units in Chapter 22 Special Districts, of the Monroe County Code, granting purchasing authority to the Fire and Ambulance District 1 Board of Governors or their designee; providing for severability;providing for repeal of all Ordinances, or parts of Ordinances, in conflict with this Ordinance; providing for incorporation into the Monroe County Code of Ordinances; and providing an effective date. This Ordinance was adopted by the Monroe County Board of County Commissioners at a regular meeting, held in formal session, on October 18, 2023. Should you have any questions please feel free to contact me at(305) 292-3550. Respectfully Submitted, Kevin Madok, CPA, Clerk of the Circuit Court& Comptroller& ex-officio to the Monroe County Board of County Commissioners by: Liz Yongue, Deputy Clerk cc: County Administrator County Attorney MuniCode BOCC File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 2064 Liz Yongue From: County Ordinances <County0rdinances@dos.myflorida.com> Sent: Monday, November 13, 2023 3:18 PM To: Liz Yongue; County Ordinances Cc: BOCCFinance; Abra Campo; Maureen Proffitt; Callahan-James; Tamborski-Cheri; Amanda Leggett; Corie Abel;Jennifer Garcia; Lindsey Ballard; municodeords@civicplus.com; Sue Burke; Tamara Lamarche (boccdis4 @monroecounty-fl.gov) Subject: RE: Monroe County; 10/18/2023 BOCC Meeting - Fire Rescue Item Q8; Ordinance 026-2023 Attachments: Monroe20231110_Ordinance026_2023_Ack.pdf Good afternoon, Please find the attached acknowledgment letter for Monroe County Ordinance No. 026-2023,which was filed in this office on November 10, 2023. Best, County Ordinances Florida Administrative Code and Register Room 701 The Capitol I Tallahassee, Florida From: Liz Yongue<eyongue@monroe-clerk.com> Sent: Friday, November 10, 2023 11:48 AM To: County Ordinances<County0rdinances@dos.myflorida.com> Cc: BOCCFinance<BOCCFinance@monroeclerkFL.onmicrosoft.com>;Abra Campo<Campo-Abra@monroecounty- fl.gov>; Maureen Proffitt<proffitt-maureen@monroecounty-fl.gov>; Callahan-James<Callahan-James@monroecounty- fl.gov>;Tamborski-Cheri <tamborski-cheri@monroecounty-fl.gov>;Amanda Leggett<leggett-amanda@monroecounty- fl.gov>; Corie Abel <abel-corie@monroecounty-fl.gov>;Jennifer Garcia <garcia-jennifer@monroecounty-fl.gov>; Lindsey Ballard <Ballard-Lindsey@monroecounty-fl.gov>; Liz Yongue<eyongue@monroe-clerk.com>; municodeords@civicplus.com; Sue Burke<burke-sue@monroecounty-fl.gov>;Tamara Lamarche (boccdis4@monroecounty-fl.gov) <boccdis4@monroecounty-fl.gov> Subject: Monroe County; 10/18/2023 BOCC Meeting- Fire Rescue Item Q8; Ordinance 026-2023 EMAIL RECEIVED FROM The attachments/links in this message have been scanned by Proofpoint. Sender Full Name: Liz Yongue Sender Phone Number: (305) 292-3550 County Name: Monroe Ordinance Number: 2023 026 Thanks! i 2065 "eS� .� Liz Yongue "" ' Executive Assistant to the Clerk � k Kevin Madok, CPA Clerk of the Circuit Court& Comptroller 500 Whitehead Street, Key West, Florida, 33040 Phone: 305-292-3550 www.monroe-clerk.com PLEASE NOTE: The information contained in this message and any accompanying attachments may contain privileged, private, and/or confidential information protected by state and federal law. If you have received this information in error, please notify the sender immediately and destroy the information. Florida has a very broad public records law. Most written communications with any public agency in the course of its official business are public record, and available to the public and media upon request. Your e-mail communication with this office may be subject to public disclosure. 2 2066 irr ' pw' I FLORIDA DEPARTMENT Of'STAT'E" RON DESANTIS CORD BYRD Governor Secretary of State November 13, 2023 Honorable Kevin Madok Clerk of the Circuit Court Monroe County 500 Whitehead Street, Suite 101 Key West, Florida 33040 Dear Kevin Madok, Pursuant to the provisions of Section 125.66, Florida Statutes, this will acknowledge receipt of your electronic copy of Monroe County Ordinance No. 026-2023, which was filed in this office on November 10, 2023. Sincerely, Anya Owens Administrative Code and Register Director ACO/wlh R. A. Gray Building • 500 South Bronough Street • Tallahassee, Florida 32399-0250 Telephone: (850) 245-6270 2067 Monroe County Purchasing Policy and Procedures RESUBMITTED - CORRECTED COUNTY ADMINISTRATOR CONTRACT SUMMARY,FORM FOR CONTRACTS $100,000.00 and Under with. Canon=Firiancial LracL ;NASpO Pi ack ,. ._ (Copier) Effective Date: 06/01/2024 05/31/2029 Expiration Date: _...........� Contract Purpose/Description: Lease a reernent#or'Canon Co ;ier- lth 4 fra Casse#Ri6 F/ in Unit,Sta (e F;,i�isher; xtemal Flrilshc'�duper3 Fad Ex artisYon_I�it,`and 1f ' a 1=xrfson`,klf,for ("ease/meter�s$ 4245 errionth urtoer NASPQ fate contract#4�#OOt�ad(}'1AS 140595 :The farm of the lease is 60 months Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: t, , " ;��„ Fire Rescue/Stop#14 g Cheri'Tamtiorski _FEU, 12 CC_11001 $580.98 Meter$960.90 CC_12001 $319.56 Meter$528.48 CC-11500 $639.06 Meter$1,057.02 CONTRACT COSTS CC_14000 $639.06 Meter$1,057.02 CC_12000 $639.06 Meter$1,057.02 CC 63100 $87.12 Meter$144.12 Total Dollar Value of Contract: $ '38;547 00 Current Year Portion: $*7,709 40"`. (must be$100,000 00 or less) .. _. (If multiyear agreement then .,.. -�ti;. *This CONTRACT SUMMARY FORM supersedes and replaces the requires BOCC approval,unless the previously submitted documentation attached hereto as"Composite Exhibit *FY24 estimated paid:$2,569.80 A1p-the represented term of the agreement was incorrect in that form 110000000001 * Y25 estimated paid:S1,927.35 Budgeted?Yes® No C Remainder for term year to be pai& approx.S3,212.25 Grant: $ County Match: $ ,..: Fund/Cost Center/Spend Category: 1` ' t r' ADDITIONAL COSTS Estimated Ongoing Costs:$ varies/yr For: Fluctuating use expenses per 12ages printed (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ®NO 11 CONTRACT REVIEW Reviewer Date In R.L. Colina Daale 2025 RL:02-0 Department Head Signature: Dala 2025.0,2709,9:02-0500 County Attorney Signature: Eve M. Lewis Di Dale:gbally 2025 signed 0127 Evert Lewis is 09:33:59-05'00' Risk Management Signature: Gaelan P Jones Digs ally signed by Gaelan PJanes Dale:2025.03.31 14.16 50 04'00' Digitally signed by Lisa Abreu Purchasing Signature: Lisa Abreu Dale:2025 04 08 13 56;55-04'00' OMB Signature: 9u�- 04/09/2025 Comments: Risk-Canon COI for GL and WC added 1; Sands COI w Auto added 3/5 Revised BOCC 4/19/2023 Page 84 of 105 2068 VO/ DocuSign Envelope ID:A2819EO3-A1A3-49EF-9377-99DE862EF233 N Depa mnt of (MANAGEMENT SERVICES *We serve those who serve Florida CONTRACT AMENDMENT NO.: 1 -Renewal Contract No.:44000000-NASPO-19-ACS Contract Name: Copiers and Managed Print Services This Contract Amendment to Contract No. 44000000-NASPO-19-ACS (MACS") is made by the State of Florida, Department of Management Services("Department')and Canon U.S.A., Inc. ("Contractor"),with its principal place of business located at 1 Canon Park, Melville, NY, 11747, collectively referred to herein as the"Parties." WHEREAS, the ACS was entered into by both Parties and became effective on February 8, 2022„ to continue through December 31,2022,for the provision of Copiers and Managed Print Services, pursuant to State of Colorado Master Agreement No. 140595; WHEREAS, the State of Colorado Master Agreement No. 140595 was renewed through July 31, 2024; WHEREAS,the Parties agreed that the ACS may be amended by written mutual agreement as provided in subsection 6.9, Modification and Severability, of the Special Contract Conditions incorporated into this ACS in Exhibit B; and WHEREAS,the Parties agreed that the ACS may be renewed by written mutual agreement as provided In 2.2, Renewal,of the Special Contract Conditions of the ACS. ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents,the Parties agree as follows: I. ACS Renewal. The ACS is hereby renewed for a period of nineteen (19) months effective January 1, 2023, with a new expiration date of July 31, 2024, pursuant to the same terms and conditions, except as amended herein. 11. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract,the terms of this Amendment shall control. 111. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. Rev.9/7/21 0 I- 0 DocuSign Envelope ID:A2919E03AiA3-49EF-9377.99DES62EF233 N Dq"TTwd 01 MANAGEMENT SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO.: 1 -Renewal Contract No.: 44000000-NASPO-19-ACS Contract Name: Copiers and Managed Print Services State of Florida: Contractor: Department of Management Services Canon U.S.A., Inc. oowawAsa W. DowSWnd W. By. �t.,pt.Y�b Q(�t,�n„�,t. By: Name: Pedro Allende Name:Mason olds Title: Secretary Title: SVP Date: 12/21/2022 1 12:54 PM EST Date:12/12/2022 1 4:26 PM EST Rev.9/7/21 ti 0 N NASVO 'Va I u e Pol,1 NASPO ValuePoint Master Agreement Terms and Conditions For Copiers and Managed Print Services A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration State Purchasing & Contracts Office 1525 Sherman Street, 31 Floor Denver, Co 80203 And Canon U.S.A., Inc. One Canon Park Melville, NY 11747 Master Agreement Number: 140595 Page1 Copiers and Managed Print Services•RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions.CMS N 140595 N I- C) N TABLE OF CONTENTS q. POV,ALT, EP' INTMA.,S"" ERAG; L"I i T OV'ERVI W,,,,� .�,,,.,�, ,, , „�.., .1.1...,. ��,m,�,�,,.,,,A,.,, ,,,,,...,,.,� —.A I'l. ... ., , � , „ , ..........------ —4, I, , Eiffacitive .............. . ...... ..... ....... ..........---......... ... IA Master Agreement Order of Precedence 1.4, Tam rafulhns, ...... ,��., ",.. ,,,,""," „.,,..," "",'.,. .,".,.,.,,, ..,. 3-1, Prue and Rains luaarrannkle . �. , . � � ,.�.� ,., �.,.�.,,� ��,,, ,..m,�,.ICU, 1 a";i6pants a.nd scop o"" .... , ., �........ ,., ,.,.,, � , 11 ...�.,m nrroaanisu.utativo Nos-,....... ,,........ ....,,.... ..,.,.,.. � � ,.,. , ,.�„ , �„� ,............q -4, �P' '" uuluuo�,'Poiunu Summary and(Mailed Usage ..... , , , � , ., ,�.,�., ,,,, ,,��.,,�.,.�� 13, 13, NASP' 1 Val ucPw,:H'drau Ca cvpi�Fwiv P'ro r�aum Markeiing,and P'erfolarrurance 14 3.6. NASP ,ValujwPoian Oluxkcu ............ . ,,,, , , .,.� 3.7. Right to Publish ... .-- q I,& Individual l Clustoruneurs,........... ,., . S�T°A,TEMENT,OF"'✓n Ow RK..,.,,. ........ . .,. ,..... ..,..,... ......... „....... ��..,.� .......... ... . ..... .��......��. .� I ; 4.1. ,., , ,....,, 18 4.2, A ut'hari�zed eallens,....... . ..... ............ ..,.......I9, 4,31, P'.rwfuct 'I'fa:riings ............... 119f 4. , -SUVice ...... ...., ....... ...... 3 ut0ws'o and Lcar,c Prograrrus ,,,,,,,,, ..,,,,,„ ..... 33 4A Securiq Rcquifemems,..... ............. 4-7. L,4uilpmow Dauvis au<r<ano .................. 4,8:. Shipping awd I idivery ....n................... 4.9. Eagnuuilnlunrnn nnlu linsn,allwuguuw koquio,,mews.................. ..... 4.110. linspectio n and ,,,,,, ....,... ......... 41 11. a�wrant,y. cglu ire inctrut�s.. . ...... .........— __ ,.42 . Cuu;st.or eir Set vice .. ......... .......... 44 5. ADMINISTRATION OF ORDERS... ........ �" � , ,.,,",.� ............ ,,,...., �� .,....�........�� 52 Pa�y'lMewt. . . ', -. , ., ........ ....... ...... ......... 4? 16, P I,'�P�fF#,uG ' S'� 5 ,,,,�,�, ,,,,.,,,.. �..�..... �� ..� , „ �.,.,.� „�,w,�F� ��. ......... ... .,.. . -....,.,., .7 6J, 'lwsrurawc ......- .... ..,w..... .............. ,,,,., 7' 62 Recards,Aldminisirafilon,and ...., ,,.„ .......... .....m,..,,,,,, ,,,,,,,, ,,,48 61 "'onfiden6ality, Nio�wn- ii�.sdos�uu:re.,and li njiunnctiwe Retief „...,..., uavup;w!so o(pro-Eximing Intellectual PrrnPen°ry 63, Public ........—„ — .................. ............... 10 n , .6�, ......„. ..................................... .......0 163. Chainges,inns Contractor I o rlc,su^wwioa ............. ,,,,,, .... 501 rn eple n can Contractor—— ........ ..... .,.,-.-,...... 501 as Co&n am Managadi IPlirnum Sowtes,�IH�Iw P-,NP',4 -QQT,NASPO VaWePe(int MlaMef AgTammem Tens oral m«bednao�a�lis�,c vws9 M I- C) N 69. Focce Majeure.......... ,.,,., , , ., ,,,,,,,,,,,,,, V Defaults alr,na einie nms... Waiver of Bireadh ,....,,.. ....... .......................... ...... 6.12. ... ...... ., 6.13 [ndemnificaiuo�n ,,,,,,,,,,,,,, .,, .W,...... .......... .....,.,. .,..,.............., , , .... , . ., , , 6.I4. 'Nio Waive_rof', aav�en°�eign Iinmuuni ty ,.,.,...,, ,,,,, , ,,,,,,, ,,,,, ..,,......... ......... ........ , ,.......... 5 3 6.15. oloveming,Law and ..n.. .,...,,,. .....,... ...,..... n..—... ,........ , , , , , , , —51 6116, Assignment ol' nfli tum ......,,,,,,,,,,,,,,,,,,,,, , , ,,,,, ,,,,,,,,,, , ,,,,,, ... .. .. ..................53 ,1" , Comract Pmvisiorts,for Olders Utilizing Federal , ,n...................... ..................53 EXHIBIT „ PRICE" LIST ...,,,.., ..,w, ,,. 6 PXH(Hr" ,SAMPLE D&A URTaaFICATE.- ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, .......—57 EXHIBIT , SAMPLE MPS:STATEMENT P ......... .........EXH I II` , AUTHORIZED D�R"ALFA ,,,,,,,,,,,,,,,, R :. I' rl"K NASPO VALUEPOINT DETAILEDALE PORTI G;TEM" PI,.A'I"E. .,., ,.,,.. ,,,,,,,,,,,,,,,,,fit; �A,"r'rA(.'l4 L "l'B,CANON MAINTENANCE TERMS AND CONDITIONS...., , ,,,,, ,,,,,,,,,,,,,a,..70 ATTA.C1,111MENT C,,CANON SAMPLE MPS A R.L M..E'.NTT kM. T)CONDITIONS,,,,,, " ATTACHMENT , CANONSAMPLE MRS CLIS 11 c ER EXPEC'I"A°'I ION CUNIENT- ............ . A.'M'ACHMEN Tj E, DIGITAL PRESS PRODUCTION AND,I ARGE I'ORMA"I° EQUIPMENT MASTER SERVICE5 ATTACHMENT IL',, [ PLE ECOPY E ..... .....,. ... .... , , , , ,ATTACHMENT K,SAMPLE UNIFLO� r IL �LA , , ,.,. ........,.,. .,,.,..,..,.�.,., Page 3 Copiers and Managed Print Services- FP- -1M01.NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 d ti 0 N 1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW 1.1. Parties This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel &Administration,State Purchasing&Contracts Office(hereinafter called the "Lead State"),and Canon U.S.A., Inc. (hereinafter called"Contractor"),for the procurement of A3 MFD's, A4 MFD's, Production Equipment,Single-function Printers,LargefWide Format Equipment, Scanners, Software,Supplies, Managed Print Services,and other Products and Services as approved per this Master Agreement, for the benefit of Participating States,Entity's,and Purchasing Entities.The Contractor and the Lead State hereby agree to the following terms and conditions. 1.2. Effective Date This Master Agreement shall not be effective or enforceable until the date on which it is approved and signed (hereinafter called the"Effective Date")by the Colorado State Controller or designee. 1.3. Master Agreement Order of Precedence 1.3.1. Any Order placed under this Master Agreement shall incorporate,and shall be governed by the terms and subject to the conditions of,the following documents: a) A Participating Entity's Participating Addendum("PA"); b) NASPO ValuePoint Master Agreement Terms &Conditions, including all Exhibits; c) An Order issued against this Master Agreement; d) The Solicitation, RFP-NP-18-00 1 Copiers and Managed Print Services; e) Contractor's response to the Solicitation, as revised(if permitted)and accepted by the Lead State; and f) Contractor Supplemental Documents, including all Attachments. 1.3.2. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above.Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and shall be incorporated into this Master Agreement. 1.4. Term of this Master Agreement 1.4.1. Initial Term-Work Commencement.The Parties' respective performances under this Master Agreement shall commence on the Effective Date or August 1, 2019, whichever occurs later.This Master Agreement shall terminate on December 31, 2021,unless terminated sooner,as specified in §6.10,Defaults and Remedies,or extended further as specified in HA.2 below. 1.4.2. Extension of Agreement.This Master Agreement may be extended beyond the original Contract period for up to three(3)consecutive one(1)year additional terms, upon the mutual agreement of the Lead State and Contractor,by written Amendment.The total duration of this Master Agreement, including any extensions, shall not exceed five(5) years. 1.4.3. Amendments.The terms of this Master Agreement shall not be waived,altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 1AA. Cancellation.This Master Agreement may be canceled by either party upon sixty(60)days written notice prior to the effective date of the cancellation.Further, any Participating Entity may cancel its participation upon thirty (30)days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part.Any cancellation under this provision shall not affect the rights and obligations attending Orders outstanding at the time of Page 4 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 LO I CD N cancellation, including any right of a Purchasing Entity to indemnification by the Contractor,rights of payment for Products delivered and accepted,and rights attending any warranty or default in performance in association with any Order.Cancellation of this Master Agreement due to Contractor default may be immediate. 2. DEFINITIONS The following terms shall be construed and interpreted as follows: Term ,Descrip gn.................... A3 MFD A Multi-function Device that is designed to handle letter, legal,ledger and some smaller paper sizes,such as postcards and envelopes. A Multi-function Device that is designed to handle letter, legal and some A4 MFD smaller paper sizes,such as postcards and envelopes. Ledger size paper is NOT an option on this Device. ....................................................................... ........................................................................................................................................................................................................................................................................................................................................................ A written notice from a Purchasing Entity to Contractor advising Contractor that the Product has passed its Acceptance Testing. Acceptance of a Product Acceptance for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required,and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor. The process set forth in this Master Agreement for ascertaining that the Acceptance Testing Product meets the standard of performance prior to Acceptance by the Purchasing Entity. Accessory A compatible item that is added to the Base Unit to enhance its capabilities and functions. The Contractor's authorized sales and Service center(also known as a Dealer, Distributor,or Partner)that must be certified by the Contractor to Autliorized Dealer sell the Contractor's Products, and perform machine installation and ("Dealer') maintenance on Devices offered by the Contractor. A Purchasing Entity must be able to, at a minimum, visit the sales and Service center to view and test Equipment. ...................... ......................................................................................................................................................... The copier,printer,Scanner, Large/Wide Format and Production Equipment Base Unit that includes all standard Accessories and parts, and excludes optional Accessories and/or software. A rate that is derived by taking the b&w and color cost per click rates on one Blended Rate or more Devices and calculating one rate that a customer will be billed for all copies,regardless of Device type and b&w or color output.Allows for simplicity when billing copies run. Bronze Standard Devices that meet less than 50% of the 28 optional EPEAT criteria. ........................................................... Business Day Any day other than Saturday, Sunday or a legal holiday. The early termination option on an FMV or$1 Buyout Lease that involves Buyout to Keep the acquisition of the Equipment by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Equipment Payments. Buyout to Return The early termination option on an FMV,$1 Buyout or Straight Lease that involves the return of the E.ui:�ment b the Purchasing Eatit to Contractor, .......................................................................................................................................................................................................... ,,,,,,,,....,!.........,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ....................................................................................,, ,,,,,,,,,,,,,,,,,,,,,,,,,....y.......... Page 5 Copiers and Managed Nnt SeMcss a t"IIC"PAPM18(N)R,NASPO Vas ueP&it Masser Agraement Tars and Conditions,CMS#140595 cfl ti 0 N in good working condition (ordinary wear and tear excepted),and consists of any current and past due amounts, plus the remaining stream of Equipment Payments. ....................................................................................................................................................................... Ceiling Pricing Pricing that is established as a"not-to-exceed"amount; the maximum price Contractor may charge for Products, Services,and Supplies. ....................................................................................................................................................................... Chief Procurement The individual who has the authority to supervise and approve the Officer procurement of all Products and Services needed by the Lead State or a Participating State. Contractor The person or entity delivering Products or performing Services under the terms and conditions set forth in this Master Agreement. ............................................................................................................................................................................................................................................................................................ Two or more leases that end at the same time.The original lease payment is Coterminous modified to reflect the addition of a new piece of Equipment or Accessory. The original term of the lease is not modified because of a Coterminous addition. Device Also referred to as"Equipment."The Base Unit,either with or without optional Accessories and/or software. Materials that are easily identified, measured, and charged to the cost of Direct Material production; part of the finished Product. Examples include timber for furniture and leather for shoes. Electronic Product A tool that evaluates and selects Equipment according to a list of preferred Environmental environmental attributes. EPEAT registered means Devices meet the 1680.2 Assessment Tool IEEE Standard for Environmental Assessment of Imaging Equipment, as (EPEAT) amended. EULA End User License Agreement Embedded Software One or more software applications that permanently reside on a computing Device. Energy Star The U,S. Environmental Protection Agency's standard for energy efficiency. ........................................................................................................................................................................................................................................................................................... Equipment Also referred to as"Device."The Base Unit,either with or without optional Accessories and/or software. .............................................................................................................................................................................................................................................................................................................................................................................................................. Equipment Downtime The period of time that a Device is waiting for Service to be completed. Equipment Payment The Equipment portion of the payment, less any Service, Supplies, and maintenance. An agreed upon transaction between the Purchasing Entity and Contractor, Equipment Trade-In in which Contractor takes ownership of Purchasing Entity's owned Device, often for a discounted amount. .....,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, A replacement of the Purchasing Entity's existing lease Equipment, with a Equipment Upgrade or different piece of Equipment,of either greater or lesser value. A new Iease is Downgrade then originated for the new piece of Equipment, with the remaining lease payments on the old Equipment wrapped into it.The old lease is closed out, and the Equipment is returned to Contractor. Free on Board(FOB) i Contractor is responsible for transportation and handling charges and the sale Destination does not occur until the Products arrive at the Purchasing Entity's specified location. Page 6 Copiers and Managed Print Services-RFP-NP-1M01,NA' I::)Valla.relfoint Master Agrewneaoi rerrr s and i:Ovidkli6arm,CMS N 1405 9 ti ti 0 N The Device classification for the different types of Equipment in this Master Group Agreement. Groups are determined by the Devices primary functions and/or capabilities. A natural person, business,or corporation that provides Products or Services Independent Contractor to another entity under the terms specified in a contract. An employer- employee relationship does not exist. ..............................................................................................................................................................................................................................-- Initial Lease Term The length of time (i.e. I2, 18, 24, 36,48, or 60 months) that a Purchasing Entity enters into a lease agreement. ......................................................................................... ..1............... Any and all patents,copyrights, service marks, trademarks, trade secrets, Intellectual Property trade names,patentable inventions,or other similar proprietary rights, in tangible or intangible form, and all rights,title, and interest therein. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 1..,,,,,,,,,,,,,,,,,,,,....._.. .......................,-,,,............................................................................................................................................................................................................................................ Lead State The State that is centrally administering this Master Agreement. ...........................................................................................................................................................................................................................w,,, Per the Governmental Accounting Standards Board(GASB),a lease is defined as a contract that conveys control of the right to use another entity's nonfinancial asset(the underlying asset) as specified in the contract for a period of time in an exchange or exchange-like transaction. For the purposes of this Master Agreement, a Lease shall contain the following options: 1. Short-Term Lease: Maximum possible term is 12 months, including any renewal or extension options. 2. Straight Lease: A type of agreement in which ownership is not an Lease option and the Total Monthly Payment amount remains firm throughout the Initial Term. 3. Fair Market Value Lease(FMV): A lease in which the Purchasing Entity can either l)Take title to the Equipment at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Equipment,or 3) Return the Equipment to Contractor at the end of the Initial Lease Term. 4. $1 Buyout Lease: A lease in which title to the Equipment will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term,and the Purchasing Entity will not be subject to additional payments in order to assume ownership. Equipment that was purchased, leased, or rented under a prior NASPO Legacy Equipment ValuePoint or WSCA Master Agreement,another program, or via any other means. Maintenance An agreement in which the Contractor provides monthly Service, parts, Agreement Supplies,and Preventative Maintenance on purchased or Ieased Devices. The management,Service,and support of the Purchasing Entity's entire Managed Print Services enterprise and output infrastructure of printed materials, with the objective of (MPS) creating a solution that improves the print process and reduces the expense of printed material. A company that, as its primary business function, designs,assembles, and Manufacturer owns the trademark/patent and markets a Product. Also referred to as Contractor. Manu acturer's The list :;wrice or recommended retail ::uirice of a Product in which the Page 7 CopWs and Managed Print Services-RFP•NP®1 B-001,NA; PO ValuePoint Master Agreement Terms and Conditions,CMS 1t 140595 00 ti 0 N Suggested Retail Price Manufacturer recommends that the retailer sell the Product. (MSRP) ......... ....... .u.. ...,w.,.,.. ,...,.„.n,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,..n,.nrrrrr »,»,»„»„ Also referred to as"Contract"; the underlying agreement executed by and Master Agreement between the Lead State,acting on behalf of the NASPO ValuePoint program,and the Contractor, as now or hereafter amended. Multi function Device A Device that incorporates the functionality of multiple Devices into one, (MFD) such as print, fax,copy and scan. Each feature can work independently of the other. The NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a 501(c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement NASPO ValuePoint Officials(NASPO). NASPO ValuePoint is identified in this Master Agreement as the recipient of reports and may perform Contract administration functions relating to collecting and receiving reports as well as other Contract administration functions as assigned by the Lead State. Devices that have not been Refurbished,Remanufactured,rented, Ieased, Newly Manufactured sold,or used in a demonstration, and are currently being marketed by the Manufacturer. Normal Business Hours 8:00 a.m. to 5:00 p.m., Monday through Friday(state holidays excluded), regardless of time zone. NSP items are items that enhance or compliment the Contractor's Product, Not Specifically Priced and may be acquired by a Purchasing Entity under Contractor's Master (NSP) Agreement,but are not listed or priced in Contractor's NASPO ValuePoint Price List. NSP's may include Coin Op equipment, empowering software, etc. NSP items do not include Services. OEM Original Equipment Manufacturer. Any type of encumbrance document or commitment voucher, including, but Order not limited to,a purchase order,contract,MPS statement of work, Maintenance Agreement, lease agreement etc.) A bilateral agreement executed by a Contractor and a Participating State or Participating Entity incorporating this Master Agreement and any other additional Addendum Participating State or Entity specific language or other requirements (e.g. ordering procedures,other terms and conditions). ............................................................... ...............................................................................................................____.....____..................................................................__..........__............................................................... ............................................ ...o... Participating Entity A government entity within a state, or an eligible Non-Profit association, that is properly authorized to enter into a Participating Addendum. A state, which encompasses all government entities within that state, or the Participating State District of Columbia,or one of the territories of the United States,that enters into a Participating Addendum. ........................................................ ,,.,,. ..,,,,,,,,..,,,.............................. .......................................................................... .................................... ........................................................................................... ..............,,, m,............ ........,,,,,,,,,.........................______............................__...... Power Filter An electronic filter that is placed between an external power line and a .................................................. . Device for removing frequencies or electromagnetic interference. Preventative The servicing of a Device for maintaining a satisfactory operating condition Maintenance by providing systematic inspection,detection,and correction of failures either before they occur or before they develop into major defects. Private Label Products that are manufactured by one company and sold under a retailer's Page 8 Copiers and Managed Print Services-AFP-NP-16-001,NASPO VatusPeint Master Agreement Tents and Conditions,CMS 4 140595 ti 0 N brand name. Product Devices,Accessories, parts, software, and/or Supplies provided or created by the Contractor pursuant to this Master Agreement. Production Equipment A high-speed, high quality printing Device that typically has advanced finishing functionality. All books and Public Records of a governmental entity, the contents of Public Record which are not otherwise declared by law to be confidential must be open to inspection by any person and may be fully copied or an abstract or memorandum may be prepared from those public books and Public Records. A city,county, district, institution of higher education,and some non-profits Purchasing Entity who issue an Order against this Master Agreement via their Participating State or Entity's Participating Addendum. A Product that has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the Refurbished normal course of use. Refurbished Equipment shall not have more than 750,000 original copies on it. In addition, Refurbished Equipment must only contain OEM parts.The Manufacturer must certify refurbished Equipment. The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or Remanufactured replacing it in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device.The Manufacturer must certify remanufactured Equipment. A lease term that supersedes the Initial Lease Term,and which a Purchasing Entity may enter into upon thirty(30)days prior written notice to Contractor. Renewal Term Each Renewal Term shall not exceed 12 months,the residual value of the Equipment, or the Useful Life of the Equipment. $1 Buyout Leases are excluded from going into renewal. Resell Any payment in exchange for transfer of tangible Products,or assignment of the right to Services. ......................................................................................................................................... The time from when the original Service Call is placed with the Contractor Response Time or Authorized Dealer,to when the Service technician arrives at the Purchasing Entity's location. Scanner A Device that scans documents and converts them into digital data. ..................................................................................................................................... Segment The various speeds that Devices are categorized by. Service Base Location The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians. ...................................................................................................................................................................... Service Call An on site Service technician visit due to Device error or malfunction. Services The labor required to be performed by Contractor pursuant to this Master ................................................................... Agreement or an Order. Single function Printer An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning. Solicitation A written offer or attempt to purchase Products and/or Services through an official Proposal, Evaluation, and Award process. Page 9 CoplWrs and Managed Plant Serviices RIPPAP• 8 01ta1„NASPO VaWsPoint Muster Agreement Terms and Conditions,CMS#140595 0 00 0 N Supplies Consumable items that gets used up or are discarded once used, such as ink cartridges. Third Party Someone who may be indirectly involved but is not a principal party to an arrangement,contract,deal, lawsuit or transaction. ....................................................................................................................... ....................................................................................................................._ __....................____.............................................................................. Total Monthly Payment The Equipment portion of the payment,as well as any Service,Supplies or maintenance,and less any applicable taxes. Useful Life Period during which a Device is expected to be usable for the purpose in which it was manufactured. 3. NASPO VALUEPOINT PROGRAM PROVISIONS 3.1. Price and Rate Guarantee Period 3.1.1. The Price List(s) in Exhibit A (Price Lists),identifies a complete listing of all Products and Services the Contractor can provide under this Master Agreement, with the exception of NSP items. 3.1.2. MSRP/List Price discount percentages must be guaranteed throughout the term of this Master Agreement, including any renewal terms; however, Contractor may increase its discount percentage at any time.The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Group Price List(s). 3.1.3. MSRP/List Price shall remain firm during the first twelve (12) months of the Master Agreement. After this period,Awarded Vendors may update their MSRP/List Price on a quarterly basis, according to the following guidelines: a) All requested price increases must include documentation from Direct Material suppliers detailing cost escalations, and Awarded Vendors must describe how those escalations impact current Product offerings. b) With the exception of Direct Material cost increases,no price increase requests will be allowed. c) Updated Price Lists must be submitted to the Lead State by the 1st day of each quarter. d) Pricing will not go into effect unless,or until, it is approved by the Lead State. 3.1.4. The Master Agreement pricing IS Ceiling Pricing. Contractor may offer lower pricing on a per Order basis to Purchasing Entity's; likewise, Purchasing Entity's may request lower pricing on a per Order basis from Contractor. 3.1.5. Contractor may offer state-wide promotional discounts,customer location specific discounts, bulk discounts,or spot discounts. Contractor must notify the Participating State or Entity Contract Administrator of special state-wide promotional discounts. 3.1.6. Any revisions to Product offerings (new Products, altered item or model numbers,etc.) must be pre-approved by the Lead State,and will be allowed once per month. 3.1.7. Product updates are required by the 1st of the month and shall go into effect upon approval by the Lead State. 3.1.8. Any Product additions must be updated with Buyer's Lab within ninety(90)days of submission to the Lead State. Failure to adhere to this requirement will result in the Product(s)being removed from the Master Agreement Price List(s) until such time as they can be verified on Buyer's Lab. Page 10 Copiers and Managed Print Services-RFP-NP-1M01,NASPo VatuePoint Master Agreement Terms and Conditions,CMS#140595 T_ oo 0 N 3.1.9. Updates to lease rates must be submitted by the 1st day of each quarter. 3.1.10. Price Lists received after the 1 st of the month may not be approved for up to thirty (30)days following submission. In addition,errors in the Contractor's Price Lists may delay the approval process further. 3.1.11. All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. 3.1.12. All-inclusive Cost Per Copy(CPC)programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing.Contractor must provide the Participating State or Entity with their pricing breakdown that enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in this Master Agreement. 3.1.13. Pricing must include all shipping,delivery, and installation costs associated with the Products. Excess installation charges however, may be billable.Refer to §4.9.5 for more information. 3.2. Participants and Scope 3.2.1. Contractor may not deliver Products or perform Services under this Master Agreement until a Participating Addendum acceptable to the Participating State or Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating State or Entity(and other Purchasing Entities covered by their Participating Addendum),except to the extent altered, modified,supplemented or amended by a Participating Addendum. By way of illustration and not limitation,this authority may apply to unique delivery and invoicing requirements,confidentiality requirements,defaults on Orders, governing law and venue relating to Orders by a Participating State or Entity, indemnification,and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law.The expectation is that these alterations, modifications, supplements,or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document(e.g. Order)used by the Purchasing Entity to place the Order. 3.2.2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies,political subdivisions and other Participating States or Entities authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Officer. 3.2.3. Obligations under this Master Agreement are limited to those Participating States and Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States and Entities are limited to the Orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.or to support documentation of participation and posting in appropriate databases. 3.2.4. Participating States and Entities may, through a Participating Addendum, limit: a) Available financial vehicles; b) Device Groups, Segments,Products, Services (including MPS); and c) Any additional items as deemed necessary by the Participating State or Entity. Page 11 Copiers and Managed Print Services-FiFP•NP-1 B-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 N 00 O N 3.2.5. A Participating State or Entity must sign a new Participating Addendum with Contractor, regardless of whether Contractor has signed Participating Addenda under a prior Master Agreement(s). 3.2.6. NASPO Cooperative Purchasing Organization LLC,doing business as NASPO ValuePoint, is not a party to this Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO ValuePoint cooperative purchasing program for state government departments, institutions,agencies and political subdivisions (e.g., colleges,school districts,counties,cities,etc.) for all 50 states,the District of Columbia and the territories of the United States. 3.2.7. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor, and any such language shall be void and of no effect: a) Term of this Master Agreement; b) Amendments; c) Participants and Scope; d) Administrative Fee; e) NASPO ValuePoint Summary and Detailed Usage Reports; f) NASPO ValuePoint Cooperative Program Marketing and Performance Review; g) NASPO ValuePoint eMarket Center; h) Right to Publish; i) Price and Rate Guarantee Period;and j) Individual customers. 3.2.8. Participating Entities who are not states, may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Officer of the state where the Participating Entity is located.Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3.2.9. Purchasing Entities may not Resell Products.This limitation does not prohibit the following; however, any sale or transfer must be consistent with license rights granted for use of Intellectual Property: a) Payments by employees of a Purchasing Entity for Products; b) Sales of Products to the general public as surplus property; and c) Fees associated with inventory transactions with other governmental or non-profit entities,and consistent with a Purchasing Entity's laws and regulations. 3.3. Administrative Fees 3.3.1. The Contractor shall pay to NASPO ValuePoint,or its assignee,a NASPO ValuePoint Administrative Fee of one-quarter of one percent(0.25%or 0.0025)no later than sixty(60) days following the end of each calendar quarter. 3.3.2. The NASPO ValuePoint Administrative Fee is not negotiable. Page 1 Copiers and Managed Print Services FP-NP-18-0 1,NASPO ValuePoint Master Agreement Terms and Conditions,C S N 140595 M 00 O N 3.3.3. The Contractor shall report on all actual Equipment sales, and on estimated Service and Supply sales.This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month. 3.3.4. Industry research has shown close to a 1:1 ratio between sales price on a piece of Equipment and the actual amount of Service and Supply costs required to operate that Equipment over its Useful Life.Therefore,to simplify the reporting process and remove the burden to capture the actual Service and Supply costs, the Contractor shall report as follows: a) Purchased Equipment: Contractor shall report the actual amount invoiced(less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition,the Contractor shall report an additional amount equal to the invoice amount and identified as"Estimated Service and Supplies"providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor's Detailed Sales Report, for each item sold,there will be two-line items: one for the piece of Equipment, and one for the Estimated Service and Supplies.The amounts reflected for the Estimated Service and Supplies, if applicable, must be equal to the amount of the Equipment. b) Leased Equipment: Contractor shall report sales according to the Purchased Equipment methodology described in 3.3.4(a), or they may report the actual amount invoiced(less any taxes) for the lease during the reporting period(calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Estimated Service and Supplies."Thus, in the Contractor's Detailed Sales Report, for each item leased, there will be two-line items: one for the invoice amount to the customer for the Equipment,and one for the Estimated Service and Supplies. 3.3.5. Some Participating States may require a fee be paid directly to the Participating State on sales made by Purchasing Entities within that state.For all such requests,the fee level, payment method, and schedule for such reports and payments will be incorporated into the Participating Addendum. The Contractor may adjust this Master Agreement pricing accordingly for sales made by Purchasing Entities within the jurisdiction of the Participating State requesting the additional fee. 3.4. NASPO ValuePoint Summary and Detailed Usage Reports The Contractor shall provide the following NASPO ValuePoint reports: 3.4.1. Summary Sales Data.The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at h tp:/ w w.nas a ar 1 D/ alcu�aata�r a . Any/all sales made under the Contract shall be reported as cumulative totals by state, which are inclusive of all line items identified in the Detailed Sales Report.Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30)days following the end of the calendar quarter(as specified in the reporting tool). 3.4.2. Detailed Sales Report.Contractor shall also report detailed sales data by: a) State; b) Customer Type(e.g. local government, higher education, K-12,non-profit); c) Customer bill-to name and address; d) Contractor or Authorized Dealer Order number; e) Customer purchase order number; f) Customer number; g) Order type(e.g. sales Order,credit, return, upgrade); h) Purchase order date; Page 13 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement'Terms and Conditions,CMS#140595 dq 00 0 N i) Ship date; j) Invoice date and number; k) Product number and description 1) List Price/MSRP; m) Contract Price; n) Quantity; o) Total Price; p) NASPO ValuePoint Admin Fee amount;and q) Dealer. 3.4.3. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30)days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email,CD-ROM or flash drive. Detailed sales reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement.The format for the detailed sales data report is shown in Exhibit F(NASPO ValuePoint Detailed Sales Reporting Template). 3.4.4. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of(state and agency,city,county, school district,etc.)and the amount of sales. No personal identification numbers,e.g. names, addresses, social security numbers or any other numerical identifier,may be submitted with any report. 3.4.5. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes,at a minimum,a list of states with an active Participating Addendum, states that Contractor is in negotiations with, and any PA roll out or implementation activities and issues.NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary.The executive summary is due thirty(30)days after the conclusion of each calendar quarter. 3.4.6. Timely submission of these reports is a material requirement of this Master Agreement.The recipient of the reports shall have exclusive ownership of the media containing the reports.The Lead State and NASPO ValuePoint shall have a perpetual,irrevocable,non-exclusive, royalty free, transferable right to display, modify,copy,and otherwise use reports,data and information provided under this section. 3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review 3.5.1. Contractor agrees to work cooperatively with NASPO ValuePoint personnel to ensure that Contractor's personnel will be educated regarding the provisions of this Master Agreement, as well as the competitive nature of NASPO ValuePoint procurements, the Participating Addendum process,and the manner in which Participating Entities can utilize this Master Agreement. 3.5.2. Contractor agrees, as Participating Addenda are executed, and if requested by NASPO ValuePoint personnel,to provide plans to launch this Master Agreement program within the Participating State. Plans will include timeframes to implement this Master Agreement and Participating Addendum, as well as confirmation that the Contractor's website has been updated to properly reflect the contract offer as available in the Participating State. 3.5.3. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum,to consider customer proposed terms and conditions,as deemed important to the customer, for Page 14 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 LO 00 0 N possible inclusion into the Participating Addendum. Contractor shall ensure that their sales force is aware of this contracting option. 3.5.4. Contractor agrees to fairly,actively,and equally promote and advertise their NASPO ValuePoint Master Agreement at all trade shows and Dealer meetings whereby Contractor displays or refers to their government contract award offerings. 3.5.5. Contractor agrees, within 30 days of this Master Agreement effective date,to notify the Lead State and NASPO ValuePoint of any contractual most-favored customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement,or whose terms provide for adjustments to future rates or pricing based on rates,pricing in,or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint,Contractor shall provide a copy of any such provisions. 3.5.6. Contractor agrees to participate in person at an annual performance review, which may include a discussion of marketing action plans,target strategies, marketing materials, reporting, and timeliness of administration fee payments.The Lead State and NASPO ValuePoint shall determine the location of the performance review. 3.5.7. Contractor agrees that Contractor may not use the NASPO ValuePoint logos in sales and marketing materials until a logo-use agreement is executed with NASPO ValuePoint. 3.5.8. The Lead State shall evaluate the utilization of this Master Agreement at the annual performance review.The Lead State may, in its discretion,cancel this Master Agreement pursuant to§1A,or not exercise an option to renew, when Contractor utilization does not warrant further administration of this Master Agreement.The Lead State may exercise its right to not renew this Master Agreement if Contractor fails to record or report revenue for three consecutive quarters, upon a 60-calendar day written notice to the Contractor.Cancellation based on nonuse or under- utilization will not occur sooner than two(2) years after execution of this Master Agreement.This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel this Master Agreement pursuant to §1.4.4 or to terminate for default pursuant to §6.10. 3.6. NASPO ValuePoint eMarket Center 3.6.1. In July 2011,NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER)whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint customers to access a central online website to view and/or shop the Products and Services available from existing NASPO ValuePoint Cooperative Contracts.The central online website is referred to as the NASPO ValuePoint eMarket Center. 3.6.2. The Contractor shall have visibility in the eMarket Center through one of the following no-cost options: a) Ordering Instructions i. The Contractor shall provide a link to their website,their Price list, their Dealer list, and any additional information they would like the customer to have in regards to placing Orders. ii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have thirty(30)days to provide NASPO ValuePoint with the Ordering Instructions. b) Hosted Catalog i. The Contractor shall provide a Iist of its awarded Products and Services pricing via an electronic data file,in a format acceptable to JAGGAER. Page 15 Copiers and Managed Print Services-RFP•NP•1M01,NASPO ValuePoint Master Agreement terms and Co-editions,CMS#140595 to 00 0 N ii. In order to maintain the most up-to-date version of its Product offerings,the Contractor must submit electronic data to the eMarket Center no more than four(4)times per calendar year. iii. Upon receipt of written request from the eMarket Center Site Administrator,the Contractor shall have fifteen(15)days to set up an enablement schedule with NASPO ValuePoint and JAGGAER.The schedule shall include future calls and milestone timeframes related to testing and go-live dates. iv. The Contractor shall have ninety(90)days from the receipt of written request,to provide the Hosted Catalog to NASPO ValuePoint. v. The Hosted Catalog must be strictly limited to the awarded Products and Services,and must contain the most current approved pricing, including applicable quantity discounts. A. The catalog must include a Lead State Contract identification number and detailed Product Iine item descriptions. vii. The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements.Although Suppliers in the SQSN normally submit one(1)catalog, it is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example,the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing,or a Participating State or Entity has determined that they will not allow all awarded Products and Services under their Participating Addendum. SciQuest will deliver the appropriate contract files to the user viewing the catalog. c) Punch-Out Catalog L The Contractor shall provide its own online catalog, which must be capable of being integrated with the eMarket Center via Commerce eXtensible Markup Language (cXML). R. The Contractor shall validate that its online catalog is current by providing a written update to the Lead State every four(4) months, verifying that they have audited the offered Products and Services pricing. W. The Contractor shall have ninety (90)days from the receipt of the written request,to deliver the Punch-Out Catalog to NASPO ValuePoint. iv. The Punch-Out Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts. v. The catalog must include a Lead State Contract identification number and detailed Product line item descriptions. A. The site must also return detailed UNSPSC codes for each line item. vii. Contractor shall provide a-Quote functionality to facilitate volume discounts. viii.The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements.It is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example,the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing, or a Participating State or Entity has determined that they will not allow all awarded Products and Services under Page 16 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 Iti too 0 N their Participating Addendum.JAGGAER will deliver the appropriate contract files to the user viewing the catalog. 3.6.3. Revising Pricing and Products a) Any revisions to Product offerings(new Products, altered SKU's,etc.) must be pre-approved by the Lead State, and will be allowed once per month. b) Updated Product files are required by the V of the month and shall go into effect upon approval by the Lead State. i. Files received after the lst of the month may not be approved for up to thirty (30)days following submission. ii. Errors in the Contractor's submitted files may delay the approval process. 3.6.4. Supplier Network Requirements for Hosted and Punch-Out Catalogs a) Contractor shall join the JAGGAER Supplier Network(SQSN)and shall use the JAGGAER's Supplier Portal to import the Contractor's catalog and pricing files into the JAGGAER system. b) Contractor can receive Orders through electronic delivery(cXML) or through low-tech options such as fax. c) More information about the SQSN can be found at www.seiguest.com, or by contacting the JAGGAER Supplier Network Services team at 800-233-1121. 3.6.5. Order Acceptance Requirements for Hosted and Punch-Out Catalogs a) Contractor must be able to accept Orders via fax or cXML. b) The Contractor shall provide confirmation via phone or email within 24 hours of Order receipt. c) If the Order is received after 3pm(EST) on the day prior to a weekend or holiday, the Contractor must provide confirmation via phone or email on the next business day. 3.6.6. UNSPSC Requirements a) Contractor shall support use of the United National Standard Product and Services Code (UNSPSC). UNSPSC versions that Contractors must adhere to are provided by JAGGAER and upgraded each year. b) NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC,and Contractor shall be required to support the migration effort. c) All line items for Products and Services provided under this Master Agreement must be associated to a UNSPSC code. d) All line items must be identified at the most detailed UNSPSC level, indicated by segment, family,class, and commodity. 3.6.7. Applicability.Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center,and that NASPO ValuePoint may elect at any time to remove any Contractor offerings from the eMarket Center. 3.6.8. Several NASPO ValuePoint Participating States and Entities currently maintain separate JAGGAER eMarket Place accounts. In the event that one of these Participating States or Entities elects to use this NASPO ValuePoint Master Agreement(available through the eMarket Center), Page 17 Copiers and Managed Print Services-RFP-NP-1&001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 00 00 0 N but publish the information to their own eMarket Place, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint, and agrees to take commercially reasonable efforts to implement such separate JAGGAER catalogs. 3.7. Right to Publish Throughout the duration of this Master Agreement,Contractor must secure from the Lead State, prior approval for the release of any information, including any written correspondence, which pertains to the potential work or activities covered by this Master Agreement.The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the Products and Services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of this Master Agreement for cause. 3.8. Individual Customers Except to the extent modified by a Participating Addendum,each Purchasing Entity shall follow the terms and conditions of this Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in this Master Agreement, including but not limited to,any indemnity or right to recover any costs as such right is defined in this Master Agreement and applicable Participating Addendum. Each Purchasing Entity will be responsible for its own charges, fees,and liabilities.The Contractor will apply the charges and invoice each Purchasing Entity individually. 4. STATEMENT OF WORK 4.1. Overview 4.1.1. Contractor guarantees a continuing supply and consistent quality of Equipment,Accessories, software, Supplies, and Services offered. 4.1.2. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in §4.3.9. 4.1.3. Contractor shall maintain compliance with all requirements of this Master Agreement throughout the duration of the Contract. 4.1.4. A Purchasing Entity that purchases or leases Equipment may issue an Order,pursuant to the terms and conditions that are incorporated into this Master Agreement,and according to the requirements listed in their states' Participating Addendum, including, but not limited to,the issuance of Contractor's Supplemental Documents, which are attached as Attachment A through Attachment H. Each Participating State or Entity shall be responsible for negotiating the terms and conditions of each of the aforementioned Attachments, as well as any additional EULA's the Contractor may provide under an Order. 4.1.5. Per Section 508 of the United States Workforce Rehabilitation Act of 1973, Contractor provides Devices under Groups A, B,C, D, E,and F, which are accessible to people with disabilities. 4.1.6. MPS; a) Contractor may provide MPS on Group A,Group B,Group C, Group D,Group E, and Group F. b) Contractor may not provide MPS maintenance or repair Services on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless they have a written agreement with the Manufacturer to do so. Page 1 Copiers and Managed Print Services- - P-1 -001,NASPO ValuePoint Masker Agreement Terms and Conditions,CMS#140595 0) 00 0 N 4.1.7. Survivability: a) Any Order placed under this Master Agreement shall survive the expiration of this Master Agreement unless otherwise specified in a Participating Addendum. b) Contractor is not permitted to increase pricing on any Order that was placed prior to the expiration of this Master Agreement. 4.1.8. Contractor shall notify the Lead State, Participating States,Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices,or any applicable notice regarding the Products being sold.This notice must be received in writing(via postal mail or email) within thirty (30)calendar days of Contractor learning of such issues. 4.2. Authorized Dealers 4.2.1. Contractor may engage Authorized Dealers, who shall be Contractor's agent and Subcontractor for providing sales and support for the Products and/or Services purchased by the Purchasing Entity under this Master Agreement. 4.2.2. In the event Contractor elects to use Authorized Dealers in the performance of the specifications, Contractor shall serve as the primary Contractor,and shall be fully accountable to the Lead State for assuring that the Authorized Dealers comply with the terms and conditions of this Master Agreement, and shall be liable in the event that Authorized Dealers fail to comply with such terms and conditions. 4.2.3. Authorized Dealers shall be expected to stay current with Contractor's Products, pricing,Master Agreement, and Participating Addendum requirements. 4.2.4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly. 4.2.5. Contractor must disclose to the Lead State,a list of all Authorized Dealers that provide Products and/or Services, utilizing Exhibit D (Authorized Dealers by State). 4.2.6. Contractor shall send notice to the Lead State, utilizing Exhibit E(Authorized Dealer Form) and the Authorized Dealers by State, within three(3)calendar days of engaging or removing a Dealer. 4.2.7. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached.In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. 4.2.8. If an Authorized Dealer is performing unsatisfactorily,or is not in compliance with this Master Agreement,then it shall be at the discretion of the Lead State, upon recommendation from the Participating State,to either remove the Dealer from the Contract, or in the case of multiple branch locations in one state,or multiple states, remove them as a Dealer from the location in which they are not in compliance. Alternatively, the Contractor may investigate and consult with the Participating State and/or the Purchasing Entity as appropriate, and use commercially reasonable efforts to resolve the dispute. 4.3. Product Offerings 4.3.1. Group Segments.Contractor shall offer Products under the following Groups: Page 1 Copiers and Managed Print Services- FP- P-1 M01,NASPO'ValuePoint Master Agreement Terms and Conditions,CMS#14DSSS 0 0) 0 N Group -IVIFD, I ; Color and Segment PPM 2 20-30 3 31 -40 ..,,,,,,, ..,. ,,,,,, 4 41 -50 51 - 60r,m , rrrrrrr �, 6,� 61 -70 ,. ,,,,,,,,,, ,,,,,,,,,,,,, 7 71 --90 ................ ......... . Group B-MFD, A4 [ ; [ r tPPIVI Up-t,o„2,,.-0 ....,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,, 2 21 -30 __....... ......___..... . .... _mm _. .........__3 ® .... 4,-....... ,,,,,,,,,, .... ....... -`„„mm.,,,,,, ,,,,.5-_.,-...... ,,,,,,,,,,.........................,,_................, ...................... ..... .,,, m mmmm-m mm mmmm.mm 5 51 -60 Group - Production Equipment I Color and B&W Segment PPM 1 5-7 80-89 110 111 - 10 5 1+ Group -Single-function Prin r IColor Segment PPIVI 1 Upto20 1 - 0 3 1 - 0 1+ Group E-LargeNVIde FormatEquipment IColor Segment 1 or D Size *(speeds arebased output) Low 1 -3 Medium Law 4-8 Medium ih - 1 i + Page 20 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePa t Master Agreement Terms and Conditions,O 4 140595 0 N Group F- Scanners Segment PPM 1 10 29 .... w„,,,......,, --.....................,,,,,,,,,,,,,...............................m,.,,,,,,,,,,,,,,,,..................,,.,,,............,,,,,,,,.,,,,,., ..............,,............... 2 30—49 ............3„.............,,,, ..,,,, .. 5a,, ,fi9....................... .................................., _...........-..................... .................................................................................................._................................................................................................................................................. 4 70-89 5 90— 110 ............................................ rrrrrrrrrrrrrrm, .m nrrrrrrr.. .,,,,,,, �.. ,.,,nrrrrrrrrrrrrrrrr..,,,, 6 111 — 130 .,,,rrr„m. ...„..........„.....,,.,...,,,�,rrr,.,,,�,n„rv,,,,m„m„m„m,,.,.rmrmrmrmr..,,m„m„m,,..,.,.,,m,.r 7 131+ 4.3.2. Device Configurations.Contractor's Devices shall be equipped,at a minimum, with the following Accessories/capabilities: a) Group A—MFD,A3 i) New Power Filter; ii) Duplex for Segment 3 and above; iii) Standard paper drawer(s)equal to or greater than: 1) One(1) paper supply for Segment 2; 2) Two(2) paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11" x 17'; and v) Bypass paper supply, if applicable for Segment. b) Group B—MFD,A4 i) New Power Filter; ii) Bypass paper supply; iii) Standard paper drawer(s)equal to or greater than: 1) One (1)paper supply for Segments 1 and 2; 2) Two(2) paper drawers for Segments 3 and 4;and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 81/2"x IV; and v) Envelope adjustment capability. c) Group C—Production Equipment i) New Power Filter; ii) Bypass paper supply; iii) Standard paper drawer(s)equal to or greater than: 1) One(1)paper supply for Segments 1 and 2; 2) Two(2)paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 8 1/2" x 14"; and v) Envelope adjustment capability. Page 21 Copiers and Managed Print Services-RFP-NP-1"01,NASPO VeluePoint Master Agreement Terms and Conditions,CMS 0 140595 N 0) O N d) Group D—Single-function Printers i) Must include an inkjet, light emitting diode(LED),or laser print engine; ii) Standard paper dmwer(s); iii) Standard paper capacity; and iv) Network connectivity. e) Group E—Large(Wide Format Equipment i) Hard-Disk drive; ii) Network connectivity; iii) Touch screen control panel;and iv) Automatic Media Selection—a built-on sensor detects the size of the original and the proper media size is then selected. f) Group F—Scanners i) Charge-Coupled Device (CCD) or Contact Image Sensor(CIS); ii) Automatic Document Feeder(ADF); iii) Letter or legal paper size capacity; iv) Color depth of at least 24 bytes; and v) Single pass duplex scan. 4.3.3. Device Standards. Devices shall meet the following requirements: a) Group A and Group B Base Units are OEM only; b) Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1)year of being added to the Master Agreement Price List; c) Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze Standard within one (1)year of being added to the Master Agreement Price List; d) If Contractor's Devices fail to meet the EPEAT Bronze Standard,or be Energy Star compliant (applicable to Group D Devices only) within one(1) year, then they will be removed from the Price List; e) Must be Newly Manufactured,current, Remanufactured,or Refurbished,except as specified in a Participating Addendum; f) Devices, when installed,and if available, must be set-up to receive automatic software updates and patches. For new software versions or upgrades that carry an additional cost,updates will not be done automatically; rather,Contractor or their Authorized Dealer will inform the Purchasing Entity of the new version and assist them in their decision to upgrade based on needed functionality and compatibility with their existing Equipment. g) Specifications must be published on Contractor's website; h) MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer's website; i) Must maintain a PPM speed, according to Segment classification; and Page 22 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS R 140595 M M O N j) Must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste(PCW)paper.Contractor may not fault the use of recycled paper for Device failures, as Iong as the recycled paper in use meets the standard paper specifications(e.g., multi-purpose, copy,or laser paper). 4.3.4. Device Exceptions a) Group C, Group D,Group E,and Group F will not be restricted to OEM, and do not have to be Private Labeled; b) Group C, Group E,and Group F are not required to be EPEAT registered or Energy Star compliant; c) 3D Printers may be offered by Contractor,and shall be priced based on a minimum discount of 10%; d) Digital Duplicators may be offered by Contractor,and shall be priced based on a minimum discount of 64%; e) Inkjet and Digital Presses may be offered by Contractor,and shall be priced based on the minimum discount offered in the Segment to which they belong(refer to the Group C Price List for Segment discounts); f) Roll-Fed Wide Format Printers may be offered by Contractor, and shall be priced based on a minimum discount of 10%. g) Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs (refer to the Group E Price List for Segment discounts). 4.3.5. Accessories a) Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device. b) Contractor shall maintain a separate price list for Accessories for Base Units that have been discontinued.The pricing must be based on the same discount offered, per the `Discount from MSRP' tab,on the applicable Group Price List. c) Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint and/or WSCA Master Agreements,as well as via any other means. 4.3.6. Software a) Contractor shall provide software to enhance the capabilities of the Devices,or software may be provided as a standalone option on any pre-owned,purchased, or leased Device. b) Contractor shall provide OEM and/or Third Party Software. c) All software drivers shall be,at a minimum,Windows 7 compliant,and all Devices must have universal software drivers. d) Purchasing Entities that acquire software Products (not including Embedded Software) shall be subject to the software developers' end-user license agreements distributed with such software Products,as referenced in Attachment F through Attachment H, and as additionally provided by Contractor upon Order placement. However, the Master Agreement will supersede and Page 23 Copiers and Managed Print Services-RFP-NP-1M01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS t1 140595 d 0 0 N control if there is conflicting language between the Master Agreement, and any software license agreement. 4.3.7. Consumable Supplies a) Contractor shall offer OEM or compatible Ink and Roll paper for Group E Devices.The Ink and/or paper may be purchased as standaIone items,and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease agreement. b) Contractor shall offer OEM or compatible consumable for Supplies for Groups A, B,C, D, and F.These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity,be financed, unless they are start-up Supplies.The Supplies that may be offered include,but are not limited to, the following: i) Toner; ii) Staples; iii) Ink; iv) Print Cartridges; v) Imaging Drums; vi) Fuser Kits; vii) Transfer Kits; viii) Waste Toner Bottles; ix) Ozone Filters; x) Developer; A) Rollers and Pads;and xii) Maintenance Kits. c) Toner must be free of carcinogenic, mutagenic,or teratogenic substances. d) Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge. 4.3.8. Rem anufactured/Refurbished Equipment a) Contractor may offer Remanufactured and/or Refurbished Equipment under Group A, B,C, D, E, and F. b) Remanufactured and Refurbished Equipment is not required to be EPEAT registered or Energy Star compliant. c) Equipment may be acquired via a purchase or lease agreement. d) Contractor must notify the Purchasing Entity in writing, when Remanufactured or Refurbished Equipment is being offered. e) All Remanufactured or Refurbished Equipment must be clearly labeled as such,and must be certified by the Manufacturer. Page 2 Copiers and Managed Print Services-RFP-NP-164301,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 to 0) 0 N f) Remanufactured Equipment must be priced according to the minimum discount offered for similar Equipment in Group A, B,C, D,E, and F. g) Refurbished Equipment shall be offered at a minimum discount of 14%a less than the lowest priced Device of the Group and Segment to which the Refurbished Equipment belongs. h) Service and Supplies for Remanufactured and Refurbished Equipment will receive the same pricing as the published price for the Group and Segment to which it belongs. 4.3.9. Open Market Items a) Contractor may offer Not Specifically Priced(NSP)items that compliment or enhance the Products and/or Services.NSP items will not include: i) Interactive White boards; ii) Computers, monitors, or other related items; iii) Fax machines; iv) Overhead Projectors; and v) Cameras. b) NSP items may only be acquired through the Contractor or their Authorized Dealers and must be reported quarterly with all other sales. c) NSP items must be priced at a minimum discount of 15% from MSRP or List Price. d) NSP items shall not be offered to a Purchasing Entity as a stand-alone option,and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity. e) It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum. 4.3.10. Emerging Technologies a) Upon approval from the Lead State,Contractor may add new, related technology. b) Technology does not have to be restricted to OEM, nor does it have to be Private Labeled. c) Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product,along with MSRP and pricing information, as well as an explanation/justification as to how the Product conforms to the requirements of this Master Agreement. d) Any new technology must be priced at a minimum discount of 3%. 4M4,. Service Offerings 4.4.1. Managed Print Services a) Contractor shall provide the following: i) Free Initial Assessment—which shall include the following: 1) Document workflow 2) Identification of Service,Supplies,and parts 3) Current output Page 25 Copiers and Managed Print Services s RPP-NP-18.001,NA'SPo Va6uaP nt MaMar Agroamoni Terms and Conditions.CMS#140595 ct, 0 N 4) Total Cost of Ownership(TCO) 5) Employee to Device ratio d) Preliminary estimated cost savings ii) Implementation—which shall consist of the following: 1) Plan Development 2) Hardware and Software Installation and Set-up for remote management/MPS account management software. iii) Remote Device Monitoring—which shall include the following: 1) Job Accounting 2) Automated Meter Reads 3) Automated Toner Replenishment iv) End-user Support—which shall include the following: 1) Training 2) Help Desk Services v) Account Management—which shall include the following: 1) Reporting 2) Invoicing 3) Customer Business Reviews b) Contractor may also provide the following: i) Maintenance 1) Preventative Maintenance 2) Service and Repair 3) On-site break/fix 4) Parts Management 5) Warranty Management ii) Ongoing Fleet Management and Optimization 1) Consumable Spend 2) Continual Assessments 3) Green Initiatives 4) Add/Move/Change Services 5) Disaster Recovery iii) Cost Based Assessment 1) Asset Mapping 2) End-user Survey 3) Detailed Recommendation 4) Analysis and Plan Design Page 26 Copiers and Managed Print Services-RFP-NP-18-001,NASPQ ValuePoint Master Agreement Terms and Conditions,CMS R 140595 ti C) N iv) Change Management v) Professional Services c) All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work,as referenced in Exhibit C (Sample MPS Statement of Work), Attachment C(Canon Sample MPS Agreement Terms and Conditions),and Attachment D(Canon Sample MPS Customer Expectations Document),and they must be approved by both parties prior to the initiation of any engagement. d) The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity,Contractor must provide the assessment with the understanding that the Purchasing Entity is under no obligation to enter into an MPS engagement. e) MPS pricing and billing options shall be flexible, as long as pricing doesn't exceed Master Agreement pricing, and the Purchasing Entity will drive the complexity of the solution required with a staged approach to implementation. 4.4.2. Maintenance Agreements a) Pricing i) Pricing shall include a zero base,cost per click rate for b&w and/or color for Groups A, B, C and D. ii) Pricing for a monthly base charge,a set copy allowance and an overage rate for b&w and/or color shall also be provided. iii) Pricing must be provided that includes all parts, labor,Preventative Maintenance,Service Calls, and Supplies for Groups A, B,C and D. iv) A pricing option for ALL Groups shall include parts, labor, Preventative Maintenance(if applicable), and Service Calls,but excludes Supplies. v) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing. vi) Contractor may increase their Service and Supply pricing to include staples(if applicable to the Device). vii) Contractor may charge flat rate fees for Services performed on any Accessories. viii) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement,and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. ix) 11"x1T'impressions: 1) ShalI be counted as two(2)clicks on Group A Devices;and 2) May be counted as two (2)clicks on Group C Devices. x) Contractor shall offer a one(1)click rate that encompasses all paper sizes for Group C Devices. xi) A two-sided document shall be counted as two(2)clicks. xii) Contractor must not charge for scans on any MFD. xiii) Initial Term: 1) Pricing shall remain firm for the initial term of the Maintenance Agreement. Page 27 Copiers and Managed Print Services-FFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 eD 0) 0 N 2) For leased Equipment, the Maintenance Agreement term is equal to the term of the lease(i.e. 24, 36,48 months etc.). 3) For purchased Equipment,the initial term is whatever period of time the Purchasing Entity elects,as long as it does not exceed 60 months on Group A, Group B, Group D, Group E,and Group F Devices and 84 months on Group C Devices. xiv) Renewal Term: 1) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that was acquired under this Master Agreement,then the Contractor may negotiate new pricing.This pricing shall not exceed this Master Agreement pricing. 2) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that was acquired under Master Agreement(3091), then §41A.2(f) shall apply. b) Blended Rates i) Contractor shall have the ability to blend the Service and Supply costs over a Iarge Equipment fleet,and the Blended Rate must cover all units in the fleet. ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement. iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity. c) Manual Meter Reads i) Contractor may collect meter reads from a Purchasing Entity via electronic means. ii) Meter reads may be submitted via the Contractor's online portal,or through e-mail, or facsimile. iii) A Participating State or Entity may also elect, at their discretion,to submit meter reads through the Device. d) Customer Owned Equipment i) Purchasing Entity's may elect to enter into a Maintenance Agreement for Equipment they already own,or Equipment they acquire through an up-front purchase. ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance(if applicable)and Service calls.Supplies may or may not be included. iii) The Maintenance Agreement shall not be subject to automatic renewals. e) Leased Equipment i) Contractor shall be required to provide a Maintenance Agreement on all Equipment that is leased by a Purchasing Entity. ii) The Maintenance Agreement shall be priced based on a cost per click rate,or a monthly base charge. f) Legacy Equipment i) Upon request from the Purchasing Entity,Contractor may provide Maintenance Agreements on any Equipment that is owned or was leased or rented through Master Agreement(3091),or via any other means,providing the following conditions are met: 1) The Device has not reached the end of its Useful Life; Page 28 Copiers and Managed Print Services• F -N •1 1,NASPOValuePoint Master Agreement Terms and Conditions,CMS#140595 0 N 2) The maximum term of the Maintenance Agreement does not exceed the Useful Life of the Device,unless otherwise specified in a Participating Addendum; and 3) The Maintenance Agreement adheres to the same requirements as outlined in §4.4.2(d) and§4.4.2(e). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement,Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to acceptable maintenance levels. iii) If the Device has been at the Purchasing Entity's location for less than five(5)years, then Maintenance Agreement pricing shall not exceed this Master Agreement pricing,until the Purchasing Entity reaches the five(5) year mark. Refer to§4.4.2(f)(iv) below for additional information. iv) If the Device has been at the Purchasing Entity's location for more than five(5)years, then Maintenance Agreement pricing shall not exceed 107% of the Service and Supply pricing in this Master Agreement for years 5 through 7, and 1 l0%n for years 8 and beyond. The Service and Supply pricing that will be used for this calculation will be based on the following: 1) The Group and Segment to which the Device is categorized; and 2) The Service and Supply pricing for that Group and Segment,as listed under Newly Manufactured Equipment in this Master Agreement. 4.4.3. Service Requirements a) Technicians.All technicians shall be factory trained by the OEM and certified to Service the Devices. b) Standard Service Levels.Participating States and/or Entities shall negotiate their own Service Level Agreement(SLA) with the Contractor.The SLA, must,at a minimum, adhere to the following requirements; i) End-User Training 1) An initial, no charge,on-site,one-hour training session for each Device, must be offered by Contractor for all non-desktop Products placed at each Purchasing Entity's location. For drop-shipped or desktop Products, Contractor shall offer an initial,one- hour, no charge, web-based, or online training session. 2) Technical support training shall also be included in the initial,no charge training, and will include network connectivity and print driver installation.This training will be in addition to the one-hour of free training for Device operation. 3) If Purchasing Entity elects to exercise the training option,then Contractor shall provide the training within ten(10) Business Days of Purchasing Entity's request. 4) Contractor shall offer additional on-site,one-hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity prior to Order placement. 5) Contractor must provide on-site or off-site operational training to designated Purchasing Entity personnel,until the personnel are able to operate the Equipment independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem,,if applicable, must be disclosed to the Purchasing Entity prior to Order placement. 6) Contractor shall provide Product literature,user-manuals,and access to on-line resources, if available,at no charge to the Purchasing Entity. Page 29 Copiers and Managed Print Services-R P-NP-18,001„NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 0 0 N 7) Contractor shall provide a toll-free end-user technical support number that Purchasing Entities can utilize for everyday minor troubleshooting. A Purchasing Entity must be able to obtain assistance during Normal Business Hours. 8) Contractor shall provide phone/technical support within two(2) hours of Purchasing Entity's request for assistance. ii) Preventative Maintenance.Contractor shall perform all Preventative Maintenance Services at the Manufacturer's suggested intervals,or as specified in an Order. Preventative Maintenance shall not be a requirement on desktop Devices. iii) Equipment Performance 1) Equipment Downtime shall be calculated from the time a service call is placed with Contractor or with Dealer's dispatch department until the time the technician completes the repair. 2) Equipment Downtime due to lack of consumable Supplies is not acceptable. 3) Equipment Uptime is calculated between 8:30am and 5:00pm,Monday through Friday,excluding Contractor and Dealer holidays. Uptime requirements shall not include Preventative Maintenance service calls,calls which could have been prevented by key operator functions outlined in the Device's operating manual,calls due to customer mishandling, units which are running outside the Manufacturer's optimum performance volume,or Devices which need to be over-hauled as a result of reach the end of Useful Life(in the Contractor's opinion). 4) Devices under 91ppm: Contractor shall guarantee that the fleet of Devices for each Purchasing Entity will be operational at least 96%of the time,during Normal Business Hours for Group A, Group B,Group C,and Group D. 5) Devices over 91ppm: Contractor shall guarantee that digital press Production Equipment for each Purchasing Entity will be operational at least 90% of the time, during Normal Business Hours. 6) If any fleet of Devices fails to perform at the operation level specified in §4.4.3(b)(iii)(4)and(5),then §4.11.13 shall apply. 7) Contractor must provide daily communication to the Purchasing Entity regarding inoperable Equipment,including updates regarding resolution timeframe,and any parts,Accessories,or Devices on back-order. iv) Loaner Equipment.If any Device,excluding digital press Production Equipment, and Group E Equipment, is inoperable for two(2) Business Days, due to Equipment malfunction,as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with: 1) A loaner Device of similar speed and capabilities until such time as the inoperable Device(s)are now operable; or 2) Provide the Purchasing Entity with off-site manned production capabilities to accomplish the work of the unit that is inoperable at the sole expense of the Contractor. Such costs shall be limited to the cost of production (Service and Supplies), Equipment, labor, and transportation to and from the off-site production facility and the Purchasing Entity location. v) Repair Parts 1) Contractor shall guarantee the availability of repair parts for a minimum of five(5) years after the Purchasing Entity's Acceptance of any Device. Page 30 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 V_ 0 N 2) All Device components, spare parts, application software, and ancillary Equipment that is supplied under this Master Agreement, must conform to Manufacturer specifications. 3) Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. 4) Repair parts may be new, reconditioned, reprocessed or recovered. vi) Replacement Equipment 1) If Purchasing Entity is not satisfied with any Device that does not perform up to its documented Equipment specifications,Contractor will, at Purchasing Entity's written request,replace it without charge with an equivalent unit or,upon mutual agreement with the Purchasing Entity, with a Device of comparable features and capabilities. 2) Prior to installing a substitute Device,Contractor will be allowed thirty(30)days to remedy any quality or reliability issues. 3) A designated factory authorized technician must certify each Device's ability to produce acceptable impressions with an acceptable number of copies between calls or uptime.This certification will remain in effect for up to five(5) years from the Purchasing Entity date of purchase or lease, providing the Equipment has not been subjected to abuse or neglect and has been continuously covered by a Maintenance Agreement. This certification will be void in accordance with §4.11.10. vii) Service Zones 1) Unless otherwise specified in a Participating Addendum,Contractor shall adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity: Service Zone Definition Response Time Urban Within 60 miles 4-6 Hours Rural 60— 120 miles 1 -2 Business Days 120+ miles,or only Remote accessible by plane 4-5 Business Days or by boat 2) Repair or replacement of parts and/or Devices shall occur within four(4) Business Days of Contractor arriving at Purchasing Entity's location,with the following exception: ® If Contractor is drop-shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three(3) Business Days. 3) Contractor may charge different rates according to each Service zone. viii) Service Logs 1) Contractors shall maintain a Service log that describes the maintenance and repair Services provided for each Device. 2) A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request. ix) Equipment Relocation 1) Equipment relocation Services include dismantling, packing,transporting, and re- installing Equipment. Page 31 Copiers and Managed Print Services-RFP•NP-1B-001,NASPO ValuePoint Master Agreement Terms and Conditions„CMS N 140595 N O V_ N 2) Contractor may charge for this Service based on the following table: Service Distance from original placement Charge Zone of Device ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 1 Within the same building No Charge Allowed* Up to 50 miles from building in Flat Rate Fee, plus 2 which Device was originally placed Per Mile or Hourly Fee ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, More than 50 miles from building in Flat Rate Fee, plus 3 Per Mile which Device was originally placed Feea Hourly '*.Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity's demographics require such rigging for Zone 1 relocation's. Contractor and Purchasing Entity shall agree upon the price in writing prior to any Equipment relocation in Zone 1. 3) Contractor shall not charge for any fees incurred due to fuel or tolls. 4) Moves must be performed within thirty (30)calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three(3)Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame. c) Meter Read Invoicing i) In order for Contractor to generate accurate invoices,Purchasing Entities shall provide meter reads within the Contractor's requested time-frame. ii) Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. iii) The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30)day cure period to address any such issue. During the thirty (30)day cure period,the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date. iv) Failure on the Contractor's part to maintain accurate invoicing shall result in a$25.00 per instance credit on the following month's invoice. d) Service Level Calculations i) At the discretion of the Participating State or Entity,Contractor shall produce reports that can be measured against the required SLA components. Refer to §4.4.3(e) for reporting requirements. ii) The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity's Participating Addendum. e) Reporting.Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis,or at the discretion of the Participating State or Entity. i) The report shall include the following: 1) Up-time percentage (%) per fleet of Devices; Page 32 Copiers and Managed Print Services-RFP•NP-1M01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 M O N 2) Number of Service Calls placed; 3) Response Time per Device; 4) Dates that Preventative Maintenance was performed, if applicable; 5) Hours of end-user training performed; and 6) Estimated end of Useful Life per Device,based on current usage. ii) The report may include,but not be limited to, the following: 1) Location of Devices; 2) Click usage per Device; and 3) EPEAT certification level of each Device. f) Additional Terms and Conditions.Maintenance Agreements shall be subject to the additional terms and conditions set forth in Attachment B (Canon Maintenance Terms and Conditions),and Attachment E (Digital Press Production and Large Format Equipment Master Services Agreement Terms and Conditions). 4.4.4. Software Subscriptions a) Software pricing shall be inclusive of available software patches and any updates. b) Purchasing Entities shall have the option to finance software subscriptions according to the lease rates listed in Groups A, B,C, D, E, and F of the Master Agreement. c) Any new releases of software versions(upgrades) shall be chargeable to the Purchasing Entity; however,Contractor may not charge for the installation of the software upgrade. d) License fees and support fees shall remain firm throughout the term of the agreement. e) Software subscriptions shall not be subject to automatic renewals. Should there be any conflicting language between the software EULA and the Master Agreement, the Master Agreement shall govern and control. f) Contractor shall be responsible for communicating all updates,patches,and new releases/versions to Purchasing Entities. g) Contractor shall provide a web-based or toll-free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions. 4.5. Purchase and Lease Programs 4.5.1. Contractor shall offer the following acquisition methods: Financial Vehicle Standard Terms Offered Purchase NIA Fair Market Value Lease $1 Buyout Lease 12, 18, 24, 36,48 and 60 months Straight Lease Short-Term Lease 1 12 months 4.5.2. All Products on Contractor's Price List may be purchased or leased,either as a packaged-deal,or stand-alone item. 4.5.3. Contractor shall also offer 72 and 84-month lease rates for Group C Devices only. Page 33 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 dq 0 N 4.5.4. Equipment Trade-In a) A Purchasing Entity shall have the option,at the Contractors sole discretion, and based upon Participating State or Entity regulations and Iaws, and Purchasing Entity policies, to do an Equipment Trade-In, when placing a purchase or lease Order. b) The value for the Equipment Trade-In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees. 4.5.5. Lease Rates a) Contractor shall include an estimated property tax amount in their lease rates. b) The rate for any lease shall remain fixed throughout the Initial Lease Term. c) Equipment Payments for Renewal Terms shall never exceed Master Agreement pricing. d) If a Purchasing Entity enters into a Renewal Term, then the Equipment Payment will be subject to the lease rates listed in the most recent Price List(s)posted on the NASPO VaIuePoint website. c) Contractor may update lease rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or something similar, and must be the rate in effect at the end of each calendar quarter. Refer to rq,5 urge-c rater/Oate ch !q,-e t rlinterestm ..__rateslPgZq extView aspx?data yield„for additional information. f) On a quarterly basis,Contractor may update the personal property tax uplift on lease rates based on the participation of states not listed in the RF'P, or a change in the property tax assessed by states that are listed in the RFP. g) Contractor shall offer Coterminous lease rates to any Purchasing Entity wishing to add Products to an existing lease agreement. 4.5.6. Leasing Overview a) All lease programs must remain with the Contractor or Authorized Dealers through an in-house leasing program,or through the financial branch or subsidiary of the Contractor. In addition, Contractor and their Authorized Dealers may use Third Party leasing companies,but all billing must be invoiced in the name of the Contractor or their Authorized Dealer, and all contractual obligations shall remain with the Contractor. b) A Purchasing Entity may lease Equipment pursuant to the terms and conditions identified herein. c) A Purchasing Entity that leases Equipment may issue an Order, pursuant to the terms and conditions that are incorporated into this Master Agreement,and according to the requirements listed in their states' Participating Addendum. Without limiting the foregoing,each Order shall, except as otherwise provided in the applicable state's Participating Addendum,be subject to and be governed by the terms and conditions of Attachment A (Canon Lease Agreement Terms and Conditions). d) Lease agreements shall not be subject to automatic renewals. e) In the event that the term of a lease agreement extends beyond the term of the Participating Addendum,the terms and conditions of this Master Agreement and Participating Addendum shall continue to apply. Page 34 Copiers and Managed Print Services-AFP-NP-IM01,NASPO VaIuePoint Master Agreement Towns and Conditirns,CMS N 140'59r in 0 N f) A lease agreement issued prior to the termination of this Master Agreement and Participating Addendum,shall survive the termination of this Master Agreement and the Participating Addendum. g) With the exception of a$1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Equipment at the end of the Initial Lease Term,or at the end of the Renewal Lease Term, or the Contractor may pick the Equipment up, without any further financial obligations to the Purchasing Entity. h) Equipment pickups must be performed within thirty(30)calendar days of the end of the Initial or Renewal Term. i) Equipment returns must be performed within thirty (30)calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity. j) Contractor shall be responsible for all Product pickup and return costs. k) The maximum term on any Initial Lease Term shall be 60 months, with the exception of Group C Devices, which shall have a maximum term of 84 months,and with the exception of Short- Term Leases, which shall have a maximum term of 12 months. 1) The length of a Renewal Term shall be at the discretion of the Participating State or Entity,but at no time shall the Renewal Term exceed the Useful Life of the Equipment. m) All Renewal Terms shall be billed on a monthly basis. 4.5.7. Leasing Options a) FMV Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36,48 or 60 months for Group A,Group B,Group C,Group D,Group E and Group F,at the discretion of the Participating State or Entity. In addition,a Participating State or Entity may elect to enter into 72 and 84-month terms for Group C only. ii) Upon the expiration of the Initial Lease Term,a Purchasing Entity may do one of the following: 1) Exercise their purchase option; 2) Renew the lease on a month to month basis, or a 12-month basis,at the discretion of the Participating State or Entity; or 3) Return the Equipment to the Contractor, or have the Contractor pick the Equipment up. b) $1 Buyout Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36,48 or 60 months for Group A, Group B,Group C,Group D, Group E and Group F, at the discretion of the Participating State or Entity. In addition,a Participating State or Entity may elect to enter into 72 and 84mmonth terms for Group C only. ii) Upon the expiration of the Initial Lease Term,the Contractor shall provide title to the Equipment to the Purchasing Entity,or as otherwise determined in a Participating Addendum,and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Equipment. Page 35 Copiers and Managed Print Services m W-NP-18-001,NASPO VatuePoint Master Agreement Terms and Conditions,CMS N 140595 to 0 N c) Straight Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36,48 or 60 months for Group A,Group B, Group C,Group D,Group E and Group F, at the discretion of the Participating State or Entity. In addition,a Participating State or Entity may elect to enter into 72 and 84-month terms for Group C only. ii) Upon the expiration of the Initial Lease Term,a Purchasing Entity may do one of the following: 1) Renew the lease on a month to month basis, or a 12-month basis,at the discretion of the Participating State or Entity; or 2) Return the Equipment to the Contractor,or have the Contractor pick the Equipment up. d) Short-Term Lease i) A Purchasing Entity shall have the option to enter into a maximum lease term of 12months. ii) Upon the expiration of the lease term,a Purchasing Entity shall return the Equipment to the Contractor,or have the Contractor pick the Equipment up. 4.5.8. Leasing Terms and Conditions a) Possession and Return of Leased Equipment i) Purchasing Entity is responsible for risk of loss to the Products while the Products are in Purchasing Entity's possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Products during periods of transportation and de-installation. ii) Contractor or Authorized Dealer must notify a Purchasing Entity, in writing,of their End of Term(EOT)options at least sixty(60) to ninety(90)days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to,the following: 1) Any acquisition or return options, based on the type of lease agreement; 2) Any renewal options, if applicable;and/or 3) Hard drive removal and surrender cost,if applicable. iii) If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Equipment, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Equipment, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Product will be mutually arranged, unless otherwise specified in a Participating State or Entity's Participating Addendum. 1) If the Purchasing Entity fails to notify Contractor at least thirty (30)days prior to Iease termination of digital press Production Equipment and/or large format printers, then the lease will automatically renew on a month-to-month basis until the Purchasing Entity notifies the Contractor of their intent. In such a case,the automatic renewal term shall not exceed a maximum of 12 monthly payments. At which point in time, Contractor will make arrangements to pick up the Equipment from the Purchasing Entity. iv) If Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Product available to Contractor in as good of condition as when Purchasing Entity received it,except for ordinary wear and tear. Page 36 Copiers and Managed Print Services- FP•NP-1 -001,NASP0 ValuePoint Master Agreement Terms and Conditions,CMS k 140595 iti 0 N b) Payment.The first scheduled payment(as specified in the applicable Order), will be due following the Acceptance of the Products, or such later date as Contractor may designate.The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. c) Buyout to Keep Option.A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty(34)days in advance, if they wish to exercise the Buyout to Keep option on an FMV or$1 Buyout 1 Lease. d) Buyout to Return Option.A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty(34)days in advance, if they wish to exercise the Buyout to Return option on an FMV,$1 Buyout or Straight Lease, and return the Equipment to the Contractor in good working condition (ordinary wear and tear excepted). e) Equipment Upgrade or Downgrade.A Purchasing Entity may do an Equipment Upgrade or Downgrade on a lease at any time throughout the term of the lease agreement.The Purchasing Entity and the Contractor shall negotiate the price of the Equipment Upgrade or Downgrade, but at no time shall the total cost of the Equipment Upgrade or Downgrade be less than the remaining stream of Equipment Payments. f) Non-appropriation of Funds.The continuation of any lease agreement will be subject to,and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources.The Purchasing Entity may terminate any such lease agreement, and Contractor waives any and all claim(s) for damages,effective immediately upon receipt of written notice(or any date specified therein) if for any reason the Purchasing Entity's funding sources are not available. g) Assignment i) Purchasing Entity has no right to sell,transfer, encumber, sublet or assign the Product or any lease agreement without Contractor's prior written consent(which consent shall not be unreasonably withheld). ii) Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor's interests in the Product and/or these Lease Terms or any Order for leases, without notice to Purchasing Entity even if less than all the payments have been assigned. In that event,the assignee(the"Assignee")will have such rights as Contractor assigns to them,but none of Contractor's obligations(Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims,defenses or set offs that Purchasing Entity may have against Contractor. iii) No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity. h) Early Termination Charges i) Except in the case of Non-appropriation of funds, FMV,$1 Buyout,Straight and Short- Term Leases shall be subject to an early termination charge,and shall involve the return of the Equipment(in good working condition;ordinary wear and tear excepted)by the Purchasing Entity to the Contractor.With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts),and with respect to Service or maintenance obligations, the termination charge shall not exceed four(4) months of the Service and Supply base charge or twenty- five percent(25%) of the remaining Maintenance Agreement term, whichever is less. i) Default.Each of the following is a"default" under these lease terms: Page 37 and Managed Print Services m RFP®NP®15-001,NASPO valuePoint Master Agreement Terms and Conditions,CMS A 140595 00 0 N i) Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; ii) Any representation or warranty made by Purchasing Entity in these lease terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease terms, and this failure continues for forty-five(45) days (or as otherwise agreed to in a Participating Addendum)after Contractor has notified Purchasing Entity; iii) Purchasing Entity or any guarantor makes an assignment for the benefit of creditors; iv) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or v) Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity's assets. j) Remedies.If a Purchasing Entity defaults on a lease agreement,then Contractor, in addition to, or in lieu of, the remedies set forth in this Master Agreement, and Participating Addendum, may do one or more of the following: i) Cancel or terminate any or all Orders,and/or any or all other agreements that Contractor has entered into with Purchasing Entity; ii) Require Purchasing Entity to immediately pay to Contractor,as compensation for loss of Contractor's bargain and not as a penalty,a sum equal to: 1) AlI past due payments and all other amounts payable under the lease agreement; 2) All unpaid payments for the remainder of the lease term,discounted at a rate equal to three percent(3%)per year to the date of default;and 3) Require Purchasing Entity to deliver the Product to Contractor per mutual arrangements. 4.6. Security Requirements 4.6.1. Network and Data Security a) Devices may be configured to include a variety of data security features.The set-up of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contractor prior to Order placement. b) Contractor will not be permitted to download,transfer,or access print data stored on the Device in either hard drive or chip memory. Only system management accessibility will be allowed. c) Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity's Participating Addendum. 4.6.2. Sensitive Information.Sensitive information that is contained in any Legacy Equipment or applications shall be encrypted if practical. In addition,sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum. 4.6.3. Data Breach.Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST)standards as referenced in Special Publication 800-61, Revision 2 (available at http:lldx.doi.org/10.6028/NIST.SP.800-61r2)and includes, at a minimum, breach detection, breach notification, and breach response. Page 38 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 0) 0 N 4.6.4. Authentication and Access a) Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features. b) Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP)or Static IP address. c) The credential information for any remote authentication method may not be maintained within the Device's memory. d) Access to the Device's administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Equipment installation. 4.6.5. Hard Drive Removal and Surrender a) Contractor shall ensure that all hard drive data is cleansed and purged(if capable) from the Device at the end of its Useful Life, or when any hard drive leaves the Purchasing Entity's possession; or b) At the Participating State or Entity's discretion,Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity's location, moved to another location, or any other disposition of the Device.The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive. c) If Contractor takes possession of any Device at the Purchasing Entity's location,then they shall also remove any ink, toner,and associated Supplies(drum, fuser,etc.)and dispose of them in accordance with applicable law,as well as environmental, and health considerations,or as otherwise specified in a Participating Addendum. d) Hard drive sanitation shall be at no expense to the Purchasing Entity; however,Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession.Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement. e) If the hard drive is not removable,or the Device does not contain a hard drive,then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non- removable hard drive, §4.6.5(a) shall apply. f) If a Contractor is removing another Manufacturer's Equipment, they are not permitted to remove the hard drive, Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices.Contractor shall work with the Manufacturer to ensure the requirements pursuant to this Subsection are met. 4.7. Equipment Demonstration Requirements 4.7.1. Contractor must offer trial or demonstration Equipment for Group A, Group B,and if requested by the Purchasing Entity,Group C,Group D, Group E,and Group F. 4.7.2. Trial or demonstration Equipment may be new or used; however, no used,Remanufactured, or Refurbished Devices shall be converted to a purchase or lease. 4.7.3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Equipment for Groups A, B, and C may be converted to a purchase or lease, providing the following conditions are met: Page 39 Copiers and Managed Print Services,RFP•NP,115�W1,NASPO Va�ueP4"�,n1 Mgigler Agrepmoon1 Terms and Conditions,CMS 0 140595 0 N a) The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined); b) The meter count on Group C Devices not exceed 50,000 copies total(i.e.b&w and color combined); c) The Device must be discounted by at least 5% off of this Master Agreement pricing for that same Device;and d) The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model. 4.7.4. Any trial or demonstration period shall not exceed thirty(30)calendar days. 4.8. Shipping and Delivery Requirements 4.8.1. All Orders,regardless of quantity, shall be delivered to the Purchasing Entity within thirty (30) calendar days after Contractor receipt of Order, unless otherwise specified by a Purchasing Entity. 4.8.2. Software related to the Device must be installed within five(5)Business Days of the Device installation,or as otherwise stated in an Order. 4.8.3. All deliveries shall be F.O.B.destination, freight pre-paid, with all transportation and handling charges paid by the Contractor.The minimum shipment amount, if any, will be found in the special terms and conditions. Any Order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge. 4.8.4. Responsibility and liability for loss or damage shall transfer to the Purchasing Entity upon delivery of the Product,except as to material defects,fraud and Contractor's warranty obligations,which shall remain with the Contractor. 4.8.5. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. 4.8.6. 1t shall be the responsibility of the Contractor to be aware of the delivery days and receiving hours for each Purchasing Entity. 4.8.7. The Purchasing Entity shall not be responsible for any additional charges, should the Contractor fail to observe specific delivery days and receiving hours. 4.8.8. The Purchasing Entity shall establish the delivery days and delivery hours at the time of Order placement. 4.8.4. All deliveries,with the exception of drop-shipped or desktop Products, shall be made to the interior location specified by the Purchasing Entity.Specific delivery instructions will be noted on the Order.Any damage to the building interior,scratched walls,damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. 4.8.10. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity,and shall include, without limitation and if applicable, OSHA material safety data sheets,and shall conform to all statements made on the label. Page 4 Copiers and Managed Print Services- P -NP-1 M01,NASPO ValuePoint plaster Agreement Terms and Conditions,CMS N 140595 N 4.8.11. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity. 4.8.12. Laws and Regulations.Any Products and Services offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 4.9. Equipment Installation Requirements 4.9.1. Prior to Order acceptance,Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device.This information should include, but is not Iimited to, the following: a) Air conditioning; b) Electrical; c) Special grounding; d) Cabling; e) Space; f) Humidity and temperature limits; and g) Other considerations critical to the installation. 4.9.2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines. 4.9.3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five(5)computers per Device,or as otherwise specified in a Participating Addendum. 4.9.4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings. 4.9.5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs.Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order,and shall be based on the actual expenditures of Contractor or Authorized Dealer. 4.9.6. Contractor or Authorized Dealers shall affix a Iabel or a decal to the Device at the time of installation that shows the name,address,and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Equipment. 4.9.7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work,the premises shall be left in good repair and in an orderly, neat,clean, and unobstructed condition. 4.10. Inspection and Acceptance 4.10.1. All Products are subject to inspection at reasonable times and places before Acceptance. 4.10.2. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion,continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance,the Purchasing Entity may,at its option: Page 41 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 N N a) Declare Contractor to be in breach and terminate the Order, b) Demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, c) Continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. 410.3. Purchasing Entity shall confirm delivery, installation and Acceptance of all Products covered by each purchase or lease Order,by signing a Delivery and Acceptance Certificate(D&A),as referenced in Exhibit B (Sample D&A Certificate),which shows Acceptance of the Product(s) and allows Contractor to invoice for the Products(s). 4.10.4. Purchasing Entity agrees to sign and return the D&A to Contractor(which, at mutual agreement, may be done electronically) within five (5) Business Days after any Product is installed,or as otherwise stated in a Participating Addendum. 4.10.5. Failure to sign the D&A or reject the Product(s) within the foregoing five(5)day period shall be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Products are put to use. Acceptance of such Products may be revoked in accordance with the provisions of the applicable commercial code,and the Contractor shall be Iiable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Product(s) rejected and returned,or for which Acceptance is revoked. 4.10.6. Transfer of Title a) Contractor shall have exclusive title to the Products being delivered and the Products shall be free and clear of all liens,encumbrances,and security interests.Title to the Device shall only pass to the Purchasing Entity upon: i) Purchasing Entity up-front purchase of the Device; ii) Purchasing Entity exercising the purchase option at the end of a Fair Market Value Lease; iii) Upon expiration of a Purchasing Entity's$1 Buyout Lease; or iv) Purchasing Entity has secured Third Party financing and the Purchasing Entity is making payment directly to the Contractor. b) Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 410.7. If any Services do not conform to Contract requirements,the Purchasing Entity may require the Contractor to perform the Services again in conformity with Contract requirements,at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements;and reduce the Contract price to reflect the reduced value of Services performed. 4.11. Warranty Requirements 4.11.1. The Warranty period shall begin upon Acceptance of the Products,and shall be for a minimum of ninety (90) days for purchase or leased Equipment. Page 42 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 M N 4.11.2. Contractor shall also offer a 1-year warranty, and in some cases,a 3-year warranty, for select imagePROGRAF, imageCLASS, and imageFORMULA Devices. 4.11.3. Contractor shall also offer an eCarePAK program for the Devices listed in §4.11.2.The additional service coverage that this program offers includes covered parts and Iabor,as well as helpdesk support for triaging issues. For desktop Devices covered under the eCarePAK program,Contractor shall also offer Advanced Exchange Replacement services, which allows for quick and easy Device replacement by mail should any covered Device become inoperable. 4.11.4. Devices that are sold under this Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications. 4.11.5. Products shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve. 4.11.6. If defects are identified, per mutual agreement of Contractor and the Purchasing Entity,Contractors obligations shall be limited solely to the repair or replacement of Products proven to be defective upon inspection. 4.11.7. Replacement of Products shall be on a like-for-like basis and shall be at no cost to the Purchasing Entity. 4.11.8. Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity. 4.11.9. Upon significant failure of a Product, the warranty period shall commence again for the same amount of time as specified in §4.11.1. Significant failure shall be determined by the Participating State. 4.11.10.Contractor warranty obligations shall not apply if: a) Product is installed, wired, modified,altered, or serviced by anyone other than Contractor and/or their Authorized Dealer; b) If a defective or non-Contractor authorized Accessory, Supply, software, or part is attached to, or used in the Device; and c) The Device is relocated to any place where Contractor Services are not available. 4.11.11.Contractor agrees to perform its Services in a professional manner,consistent with applicable industry standards. 4.11.12. It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor. 4.11.13. Lemon Clause a) This clause shall apply to all Devices that are purchased or leased under this Master Agreement. b) This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor. c) The application period is thirty-six(36) months from the date of Acceptance. Page 4 Copiers and Managed Print Services m RFP-NPe18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 d N d) This clause shall take precedence over any other warranty or Services clauses associated with this Master Agreement,or as specified by a Participating State or Entity in their Participating Addendum. e) A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90)day warranty. f) Any Device that fails (except due to operator error)to function in accordance with the Manufacturer's published performance specifications, four(4) times in any four(4) week period and/or is subject to recurring related problems, shall be replaced with a like-for-like (i.e. similar usage, remaining useful life etc.) Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity. 4.12. Customer Service 4.12.1. Key Personnel.Contractor shall ensure that staff has been allocated appropriately to ensure compliance with this Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall ensure that there is always a single point of contact for the following positions: a) Master Agreement Contract Administrator-the Lead State's primary contact in regards to Contract negotiations,amendments, Product and Price List updates,and any other information or documentation relating to this Master Agreement; b) NASPO ValuePoint Reporting Contact-Responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel; c) Master Agreement Marketing Manager-Responsible for marketing this Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and d) National Service Manager- Responsible for overseeing the Regional Service Managers,Field Service Technicians,training, and inside Service operations.This position works with the Lead State Contract Administrator to ensure contractual obligations are met, while providing leadership for the Contractor's operations, as well as strategic planning of the Service department. 4.12.2. Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding the Products provided, as well as pricing,delivery, billing, status of Orders, customer complaints and escalated issues. 4.12.3. Contractor shall provide full Service and support for Products during Normal Business Hours. 4.12.4. Contractor shall have a designated customer service team who will be available by phone (via local or toll free number), fax,or email during Normal Business Hours. 4.12.5. Customer service representatives shall have online access to account information and will respond to inquiries concerning the status of Orders(shipped or pending), delivery, back-orders, pricing, Product availability, Product information,and account and billing questions. 5. ADMINISTRATION OF ORDERS 5.1. Ordering and Invoicing Specifications 5.1.1. Master Agreement Order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels,packing slips, invoices,and on all correspondence. Page 44 Copiers and Managed Print Services-RFP-NP-l"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 N 5.1.2. Contractor shall accept procurement credit cards as a form of payment from Purchasing Entity, with no additional charge or fee assessed. 5.1.3. Contractor shall provide a centralized billing option, upon request, and at the discretion of a Participating State or Entity. 5.1.4. Authorized Dealers may invoice the Purchasing Entity directly, unless otherwise specified in a Participating Addendum. 5.1.5. Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee for any Products that are not accepted.The amount of the fee shall be the Iesser of 10%a of the purchase price,or$200.00,unless otherwise specified in a Participating Addendum. 5.1.5. Contractor may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order. 5.1.7. Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame. 5.1.8. This Master Agreement permits Purchasing Entities to define project-specific requirements and informally compete the requirement among other contractors having a NASPO ValuePoint Master Agreement,on an"as needed"basis.This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies.The Purchasing Entity may, in its sole discretion,determine which Master Agreement Contractors should be solicited for a quote.The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. 5.1.9. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of Products, and/or Services contemplated by this Master Agreement. 5.1.10. Contractor shall not begin work without a valid purchase order or other appropriate commitment document compliant with the law of the Purchasing Entity. 5.1.11. Orders must be placed consistent with the terms of this Master Agreement, and only during the term of this Master Agreement. 5.1.12. All Orders pursuant to this Master Agreement, at a minimum, shall include: a) Name of Purchasing Entity; b) The name, phone number,and address of the Purchasing Entity representative; c) Order date; d) Description of the Product and/or Service ordered; e) Model number; f) Serial number; g) Price; h) This Master Agreement number; and i) Any additional information required by the Participating Entity. Page 45 Copiers and Managed Print Services-RF •NIP-16 1,NASPC ValuePoint Master Agreement Terms and Condtions,CMS N 140595 cfl N 5.1.13. All software Orders must reference the Manufacturer's most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version. 5.1.14. All communications concerning administration of Orders placed shall be furnished solely to the authorized individual within the Purchasing Entity's location,or to such other individual identified in writing in the Order. 5.1.15. Contractor shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per §4.10.3. 5.1.16. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof,but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated,budgeted,and otherwise made available. 5.1.17. Internet-based Portal and Electronic Catalogs.If Contractor provides the ability to place an Order through an intemet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware,software, backup-capacity and network connections required to operate that intemet-based portal or electronic catalog. In addition,Contractor shall adhere to the following requirements: a) The internet-based portal or electronic catalog shall clearly designate that the Products are part of this NASPO VaIuePoint Master Agreement, and shall link to the Participating State or Entity's designated web location; b) All Environmentally Preferable Products (EPP) shall be clearly listed; c) If the Contractor's electronic catalog will either be hosted on or accessed through the Participating State's eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system; d) All information made available through the Participating State or Entity's eCommerce system is accurate and complies with this Master Agreement and the Participating Addendum; and e) Paper catalogs or catalogs on other digital media must be supplied to the Participating State or Entity upon request. 5.1.18. Substitutions are not allowed. If an ordered Product is out-of-stock,Contractor shall notify the Purchasing Entity and request approval before substituting for the out-of-stock item.Contractor's request to substitute shall explain how the substituted Product compares with the out-of-stock item. Any substitute Product offered must be on this Master Agreement Price List. 5.1.19. Notwithstanding the expiration or termination of this Master Agreement,Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement,or otherwise inconsistent with its terms. Orders from any separate indefinite quantity,task orders, or other form of indefinite delivery Order arrangement priced against this Master Agreement, may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery Order agreement. 5.1.20. Contractor's process for resolving disputed invoices, issuing refunds and/or credit,and addressing over-payments as well as Product returns is as follows: a) Purchasing Entity shall contact the Contractor via email or the 800 customer service number provided on the invoice; Page 46 Copiers and Managed Print Sorvi4o5; RFP-NPF18-i a1".NASPO ValuePoind Master A,greemant Terms and Condit ws,CMS 0 140595 ti N b) If the Customer Service team is not able to resolve the issue,then the call will be escalated to the Master Agreement Contract Administrator; c) If Contractor agrees to Purchasing Entity's dispute, the Purchasing Entity's account shall be credited. If the Master Agreement Contract Administrator does not agree with the Purchasing Entity's dispute,then the Purchasing Entity can request further review by the Director of Bids and Administration. In all instances of dispute resolution,the Purchasing Entity may contact the Participating State Contract Administrator, or the Lead State for assistance is resolving the dispute. 5.2. Payment Payment for completion of a Contract Order is normally made within thirty(30)days following the date the entire Order is delivered or the date a correct invoice is received, whichever is later.After forty-five (45) days, the Contractor may assess overdue account charges up to a maximum rate of one (1)percent per month on the outstanding balance. 6. GENERAL PROVISIONS 6.1. Insurance 6.1.1. Unless otherwise agreed in a Participating Addendum,Contractor shall,during the term of this Master Agreement, maintain in full force and effect,the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or,at a Participating Entity's option; result in termination of its Participating Addendum. 6.1.2. Coverage shall be written on an occurrence basis.The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, blanket contractual liability,personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate,$2 million Products and completed operations aggregate and$50,000 and any one fire. If any aggregate limit is reduced below$2,000,000 because of claims made or paid,the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this provision. b) Cyber Liability covering claims and losses with respect to network, internet(Cloud)or other data disclosure risks (such as data breaches, releases of Confidential Information,unauthorized access/use of information,and identity theft) with minimum limits of not less than$1,000,000 per occurrence and$2,000,000 aggregate. c) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. d) Automobile Liability covering any auto(including owned,hired and non-owned), with a minimum limit of$1,000,000 each accident combined single limit. 6.1.3. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty(30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. Page 47 Copiers and Managed Print Services-RIP -NP-1 1,NASPO VafuePoint Master Agreement Terms and Conditions,CARS#140595 00 N 6.1.4. Prior to commencement of performance,Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that: a) Names the Participating States identified in the Request for Proposal as additional insured's, and; b) Provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection. 6.1.5. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven(7)calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Purchase Order's effective date and prior to performing any work.The insurance certificate shall provide the following information: the name and address of the insured; name,address,telephone number and signature of the authorized agent; name of the insurance company(authorized to operate in all states); a description of coverage in detailed standard terminology(including policy period, policy number, limits of liability,exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within fifteen (15)days after any renewal date.These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section.Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 6.1.6. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement,any Participating Addendum,or any Order. 6.2. Records Administration and Audit 6.2.1. The Contractor shall maintain books, records,documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees.Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S.Comptroller General), and any other duly authorized agent of a governmental agency, to audit,inspect,examine,copy and/or transcribe Contractor's books,documents, papers and records directly pertinent to this Master Agreement or Orders placed by a Purchasing Entity under it for the purpose of making audits,examinations, excerpts,and transcriptions. This right shall survive for a period of five(5)years following termination of this Agreement or final payment for any Order placed by a Purchasing Entity against this Agreement,whichever is later,to assure compliance with the terms hereof or to evaluate performance hereunder. 6.2.2. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of this Master Agreement or Orders,or underpayment of fees found as a result of the examination of the Contractor's records. 6.2.3. The rights and obligations herein right exist in addition to any quality assurance obligation in this Master Agreement requiring the Contractor to self-audit Contract obligations and that permits the Lead State to review compliance with those obligations. Page 4 Copiers and Managed Print Services- P-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#14059 N 6.3. Confidentiality,Non-Disclosure,and Injunctive Relief 6.3.1. Confidentiality.Contractor acknowledges that it and its employees or Authorized Dealers may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity's or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or Authorized Dealers in the performance of this Master Agreement, including,but not necessarily limited to: a) Any Purchasing Entity's records; b) Personnel records; c) Information concerning individuals is Confidential Information of Purchasing Entity. Any reports or other documents or items (including software)that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information.Confidential Information does not include information that: i) Is or becomes (other than by disclosure by Contractor)publicly known; ii) Is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; iii) Is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; iv) Is obtained from a source other than Purchasing Entity without the obligation of confidentiality; v) Is disclosed with the written consent of Purchasing Entity; or vi) Is independently developed by employees, Dealers or Subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 6.3.2. Non-Disclosure.Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality,and shall not copy, reproduce, sell,assign, license, market, transfer or otherwise dispose of, give,or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.Contractor shall advise each of its employees and Distributors of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.Without limiting the generality of the foregoing,Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity,Contractor will not at any time during or after the term of this Master Agreement disclose,directly or indirectly, any Confidential Information to any person,except in accordance with this Master Agreement,and that upon termination of this Master Agreement or at Purchasing Entity's request,Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance,audits and evidence of the performance of this Master Agreement. 6.3.3. Injunctive Relief.Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages.Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal Page 49 Copiers and Managed Print Services-UP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS M 140595 0 N N remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. 6.3.4. Purchasing Entity Law.These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure Iaws of any Purchasing Entity. 6.3.5. The rights granted to Purchasing Entities, and the Contractor obligations under this section shall also extend to the cooperative's Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer,Order dates, line item descriptions and volumes,and prices/rates.This provision does not apply to disclosure to the Lead State,a Participating State, or any governmental entity exercising an audit, inspection,or examination pursuant to§6.2,Records Administration and Audit.To the extent permitted by law,Contractor shall notify the Lead State of any entity seeking access to the Confidential Information described in this subsection. 6.4. License of Pre-Existing Intellectual Property Contractor grants to the Purchasing Entity a non-exclusive, perpetual,irrevocable,unlimited license to use the Intellectual Property and its derivatives,embodied in any Products delivered under this Master Agreement, but not created under it("Pre-existing Intellectual Property")solely to the extent as necessary for the Purchasing Entity to use the Products as contemplated by this Master Agreement.The license shall be subject to any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain,at its own expense,on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-existing Intellectual Property. Notwithstanding the foregoing, no license to use any software Products is granted other than as provided in the developer's end-user license agreement therefor. 6.5. Public Information This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 6.6. Assignment/Subcontracts 6.6.1. Contractor shall not assign,sell, transfer, subcontract or sublet rights,or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 6.6.2. The Lead State reserves the right to assign any rights or duties, including written assignment of Contract administration duties to NASPO Cooperative Purchasing Organization LLC,doing business as NASPO ValuePoint. 6.7. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's Key Personnel, in writing within ten (10)calendar days of the change.The Lead State reserves the right to approve changes in key personnel,as identified in the Contractor's proposal.The Contractor agrees to propose replacement key personnel having substantially equal or better education,training,and experience as was possessed by the key person proposed in the Contractor's proposal. 6.8. Independent Contractor 6.8.1. Contractor shall perform duties as an Independent Contractor,and not as an employee. Neither the Contractor nor any employee or Authorized Dealer of the Contractor, shall be or deemed to be an employee of the Lead State,NASPO ValuePoint, and/or any Participating State or Entity. 6.8.2. Contractor acknowledges that its employees are not entitled to unemployment insurance benefits unless the Contractor or a Third Party provides such coverage, and that the Lead State, NASPO Page 50 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and conditions,CMS 8 140595 V- N TMM ValuePoint and any Participating State or Entity does not pay for or otherwise provide such coverage. 6.8.3. Contractor shall have no authority to bind the Lead State, NASPO ValuePoint and any Participating State or Entity to any agreements, liability, or understanding except as may be expressly set forth in this Master Agreement, Participating Addendum or an Order. 6.9. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war, which is beyond that party's reasonable control.The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of this Master Agreement. 6.10. Defaults and Remedies 6.10.1. The occurrence of any of the following events shall be an event of default under this Master Agreement: a) Nonperformance of contractual requirements; or b) A material breach of any term or condition of this Master Agreement; or c) Any certification,representation or warranty by Contractor in this Master Agreement that proves to be untrue or materially misleading; or d) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor,or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty(30)calendar days after the institution or occurrence thereof;or e) Any default specified in another section of this Master Agreement. 6.10.2. Upon the occurrence of an event of default,Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of thirty(30)calendar days in which Contractor shall have an opportunity to cure the default.The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part, if the Lead State, in its sole discretion,determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. 6.10.3. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default,Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: a) Exercise any remedy provided by law; b) Terminate this Master Agreement and any related Contracts or portions thereof; c) Impose liquidated damages as provided in this Master Agreement; d) Suspend Contractor from being able to respond to future Solicitations; e) Suspend Contractor's performance; and f) Withhold payment until the default is remedied. 6.10.4. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum,a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in this Master Agreement, in addition to those set forth in its Participating Addendum. Page}51 Copiers and Managed Print Services- R- P-19-001,NASPo WatuePoint Master greernent Terms and Conditions„CMS#140595 N N V- N 6.10.5. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 6.11. Waiver of Breach Failure of the Lead State, Participating Entity,or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default,right or remedy under this Master Agreement or Participating Addendum,or by Purchasing Entity with respect to any Order, or breach of any terms or requirements of this Master Agreement,a Participating Addendum, or Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum,or an Order. 6.12. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction (Contract)by any governmental department or agency.This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 6.13. Indemnification 6.13.1. The Contractor shall defend, indemnify and hold harmless NASPO,NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities,along with their officers,agents,and employees as well as any person or entity for which they may be liable, from and against claims,damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s),error(s), or omission(s)of the Contractor, its employees or Subcontractors or volunteers,at any tier,relating to the performance under this Master Agreement. 6.13.2. Indemnification—Intellectual Property.The Contractor shall defend, indemnify and hold harmless NASPO,NASPO Cooperative Purchasing Organization LLC(doing business as NASPO ValuePoint),the Lead State, Participating Entities,Purchasing Entities,along with their officers, agents,and employees as well as any person or entity for which they may be liable("Indemnified Party"), from and against claims,damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use,infringes Intellectual Property rights("Intellectual Property Claim"). 6.13.3. The Contractor's obligations under this section shall not extend to any combination of the Product with any other Product, system or method,unless the Product, system or method is: a) Provided by the Contractor or the Contractor's subsidiaries or affiliates; b) Specified by the Contractor to work with the Product; c) Reasonably required,in order to use the Product in its intended manner,and the infringement could not have been avoided by substituting another reasonably available Product,system or method capable of performing the same function;or d) It would be reasonably expected to use the Product in combination with such Product, system or method. 6.13.4. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Page 52 Copiers and Managed Print Services-RFP-NP-16-001,NASPO valuePoint Master Agreement Terms and Conditions,CMS N 140595 M N T- N Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible.The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs,incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 6.14. No Waiver of Sovereign Immunity 6.14.1. In no event shall this Master Agreement,any Participating Addendum or any Contract or any Purchase Order issued thereunder, or any act of a Lead State,a Participating Entity,or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. 6.14.2. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court.This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 6.15. Governing Law and Venue 6.15.1. The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver,Colorado. 6.15.2. The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. 6.15.3. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for(in decreasing order of priority): The Lead State for claims relating to the procurement,evaluation,award,or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party. 6.16. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws(15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions),as now in effect and as may be amended from time to time, in connection with any Goods or Services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option,the right to control any such litigation on such claim for relief or cause of action. 6.17. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR)Part 200,Contract Provisions for Non- Page 53 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 Iq CN V- CN Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. Page 54 Copiers and Managed Print Services-RFP-NP-18-001,NASPOValuePoint Master Agreement Terms and Conditions,CMS 0 140595 LO N T- N THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT 'Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor's behalf and acknowledge that the Lead State is relying on their representations to that effect. CONTRACTOR STATE OF COLORADO Canon U.S.A., Inc. Jared S. Polis, Governor Department of Personnel&Administration By: Shinichi Yoshida State Purchasing&Contracts Office Title:Executive Vice President and General Manager Kara Veitch, Executive Director By; By'. /44� a, "Signature John Chapman, tate Purc asing Manager Date: l Date: , ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Master Agreement is not valld until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance until such time.If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor for such performance or for any Goods andlor Services provided hereunder. STATE CONTROLLER R e Jaro5,CPA, IBA,JD 11 y° . Date: Lf-A Page 55 Copiers and Managed Print Seri -RF13-14PAU01,NASPO VeluePdnt Master Agreement Terms and Conditions to N V- N EXHIBIT A,PRICE LISTS Group A (posted as separate file) Group B (posted as separate file) Group C (posted as separate file) Group D (posted as separate file) Group E (posted as separate file) Group F (posted as separate file) MPS (posted as separate file) Software (posted as separate file) Accessories for Discontinued Base Units (posted as separate file) Page 56 Copiers and Managed Print Services.RFP-NP•18 t,NASPO ValuePoint Master Agreement Terms and Conditions,CAS#140595 ti N V- N EXHIBIT B,SAMPLE D&A CERTIFICATE NASPO VALUEPOINT MASTER AGREEMENT NO. 140595 AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO. WITH Canon U.S.A., Inc. To: Insert Name of Contractor or Authorized Dealer Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order. Insert name of Purchasing Entity By: Title: Date: Page 57 Copiers and Managed Print Services®PFP-NPmt -001,NASPO valuePoint Master Agreement Terms and Conditions,CMS A 140595 00 N V- N EXHIBIT C,SAMPLE MPS STATEMENT OF WORK Agency/Customer: Contractor: Contact Name: � Contact Name. ........................ Address: Address: Email: Email: .......... .... ... ............... Phone: Phone: Fax: Fax: Print � � bContract�or wee: Assessment Podlo Date: Performance: Statement of Work must incorporate the following documents: NA5P0 ValuePoint Master Agreement# 140595 [imbed document here] Participating Addendum# [imbed document _ here] Contractor's Print Assessment [imbed document here] Statement of work, at a minimum, must include the following elements: 1. Introduction: Describe your current environment. What is your inventory, including owned, rented, or leased Devices? 2. Scope: Include Project scope (i.e. single function, multi function printers etc.)and software 3. Out of Scope: This Project does not cover the following functions or deliverables: 4. Objective: The main objective of this project is: System and procedures will be set up to allow: S. Location: Enter all physical locations of where work will be performed Page 59 Copiers and Managed Print Services®RF -NP�19®001,NA PC ValuePoint Master Agreement Terms and Conditions,.CMS 9 140595 0) N V_ N 6. Discovery/Assessment: Contractor will be required to discover/assess Purchasing Entity print environment as described below: Deliverables: Describe the deliverables for Discovery/Assessment Checkpoints: Describe the checkpoints for Discovery/Assessment 7. Data Security Include description of data security requirements S. Data Breach Describe any data breach requirements 9. Equipment Guarantees Describe downtime, on-site service, response time etc. (!Vote:this section must, at a minimum, adhere to the some requirements as outlined in the Master Agreement and/or Participating Addendum) 10. End of Life/Equipment replacement Insert description of end of lif%quipment replacement process 11. Implementation: Deliverables: Describe the deliverables for lmplementation Checkpoints: Describe the checkpoints for Implementation User Acceptance Testing: Describe User Acceptance Testing for Implementation Production Rollout: Describe the Production Rollout for Implementation 12.Contractor Staff and Support Describe Contractor staff roles and their availability 13. Purchasing Entity Roles and Responsibilities Insert description of Purchasing Entity Roles and Responsibilities including: Contacts: Project Manager End-User Representative System Administrator Technical Support General and Technical Responsibilities: Page 59 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 0 M N Insert description of Purchasing Entity Roles and Responsibilities 14. Performance Penalties Insert description of Contractor Performance Penalties 15. Payment Describe billing cycles and invoice information This Agreement is entered into by and between the[Purchasing Entity], located at[Agency address]and [Contractor] licensed to conduct business in the State of ("Contractor"), located at [Contractor address]for the purpose of providing Managed Print Services. The signatories to this Managed Print Services Agreement represent that they have the authority to bind their respective organizations to this Agreement. In Witness Whereof,the parties hereto, having read this Managed Print Services Agreement in its entirety, including all attachments, have executed this Agreement. ThisAgreement is effective this .,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,day of ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.......................... 2 . Initial term of this Agreement is - year(s) or until Maximum term of this Agreement is five (5) years, or until «««««««««««««««««««««« «««««««««««< «««««««««««««««««««««««««« i Contractor Signature Date Purchasing Entity Signature Dade Contractor or Authorized Dealer Printed Name,Title Purchasing Entity Printed Name,Title wwwwww.w.w. � w, wwwwww......... Page 60 Copiers and Managed Print Services®nF -NP®1 MCI NASPo valuePoint Wester Agreement Terms and Conditions,CMS N 140595 CN EXHIBIT D, AUTHORIZED DEALERS BY STATE Canon Dealer List (posted as separate file) Page 61 Copiers and Managed Print Services-RFP-NP-1 M01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 N M N EXHIBIT E,AUTHORIZED DEALER FORM Manufacturer Name: (Check one) ❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Copiers and Managed Print Services Master Agreement. ❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Copiers and Managed Print Services Master Agreement for the following reason: State(s) Serviced by Dealer: Dealer Name: Address: Phone (include Tall-Free, if available): ........ .... .......... ...................................... .........,,, Contact Person(s): Email Address: ........... ......., ... FEIN: Signed: „W n,W�o'n-t--a-c �,"' ,r�e e t.�,_ive Date .............................................................................................................. (Contractor Representative) Signed: Date: (Authorized Dealer Representative) (Print First and Last Name of Authorized Dealer Representative) Page fit Copiers and Managed Print Services®PFP® P-1 d801 s NASPO Vaiu®Paint Master Agreement Terms and Conditions,CMS N 140595 CN EXHIBIT F, NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE NASPO ValuePoint Detailed Sales Repo Page 63 Copiers and Managed Print Services-RFP-NP-1 B-001,HASP O ValuePoint Master Agreement Terms and Conditions,CIAS#140595 d M N ATTACHMENT A, CANON LEASE AGREEMENT TERMS AND CONDITIONS CFS: Canon Financial Services, Inc., a New Jersey Corporation, with its place of business at 158 Gaither Drive, Suite 200, Mount Laurel, New Jersey 08054 CUSTOMER: political subdivision or agency or other Purchasing Entity under the applicable Participating Addendum PRODUCTS: The Devices, Accessories, parts, software, andlor Supplies being leased by Customer under a Fair Market Value Lease, a $1 Buyout Lease, a Straight Lease, or a Short-Term Lease, as specified in the applicable Order. 1. TERM OF LEASE: Each lease of Products under an Order shall be effective on and commence from the date the Products are delivered to Customer ("Commencement Date"), provided Customer executes CFS' form of acceptance ("Acceptance Certificate") or otherwise accepts the Products as specified herein. The term of each lease shall consist of the initial term specified in the applicable Order and any renewal term(s) if and as applicable. After acceptance of the Products, Customer shall have no right to revoke such acceptance or cancel the lease during the term thereof, except as set forth herein. 2. RENEWAL OF LEASE; RETURNS OR PURCHASES OF PRODUCTS; BUYOUT TO KEEP/RETURN: Leases shall not be subject to automatic renewals, except as hereafter provided. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, Customer shall return the Products at the end of the initial lease term, or at the end of the Renewal Lease Term, or CFS may pick the Products up, without any further financial obligations to Customer. FMV Leases: Upon expiration of the initial lease term, Customer may do one of the following: 1) Exercise its purchase option; 2) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of Customer, Short-Term Leases excepted; or 3) Return the Products to CFS, or have CFS pick the Products up. $1 Buyout Leases: Upon the expiration of the initial lease term, CFS shall provide title to the Products to the Customer, or as otherwise determined in a Participating Addendum, and Customer shall not be subject to any additional expense in order to assume possession of the Products. Straight Leases: Upon the expiration of the initial lease term, Customer may do one of the following: 1) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of Customer; or 2) Return the Products to CFS, or have CFS pick the Products up. Short-Term Lease: Upon the expiration of the initial lease term, Customer may do one of the following: 1) Renew the rental on a month to month basis, up to a total maximum term of 12 months, including the initial lease term; or 2) Return the Products to CFS, or have CFS pick the Products up. If Customer desires to exercise a purchase, renewal, or return of the Products, it shall give CFS at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the Page 64 Copiers and Managed Print Services.RFP•NP•18-001,NASPQ VaiuePoint Master Agreement Terms and Conditions,CMS#140595 LO M N contrary, if Customer fails to notify CFS of its intent with respect to the exercise of a purchase, renewal, or return of the Products, the initial lease term shall be terminated on the date as stated in the Order and removal of the Product will be mutually arranged, unless otherwise specified in a Participating State or Entity's Participating Addendum. Notwithstanding the foregoing, if Customer fails to notify CFS at least thirty (30) days prior to lease termination of a digital press Production Device and/or large format printer, then the lease will automatically renew on a month-to-month basis until Customer notifies CFS of its intent. In such a case, the automatic renewal term shall not exceed a maximum of 12 monthly payments. At which point in time, CFS will make arrangements to pick up the Equipment from Customer. If Customer does not exercise the purchase or renewal option, it will immediately make the Product available to Contractor in as good of condition as when Customer received it, except for ordinary wear and tear. Product Payments for renewal terms shall never exceed Master Agreement pricing. If Customer enters into a renewal term, then the Product Payment will be subject to the lease rates listed in the most recent Price List(s) posted on the NASPO ValuePoint website. Customers under FMV or$1 Buyout Leases shall have a Buyout to Keep Option. Customers under FMV, $1 Buyout or Straight Leases shall have a Buyout to Return Option. The Buyout to Keep Option price shall be the Remaining Lease Balance (as hereinafter defined). The Buyout to Return Option shall be the Remaining Lease Balance, less the Fair Market Value (as hereinafter defined). Customer must notify the CFS, in writing, at least thirty (30) days in advance, if it wishes to exercise the Buyout to Keep option on an FMV or$1 Buyout Lease. Customer must notify CFS, in writing, at least thirty (30) days in advance, it it wishes to exercise the Buyout to Return option on an FMV, $1 Buyout or Straight Lease, and return the Products to CFS in good working condition (ordinary wear and tear excepted). 3. PAYMENTS: The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Products, or such later date as CFS may designate. The remaining payments (together with the first scheduled payment, the"Payments") will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. The Payments are comprised of the principal and interest thereon. Customer's obligation to pay all amounts due for the lease of the Products shall be absolute and unconditional and is not subject to any abatements, set-off, defense or counterclaim for any reason whatsoever. 4. APPLICATION OF PAYMENTS: All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically, based on the date of the charge as shown on the invoice for each such amount, and among amounts having the same date in such order as CFS, in its discretion, may determine. 5. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE PRODUCTS. CUSTOMER AGREES THAT THE PRODUCTS ARE LEASED "AS IS" AND IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE PRODUCTS, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any warranty with respect to the Products made by the manufacturer, dealer, or supplier is separate from, and is not a part of, the lease of the Products and shall be for the benefit of CFS, Customer and CFS' successors or assignees, if any. So long as Customer is not in breach or default with respect to its lease, CFS assigns to Customer any warranties (including those agreed to between Customer and the manufacturer, dealer, or supplier) which CFS may have with respect to any Page 65 Copiers and Managed Pnnt Services®RFP®NP®15®001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 cfl M N item of the Products; provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer, dealer, or supplier or as otherwise specified in warranty materials from such manufacturer, dealer, or supplier and shall not include any implied warranties arising solely from CFS' acquisition of the Products. CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE PRODUCTS ON BEHALF OF CFS. 6. NON-APPROPRIATION OF FUNDS: The continuation of any lease agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. Customer may terminate any such lease agreement, and CFS waives any and all claim(s)for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Customer's funding sources are not available. 7. ACCEPTANCE; DELIVERY: Customer's acceptance of a Product as provided in the Master Agreement shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not for any reason revoke that acceptance. 8. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Products from the location specified in the applicable Order except with the prior written consent of CFS. Customer shall keep the Products free and clear of all claims and liens other than those in favor of CFS. Customer's legal name (as set forth in its constituent documents filed with the appropriate governmental office or agency) is as set forth in the applicable Order. The chief executive office address of Customer is as set forth herein. Customer shall provide CFS with written notice at least thirty (30) days prior to any change of its legal name or chief executive office address, and shall execute and deliver to CFS such documents as required or appropriate. 9. WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents and warrants that the Products will not be used for personal, family, or household purposes. Customer shall comply with all laws and regulations relating to the use and maintenance of the Products. Customer shall put the Products only to the use contemplated by the manufacturer or developer. The Products shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property. Customer authorizes CFS (and any third party filing service designated by CFS) to execute and file (a) financing statements evidencing the interest of CFS in the Products (including forms containing a broader description of the Equipment than the description set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. 10. INDEMNITY: Customer shall reimburse CFS for and defend CFS against any claim for losses or injury caused by the Products. This Section shall survive termination of the lease. 11. MAINTENANCE; ALTERATIONS: Customer shall at all times maintain and keep in effect a service contract, through one of Contractor's Authorized Dealers under the Master Agreement or by other contractual arrangements, to keep and maintain the Equipment in good working order and to supply and install all replacement parts and accessories when required to maintain the Equipment in good working condition. Customer shall not, without the prior written consent of CFS, make any changes or substitutions to the Equipment. Any and all replacement parts, accessories, authorized changes to and/or substitutions for the Equipment shall become part of the Equipment and subject to the terms of this Agreement. 12. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES, USE AND OTHER TAXES, Page 66 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS N 140595 ti M N AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest, and administrative fees now or at any time imposed upon any Products, the Payments, or Customer's performance or non-performance of its obligations hereunder, whether payable by or assessed to CFS or Customer. If Customer fails to pay any such fees, assessments, taxes, expenses or charges as required hereunder, CFS shall have the right but not the obligation to pay those fees, assessments, taxes, expenses and charges, and Customer shall promptly reimburse CFS, upon demand, for all such payments made plus administrative fees and costs, if any. Notwithstanding the generality of the foregoing, Customer shall not be liable for property taxes, which shall be the sole responsibility of CFS. 13. INSURANCE: Customer, at its sole cost and expense, shall, during the term hereof including all renewals and extensions, obtain, maintain and pay for (a) insurance against the loss, theft, or damage to the Equipment for the full replacement value thereof, and (b) comprehensive public liability and property damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be in form and amount, and with companies satisfactory to CFS. Each insurer providing such insurance shall name CFS as additional insured and loss payee and provide CFS thirty (30) days' written notice before the policy in question shall be materially altered or canceled. Customer shall pay the premiums for such insurance, shall be responsible for all deductible portions thereof, and shall deliver certificates or other evidence of insurance to CFS. The proceeds of such insurance, at the option of CFS, shall be applied to (a) replace or repair the Equipment, or (b) pay CFS the "Remaining Lease Balance," which shall be the sum of: (i) all amounts then owed by Customer to CFS under the lease; plus (ii) the present value of all remaining Payments for the full term of the lease; plus (iii) except in the case of$1 Buyout Leases, the Fair Market Value of the Products (as defined herein); plus (iv) any applicable taxes, and any expenses, charges or fees which may be payable as otherwise provided herein or in the Master Agreement or the applicable Participating Addendum . For purposes of determining present value, Payments shall be discounted at three percent (3%) per year. Customer hereby appoints CFS as Customer's attorney-in- fact solely to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for any loss or damage to Equipment under any such insurance policy. If within ten (10) days after CFS' request, Customer fails to deliver satisfactory evidence of such insurance to CFS, then CFS shall have the right, but not the obligation, to obtain insurance covering CFS' interests in the Equipment, and add the costs of acquiring and maintaining such insurance, and an administrative fee, to the amounts due from Customer with respect to the lease. CFS and any of its affiliates may make a profit on the foregoing. 14. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Products from any cause whatsoever, effective upon delivery to the Customer, except that Customer shall be relieved of all risks of loss or damage to the Products during periods of transportation and de- installation. No such loss, theft or damage shall relieve Customer of any obligation with respect to its lease of the Products. If any Equipment is lost or stolen, Customer, at the option of CFS, will (a) replace the same with like equipment in a condition acceptable to CFS and convey clear title to such equipment to CFS (and such equipment will become "Equipment" and be subject to the terms of this Agreement), or (b) pay CFS the Remaining Lease Balance. Upon CFS' receipt of the Remaining Lease Balance, CFS shall transfer the applicable Equipment to Customer"AS-IS, WHERE-IS"without any representation or warranty whatsoever, except for title, and this Agreement shall terminate with respect to such Equipment. 15. DEFAULT: Each of the following is a "default' under these lease terms: i) Customer fails to pay any Payment within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; ii) Any representation or warranty made by Customer in these lease terms or in the Master Agreement is false or incorrect and Customer does not perform any of its obligations under these lease terms or in the Master Agreement, and this failure continues for forty- five (45) days (or as otherwise agreed to in a Participating Addendum) after CFS has notified Customer; iii) Customer or any guarantor makes an assignment for the benefit of creditors; Page 67 Copiers and Managed Print Services RFP-NP-18�001,NA5PO ValuePoinl Master Agreement Terms and Conditions,CMS N 140595 eD M T_ N iv) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or v) Customer stops doing business as a going concern or transfers all or substantially all of Customer's assets. 16. REMEDIES: If Customer defaults on a lease, then CFS, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following: i) Cancel or terminate the Order; ii) Require Customer to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to the Remaining Lease Balance. 17. EXPENSES OF ENFORCEMENT: Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies hereunder or in enforcing any of the terms of this Agreement, including, without limitation, reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. If CFS should bring court action, Customer and CFS agree that attorney's fees equal to twenty-five percent (25%) of the total amount sought by CFS shall be deemed reasonable for purposes of this Agreement. 18. ASSIGNMENT: (i) Customer has no right to sell, transfer, encumber, sublet or assign the Product or any lease agreement without Contractor's prior written consent (which consent shall not be unreasonably withheld). (ii) CFS may not sell or assign any portion of CFS' interests in the Products or any Order for leases, without notice to Customer even if less than all the payments have been assigned. In that event, the assignee (the"Assignee") will have such rights as CFS assigns to them, but none of CFS' obligations (CFS will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Customer may have against CFS. 19. DATA: Customer acknowledges that the hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that Customer may store for purposes of normal operation of the Equipment ("Data"). Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the Data by CFS, if any, is purely incidental to the services performed by CFS. CFS does not have an obligation to erase or overwrite Data upon Customer's return of the Products to CFS. Customer shall indemnify CFS, its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses,judgments or fees (including reasonable attorneys'fees) arising or related to the storage, transmission or destruction of the Data. This section survives termination or expiration of the lease term under the applicable Order. The terms of this section are without limitation of Contractor's obligations with respect to Data under the Master Agreement, the applicable Participating Addendum, and the applicable Order. 20. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment is intended to exceed the maximum amount of interest permitted to be charged or collected by applicable laws, and any such excess Payment will be applied to payments due under the applicable Order, in inverse order of maturity, and thereafter shall be refunded. If the lease under any Order is characterized as a conditional sale or loan, Customer hereby grants to CFS, its successors and assigns, a security interest in the Products to secure payment and performance of Customer's obligations under such Order. 21. UCC-ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT EACH ORDER IS INTENDED AS A"FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC 2A") AND THAT CFS IS ENTITLED TO ALL BENEFITS, PRIVILEGES, AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. 22. WAIVER OF OFFSET: Each Order shall be a net lease. If the Products are not properly installed, do not operate as represented or warranted, or are unsatisfactory for any reason, Customer shall make Page 68 Copiers and Managed Print Services-RFP-NP-18-001,NASPO VaiuePoint Master Agreement Terms and Conditions,CMS#140595 M N such claim solely against the supplier, dealer, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under each Order, and unconditionally agrees to pay such Payments and other charges, regardless of any offset or claim which may be asserted by Customer or on its behalf. 23. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that (a) Customer is a state or a political subdivision or agency of a state or other eligible Purchasing Entity under the applicable Participating Addendum; (b) that entering into and performance of each Order is authorized under Customer's state laws and Constitution and does not violate or contradict any judgment, law, order, or regulation, or cause any default under any agreement to which Customer is party; and (c) Customer has complied with any bidding requirements and, where necessary, has properly presented each Order for approval and adoption as a valid obligation on Customer's part. Upon request, Customer agrees to provide CFS with an opinion of counsel as to clauses (a) through (c) above, an incumbency certificate, and other documents that CFS may request, with all such documents being in a form satisfactory to CFS. 24. GOVERNMENT USE: Customer agrees that the use of the Products are essential for Customer's proper, efficient and economic operation, Customer will be the only entity to use the Products during the term of the applicable Order and Customer will use the Products only for Customer's governmental purposes. Upon request, Customer agrees to provide CFS with an essential use letter in a form satisfactory to CFS as to the preceding sentence. Page 69 Copiers and Managed Print Services-RFP- P®i9.00t,HASP®ValuePalnt Master Agreement Terms and Conditions,CMS 0 140595 0 N ATTACHMENT B, CANON MAINTENANCE TERMS AND CONDITIONS This document includes additional terms and conditions that apply to Maintenance Agreements for Purchasing Entities(referred to as"You" herein). 1. Maintenance. 1.1 Authorized Dealer shall provide all routine preventive maintenance and emergency service necessary to keep the Equipment in good working order in accordance with this Agreement and Authorized Dealer's normal practice. Such service shall be performed during Authorized Dealer's local regular business hours (8:00 A.M. to 5:00 P.M. Monday through Friday, except holidays). (a) You shall give Authorized Dealer reasonable and safe access to the Equipment to perform on-site service. Authorized Dealer may terminate its maintenance obligations on any Equipment you relocate to a site outside Authorized Dealer's service territory. If, in Authorized Dealer's opinion, any Equipment cannot be maintained in good working order through Authorized Dealer's routine maintenance services, Authorized Dealer may, at its option, (i)substitute comparable Equipment or(ii) cancel any balance of the term of the Maintenance Agreement as to such Equipment and refund the unearned portion of any prepaid charges hereunder. Parts or Equipment replaced or removed by Authorized Dealer in connection with maintenance services will become the property of Authorized Dealer and you disclaim any interest therein. (b) Installation/implementation of software Products may be at an additional charge,and may be conditioned on a separate statement of work or other document covering the scope and schedule of installation/implementation, configuration options, responsibilities of each party, and other matters, which shall govern as to the matters covered therein. Additional charges may apply for work beyond the initial scope described in such separate document. (c) Support for software Products is provided directly by the respective developers thereof and as set forth in each developer's applicable separate support contract, and is not provided by Authorized Dealer under the Maintenance Agreement except as expressly provided herein. Support for software Products may require separate purchase by you of a support contract.The terms of support contracts for software Products are available from the developers, or will be provided to you by Authorized Dealer upon request. (d) Authorized Dealer shall make available to you from time to time software patches and any updates for software Products and Embedded Software, but only if such patches and updates are provided to Authorized Dealer by the developers of such software Products and Embedded Software. New releases (upgrades)of software Products, and installation/implementation thereof,shall be chargeable to you. You are not required to use Authorized Dealer for installation software patches, updates or upgrades, but if installation is done by anyone other than Authorized Dealer, Authorized Dealer shall have no responsibility for any performance or other issues that may result from such installation. (e) Authorized Dealer shall also use reasonable efforts to provide Level 1 support for the software Products (for all software Products for which separately-priced support contracts are available, Level 1 support shall be provided only if and so long as the support contract for such software Product from the developer has been purchased and remains in effect). Level 1 support consists of (i) providing help-line telephone assistance in operating the software Product and identifying service problems and attempting to troubleshoot any such problems in the software Product; (ii) escalating operating problems to the available developer of the software Product as needed to rectify such problems, including facilitating contact between you and the developer of the software Product as necessary; and (iii) maintaining a log of such problems to assist in tracking the same. 1.2 For Equipment under NASPO ValuePoint Groups A& C,the meter shall record a quantity of 2 impressions for any image produced an 11"x17" media. 1.3 In the event your toner usage exceeds by more than 10%the published manufacturer specifications for conventional office image coverage, as determined by Authorized Dealer,Authorized Dealer may invoice you for such excess, provided that Authorized Dealer shall not invoice you for excess toner usage as aforementioned unless and until Authorized Dealer has first notified you of the excess toner usage, and until you and Authorized Dealer have consulted in good faith in an attempt to identify the reason(s) for the Page 70 Cop`ers and Managed Print Services AFPAP 1M0I,NASPO ValuePoint MasterAgreemmal Terms and Conditions„CMS 9 140595 T_ d N excess toner usage and you have had a reasonable opportunity, if practicable,to rectify the excess toner usage . You may purchase additional toner from Authorized Dealer if required during the term of the Maintenance Agreement. 1.4 You shall bear all risk of loss, theft or damage to unused consumables,which shall remain Authorized Dealer's property and shall be returned promptly upon termination of the Maintenance Agreement. 1.5 Unless otherwise indicated, you authorize Authorized Dealer to use networked features of the Equipment including imageWARE to receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement. You agree to provide meter readings to Authorized Dealer, in accordance with a meter read option made available by Authorized Dealer.Authorized Dealer may change your meter read options from time to time upon 60-day notice. If Authorized Dealer does not receive timely meter readings from you, you agree to pay invoices that reflect Authorized Dealer's estimates of meter readings. Authorized Dealer reserves the right to verify the accuracy of any meter readings from time to time, and to invoice you for any shortfall in the invoice for the next periodic billing cycle. 2. Non-Covered Service.The following services, and any other work beyond the scope of this Agreement are not included within Maintenance: (a) replacement of any consumable supply item not provided as part of toner inclusive service identified on the face page, including, without limitation, paper, toner, ink,waste containers, fuser oil, staples, other media, print heads and puncher dies; (b) repairs necessitated by factors other than normal use including,without limitation, any willful act, negligence, abuse or misuse of the Equipment;the use of parts, supplies or software which are not supplied by Authorized Dealer and which cause abnormally frequent service calls or service problems; service performed by personnel other than Authorized Dealer personnel; use of the Equipment with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c)de-installation, re-installation or relocation of Equipment; (d) repairs to or realignment of Equipment, and related training, necessitated by changes you made to your system configuration or network environment; (e)work which you request to be performed outside of Authorized Dealer's regular business hours; or(f) repair of network/system connection device. 3. Term and Renewal of Maintenance Agreement. For leased Equipment, the term of the Maintenance Agreement therefor shall be equal to the term of the lease. For purchased Equipment, the term of the Maintenance Agreement shall be as specified on the related Order(provided, that it may not exceed 60 months on Group A, Group B, Group D, Group E and Group F Devices and 84 months on Group C Devices). Maintenance Agreements shall not be subject to automatic renewal; if you desire to renew a Maintenance Agreement, the pricing during the renewal term shall be as determined pursuant to the Master Agreement. 4. Limited Warranty. All Equipment is provided with a manufacturer's end user limited warranty from Canon USA, Inc. Authorized Dealer is an authorized Canon service dealer and provides warranty service under the Canon USA limited warranties. All other Products are provided subject to such end user warranties and license terms as are provided by the manufacturer or developer as packaged or otherwise provided with the Listed Items. Authorized Dealer shall upon your request provide to you copies of all such end user warranties and license. SUCH WARRANTIES,TOGETHER WITH WARRANTIES AS PROVIDED IN THE MASTER AGREEMENT AND THE APPLICBLE PARTICIPATING ADDENDUM,ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE USE OR PERFORMANCE OF THE PRODUCTS, AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE THAT SUCH WARRANTIES DO NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE PRODUCTS. 5. LIMITATION OF LIABILITY. NEITHER AUTHORIZED DEALER NOR CONTRACTOR SHALL BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF AUTHORIZED DEALER OR CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Page 71 Copiers and Managed Print Services-RFP-NP•1"01,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 N d' N ATTACHMENT C, CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS 1. TERM.The Managed Print Services("MPS")shall begin on the Start Date and continue for the initial term specified above. 2. CHARGES. Authorized Dealer agrees that pricing shall remain firm for the initial terms of the Maintenance Agreement. Upon expiration of the initial contract term, or during any renewal period, Dealer reserves the right to increase the pricing upon thirty(30)days prior written notice, based on any changes to the fleet, or services being delivered,provided these changes are outside the scope of the original statement of work,and provided the pricing does not exceed Master Agreement pricing. If you have selected the Fleet Coverage Plan, the Base Charge, Covered Images and Per Image Charges noted above shall apply to all of the Equipment on the Schedule. If you have selected the Per Unit Coverage Plan,the Base Charge,Covered Images and the Per Image Charges for each unit shall be reflected on the Schedule. 3. PRIOR ASSESSMENT.As part of an initial assessment, Authorized Dealer has performed a network and system discovery analysis of your IT environment in which services are to be rendered under this Agreement.Additionally, as part of the initial assessment,Authorized Dealer has used certain discovery tools to identify the components and conditions of your IT environment. 4. COVERED PRINTERS. This agreement is intended to provide services for your entire fleet of printers; however, certain models of printers may not be eligible for services under this contract due to age, geographic location or other reasons determined by Authorized Dealer. At Authorized Dealer's discretion, the ineligible printers may be placed under a "Standard Plan" and identified on the associated schedule ("Schedule B") and shall only receive toner cartridges and monitoring services.The"Premier" scope of services as defined in Paragraph 7 covers only the printers identified on the associated schedule("Schedule A"or"Schedule A-MICR").The parties may agree to add or remove printers from time to time during the Term by mutual execution of an Authorized Dealer MPS Change Order. Customer shall provide Authorized Dealer a standard device configuration sheet showing the start meter reading of the added printer(s) as of the start date of this contract. Otherwise, Authorized Dealer may compute a start reading for the printer(s) utilizing the current meter reading and subtracting an estimated monthly volume per printer, as determined by Authorized Dealer. In the event Customer acquires additional devices subsequent to the start date of this Agreement,the start meter shall be zero. If the quantity of printers changes during the Term from the original quantity listed on Schedule A, Schedule A-MICR or Schedule B, Authorized Dealer reserves the right to adjust the pricing accordingly. S. YOUR RESPONSIBILITIES.As a condition precedent to Authorized Dealer's duties: (a) The Printers shall meet the "Fit for Service" requirements outlined in the MPS Customer Expectation Document (CED) and shall be in good working condition on the Start Date (as determined solely by Authorized Dealer in its reasonable discretion.) (b) You shall provide Authorized Dealer with an accurate location and printed configuration page for each printer placed under this Agreement. You shall notify Authorized Dealer if you relocate any printers from the address indicated on Schedule A,A-MICR, B or any related Change Order. (c) You shall use only Authorized Dealer-approved parts and supplies for the Printers. (d) You shall have proper electrical and network connections, install, and use Authorized Dealer approved surge protector where appropriate. (e) You shall provide a Key Operator responsible for designated duties in the operator's manual and insure that the proper supplies are being installed and/or used correctly with the printers. (f) You are solely responsible for security of your electronic and other data. (g) You must install and keep the Data Collection Agent ("DCA") installed on your network for networked devices and locally for non-networked devices throughout the Term of this Agreement. If the DCA does not communicate with Authorized Dealer,you agree to provide manual meter readings upon request. (h) You agree that Authorized Dealer may use estimated meter readings if it does not receive timely meter reading on any Printers covered by this Agreement. (i) You shall utilize the Authorized Dealer ordering procedures for adding or deleting printers and ordering Toner Cartridges.You acknowledge that Authorized Dealer will not deliver services or toner for printers not listed on Schedule A, Schedule A-MICR, Schedule B or any related Change Order until you complete the proper ordering procedure to add the printer to the Agreement. (j) You shall provide timely meter readings for any printer not connected to the DCA for any reason. Page 72 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement terns and Conditions,CMS p 140595 M d' N ADDITIONAL TERMS AND CONDITIONS 6. AUTHORIZED DEALER RESPONSIBLITIES (a) Authorized Dealer may tag each Printer initially listed on Schedule A,Schedule A-MICR or Schedule B with an Authorized Dealer Service tag indicating serial#and Authorized Dealer contact information. (b) Printers listed on Schedule A, A-MICR and B are provided replenishment of Original Equipment Manufacturer("OEM") or 3rd Party manufactured toner cartridges, as indicated on Page 1, for exclusive use with the Printers specified on Schedule A,A-MICR and B.The pricing in this agreement is based upon 5%toner coverage for black&white and 20%for color letter size pages.You agree that Authorized Dealer may invoice you for excess usage in the event your actual toner usage exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the expected print volume ("EPV") minus the actual print volume reported. The EPV = actual number of cartridges shipped x the toner yield per cartridge x 90%. You shall bear all risk of loss,theft or damage to unused toner cartridges provided to you under this Agreement,which shall remain Authorized Dealer's property and shall be returned promptly upon termination of this Agreement. (c) Authorized Dealer may perform an initial walkthrough of Customer locations covered under this Agreement. Customer shall identify each networked and non-networked device to be covered under this agreement. Authorized Dealer will deliver, install, configure and test its network Data Collection Agent ("DCA") with your IT staff assistance. Authorized Dealer will provide all technical support, updates and maintenance for the DCA. (d) You acknowledge that Authorized Dealer's ability to deliver the services is dependent upon your full and timely cooperation with Authorized Dealer, as well as the accuracy and completeness of the information provided by you to Authorized Dealer. If, during the initial three (3) months of the Term, the assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or misstated, the parties agree to meet and in good faith negotiate equitable changes in the scope of work and associated charges. You agree to follow the detailed operational procedures and program guidelines, which are explained in the MPS Customer Expectation Document, which you hereby acknowledge, receipt of at the time of executing this agreement. 7. SERVICES. YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 7 ONLY FOR THE EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A-MICR, CHANGE ORDER FORM A, OR CHANGE ORDER FORM A MICR.SUCH SERVICES ARE SUBJECT TO THE EXCLUSIONS HERINAFTER DESCRIBED. 8. COVERED SERVICES (a) Authorized Dealer shall provide all routine preventive maintenance, maintenance kits and emergency service necessary to keep the Printers in good working order in accordance with this Agreement and Authorized Dealer's normal practice. Such service shall be performed during Authorized Dealer's local regular business hours (8:00 A.M.to 5:00 P.M. Monday through Friday,except holidays). (b) You shall afford Authorized Dealer full, free and safe access to the Printers to perform on-site service. Authorized Dealer may terminate its maintenance obligations as to any Printers if you relocate it to a site outside Authorized Dealer's authorized service territory. If, in Authorized Dealer's opinion, any Printers cannot be maintained in good working order through Authorized Dealer's routine maintenance services, Authorized Dealer shall, at its option, either(i) substitute comparable Printers or(ii) cancel the balance of any remaining term of this Agreement as to such Printers and refund the unearned portion of any prepaid charges hereunder. Parts replaced or removed by Authorized Dealer in connection with maintenance services hereunder shall become the property of Authorized Dealer and you disclaim any interest therein. 9. NON-COVERED SERVICE. You acknowledge that Authorized Dealer shall not have obligations related to i) overhauls and/or reconditioning of printers; ii) printer user errors; (iii)the alteration, modification or customization of any software controlling, used by, installed on or embedded in the Printers; (iv) the service or repair of devices, accessories, power, data or communication lines or other instruments which are external to or otherwise not a component part of the Printers; (v) hard drive removal or(vi) supplying external communications or data transfer lines, paper or other throughput, staples, cassettes, exit trays or other like items or supplies (other than toner cartridges as defined in section 3) used or consumed in the normal operations of the Printers ("Excluded Items"). The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with Canon's then current contract pricing: (a) replacement of any consumable supply item other than toner; (b) repairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which are not supplied Page 73 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 dq d N by Authorized Dealer and which cause abnormally frequent service calls or service problems; service performed by personnel other than Authorized Dealer personnel; transportation of the Printers; accident; use of the Printers with non-compatible hardware or software components; electrical power malfunction or heating,cooling or humidity ambient conditions; (c) re-installation or relocation of Printers; (d) repairs to or realignment of Printers,and related training,necessitated by changes you made to your system configuration or network environment; (e) repairs or service required because of inadequate operation of the Printers (e.g., Authorized Dealer technician is dispatched to rectify a problem described in the operator manual);and (f) work that you request to be performed outside of Authorized Dealer's regular business hours. 10. DATA.You acknowledge that the hard drive(s)on the Equipment may retain images,content or other data that you may store for purposes of normal operation of the Equipment("Data"). You acknowledge that Authorized Dealer is not storing Data on your behalf and that exposure or access to the Data by Authorized Dealer, if any, is purely incidental to the services performed by Authorized Dealer. You are solely responsible for the Data. The Canon branded Equipment contains various security features that you can utilize. Upon your request, Authorized Deafer will work with you to provide information regarding your options and offer services to assist you. Please note that Canon offers basic data security options free of charge; however, other optional services may have an additional cost associated. The terms of this Section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and Authorized Dealer could be construed to apply to Data. 11. TERMINATION. Either party may terminate this Agreement, with or without cause, by providing thirty (30) days written notice to the other party. Page 74 Copiers and Managed Print Services.RFP-NPs19s001,NA PO valuePoint Master Agreement`re s and Conditions,CMS N 140595 UJ d N ATTACHMENT D, CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT 1. Introduction.This Customer Expectation Document is designed to provide details related to the Canon Managed Print Services ('MPS") Program and to answer commonly asked questions. The terms and conditions of the MPS program can be found in the associated Managed Print Services Agreement. 2. Program Objectives.The MPS program is designed to help organizations achieve business efficiencies and cost savings through better management and administration of print environments. Our unique consulting process contemplates collaboration with our customers to identify areas for print optimization, increased productivity and cost savings. Critical to this process is the availability of print volume data from all sources within the print enterprise. The success of the program is dependent on uninterrupted communication with the printers or alternative sources of data capture in order for Authorized Dealer to perform the services and provide accurate and timely billing under the agreement. 3. Initial Contract Set-up a) Start Date.The contract becomes effective approximately 10 days after the Customer executes the MPS Agreement accompanied by a complete listing of the covered Printers on Schedule A and Schedule B, if applicable. This allows Authorized Dealer ample time to prepare its systems to accept customer calls and begin to provide services. b) Initial Printer Listing.Schedule A and B contain all relevant information on each printer initially covered under the MPS Agreement. Printers listed in Schedule B will only be eligible for toner fulfillment and monitoring services.The Customer is responsible for discovering and identifying the required information for all printers to be covered under this agreement. Although Authorized Dealer software tools may help discover devices based on detection of activity, idle units and units with no network connection may not be detected during this discovery process. In the event a customer identifies additional equipment which was mistakenly excluded from the original schedules, additional printers can be added using the Change Order form along with a printed configuration page for each printer added and made retroactive to the start date. Customers who call for services or toner for units not yet added to the contract may be told their.printer is not covered since it will not appear in the Authorized Dealer system. c) "Fit for Service"Requirements. Prior to the start of the contract,the following must be confirmed: 1. Each printer must have a minimum of 25%toner remaining in the cartridge; ii. Each printer must have a minimum of 25% life remaining for other consumable maintenance items (fuser kit, maintenance kit, drums); iii. Any printer displaying a service or supplies alert(error codes, low consumables, etc.) or demonstrating a technical or performance issue(regardless of alert status) must have the condition corrected; iv. Any printer with an image quality issue must have the condition corrected; and V. Any printer inadvertently placed on an MPS contract that does not meet"Fit for Service" requirements, must have the issues promptly remediated or the Printer must be removed from the MPS contact. d) Customers can contact Authorized Dealer Customer Service (see Section 5 below) to purchase the required consumable items (toner cartridge, maintenance kit, fuser kit, drum, etc.) and/or request a service call to remediate technical issues, so the printer can be added to an MPS contract. e) Tagging. Each printer initially covered under the agreement may be tagged with an Authorized Dealer Service tag by an Authorized Dealer representative. The tag includes the serial# of the printer, the phone #for service and supplies and other relevant information. The tag should not be removed from the printer during the term of the agreement. Authorized Dealer may mail tags to the customer for placement on the printers for machine additions or remote locations during the term of the contract. Q Installation of DCA Software.Authorized Dealer will work with the Customer's IT staff to perform the initial installation of the Data Collection Agent("DCA") software for networked devices. Additionally, Authorized Dealer may assist the Customer's IT staff to push the local client version of the DCA software for use with any non-networked printers. It is the Customer's responsibility to keep the DCA installed during the term including any reinstallation that may be required because of change in the Customer's infrastructure or environment. Page 7 Copiers and Managed Print Services®PFPsNP-1 M01.NASPO veluePoint Master Agreement Terms and Conditions,CMS 0 140595 to d N 4. Ordering Procedures a) Toner.Printer toner cartridges may be ordered from Authorized Dealer by either calling Customer Service or by placing an on-line order(if applicable). Customers who wish to use on-line ordering must first register through Authorized Dealer's on-line customer portal. Customers will be asked to provide the related serial# or asset tag#located on the asset tag placed on the printer.The maximum toner order is limited to one (1) cartridge per serial#. Authorized Dealer Reserves the right to limit toner shipments based upon print volume/utilization. Canon's Managed Print Services program does not contemplate the provision of"shelf stock"at Customer locations. Customers that require extra toner stored onsite may purchase shelf stock by contacting Customer Service (see Section 5 below). b) Service Calls. Requests for repair may be placed by either calling Authorized Dealer's Dispatch Center or by placing a service request on-line within the Authorized Dealer's on-line customer portal (if applicable). c) Add/Remove.Additions or deletions of printers covered under the MPS Agreement are made by executing and submitting an MPS Change Order form indicating the pertinent information on the specific units being added or removed from the agreement or submitting such request on-line within the customer portal (if applicable). Additionally, Customers must provide a printed configuration page from each added or removed unit that provides Authorized Dealer necessary meter, quality and other information necessary to make the change effective. Please note that changes to the printer fleet configuration may impact the price per copy reflected in the contract on a prospective basis. 5. Customer Service. For any questions or contract changes, please reference the following contact information: Email: . ,. µ ................................................................................. Phone:................................................................................................................................................ 6. Relocations. If Customers relocate any printers under the agreement, they must promptly notify Authorized Dealer in order to change the location information in the Authorized Dealer database. Customers are responsible for de-installing and reinstalling all relocated printers including installation of the DCA in order to keep the printers communicating with Authorized Dealer. Please note that printers relocated outside of Authorized Dealer's Servicing geography may not be eligible to be covered under this agreement. 7. Meter Collection.The MPS program is designed to automatically collect periodic meter readings from the printers covered under this agreement using the DCA software program. The DCA program is initially installed on the Customer network for connectivity to networked printing devices. A local DCA program must be installed on individual networked computers in order to communicate with non-networked printers. It is extremely important to keep the DCA software connected in order for Authorized Dealer to capture information in order to provide the services under the MPS Agreement. Customers are responsible to maintain this critical connection that may require reinstallation of the local DCA software when upgrading, replacing or repairing related computers. 8. Fixed Volume. If Authorized Dealer does not receive timely meter readings from the DCA software or alternatively from the Customer through other means of communication, Authorized Dealer will estimate the usage on the related devices utilizing predetermined average monthly volume information, which are based on Authorized Dealer standard usage rates by model. 9. Toner Usage Reconciliation.The MPS program includes replenishment of toner cartridges based upon toner page coverage of 5%for black toner and 20%for color toner. Customers who print images with more toner average coverage should expect to pay additional charges. Toner usage reconciliation is done separately for black toner, color toner, and MICR toner. Please see the reconciliation example below: Toner Manufacturer Yield per Cartridge 3,000 #of Cartridges shipped to Customer" x 10 Manufacturer Expected Print Volume 30,000 Extra 10% provided by Authorized Dealer 3.000 Authorized Dealer Expected Print Volume 27,000 Actual Print Volume 25,500 Volume Reconciliation 1,500 Price per Page x .0200 Toner Usage Reconciliation Charge $30.00 * Note 1: Certain cartridges for the same models may contain different manufacturer yields. * Note 2: Cartridge yield associated with"Unused Toner Cartridges" (see definition in Section 12 below) Page 76 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 ti d N purchased from Authorized Dealer for purposes of"shelf stock"may be considered during toner reconciliation, when the Actual Print Volume exceeds the Authorized Dealer Expected Print Volume. 10. Quarterly Review Process. Customers are entitled to a quarterly review discussion to review expectations, charges, print volume data and recommendations for further optimization of the print environment. 11. Renewal and End of Term Process a) The MPS agreement will not automatically renew. If the Customer wishes to renew, then Authorized Dealer shall promptly provide a renewal quote for the renewal period. Upon mutual agreement, a new agreement shall be executed for the renewal term. b) If the Customer does not choose to renew, the Customer may return unused toner cartridges within 30 days of the end of term and Authorized Dealer will adjust the#of cartridges shipped for computing the final toner reconciliation described above. c) Customers must contact Authorized Dealer's Customer Service to obtain return instructions and return authorization#prior to mailing the returned supplies back to Authorized Dealer. In the event Authorized Dealer is unable to obtain a final meter reading from the DCA or other reasonable means, Authorized Dealer will estimate the final meter reading using customer volume history or utilizing the Authorized Dealer standard usage rates by model. 12. Unused Toner Cartridges. Unused toner cartridges are defined as the original items shipped to Customers, which: a) were provided to the Customer by Authorized Dealer; b) are in the original box, which is unopened and undamaged; c) the contents (toner cartridges) are sealed and undamaged; and d) are deeded resalable, in Authorized Dealer's sole discretion. 13. Restocking Fee. A restocking fee of 10 percent(10%) of the MSRP value shall be charged for all unused toner cartridges returned to Authorized Dealer, unless the returned cartridge is deemed defective or the restocking fee is prohibited by law. 14. Toner Availability.Authorized Dealer shall use commercially reasonable efforts to procure toner cartridges for the printer(s)covered by the MPS contract. In the event OEM toner is no longer readily available (discontinued by the manufacturer, restricted distribution, exhausted inventory, etc.) Authorized Dealer shall, at its option, either(i) substitute OEM cartridges with compatible (3rd party)toner cartridges, or(ii) substitute comparable printer(s) at your expense, or(iii) cancel the balance of any remaining term of the MPS contract for the affected printer(s) and refund the unearned portion of any prepaid charges associated with the printer(s). Page 77 Copiers and Managed Print Services m RFP-NP-IMOI,NASPO ValueP®In4 Master Agreement Terms and Conditions,CMS N 140595 00 d N ARTICLE II DCA Software&Technical Requirements Authorized Dealer must utilize data collection software to provide services under this agreement. Authorized Dealer is responsible to maintain the software, provide updates when necessary, and assist with the initial installation as necessary.The detailed technical information with respect to the Data Collection Agent (DCA) is as follows: The DCA collects usage data on Products from predefined Management Information Bases (M1Bs), using Simple Network Management Protocol (SNMP). For greater security, the DCA initiates communication solely with the Authorized Dealer Data Repository. Communication sessions are conducted via HTTPS (port 443), the universal standard in secure transactions.The DCA sends and receives data in a single hourly session. Authorized Dealer does not provide root access or local edit access to the DCA and Authorized Dealer does not permit scripts to be run against the DCA. Customers must provide the following technical information in conjunction with the implementation of the Canon Managed Print Services program. This information is required specifically for the expressed purposes of configuration and implementation of the DCA. Requirements and details below may be subject to change based on modifications to the existing software or a change to the DCA software being utilized. INFORMATION DCA Server(must be able to access all subnets with devices under contract) Hostname IP Address Default Gateway Fully Qualified Domain Name DNS Server(primary and secondary) Subnet Mask Network Subnet Range(s) Proxy(if applicable) Proxy Name Port Number Username 1 Password (if required) SNMP Public (READ) Any non-public SNMP community strings CONFIGURATION In addition to the information above to function properly, the DCA requires the following network configuration Port 80 TCP (outbound access) Port 443 TCP (outbound access) SNMP (access to all subnets with devices on contract) Port 161 UDP (access to all subnets with devices on contract) ADDITIONAL PORTS REQUIRED FOR MDS CLOUD CC AGENT U11 Port 427 UDP (outbound access) 011 Port 47545 UDP (outbound access) (Canon Devices) 011 Port 47546 TCP (outbound access) (Canon Devices) 011 Port 9007 TCP (outbound access) (Canon Devices) Port 50700 UDP(inbound access) (Canon Device event notifications) 1 Port 11427 UDP(inbound access) (Canon Device power status notifications) 0 Port 44301 TCP (inbound access) (Open CC Agent dashboard on network) HARDWARE Hardware: Non-dedicated server powered on 24 hours a day, 7 days a week Network Card: 100mbit or higher RAM 512 MB or higher Internet connected browser Page 78 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 0) d N ADDITIONAL HARDWARE REQUIRED FOR MDS CLOUD CC AGENT Dual Core CPU 2.OGHz or faster RAM 4GB or more Recommended 8GB or more Available Storage 8GB or more Recommended 35GB or more SOFTWARE Computers where the DCA will be installed must meet the following software requirements: Windows 7, B, 10, Server 200B R2, Server 2012, Server 2016 or higher and .NET Framework 3.5 SP1 Including .NET 3.0 and 2.0 Feature enabled Virtualization software support: The following virlualization software will support the installation: Microsoft Virtual Server 2005 VMware GSX ADDITIONAL SOFTWARE REQUIRED FOR MDS CLOUD CC AGENT �11 Virtual Environments: VMware vSphere v6.0/v6.5 Microsoft Hyper-V:Windows Server 2008 R2/Server 2012/Server 2012 R2 :: NET Framework 4.5.2 or higher: I°7itt °, ' ,urrli„urt:, a::ft.��:rrdir�u�,.li ' a,:in,:: mlll u: t :I hill: W :: ?id:-. t'i 3 9 t... ...................... "I IIS 10.0 Express: hits :::�'�� ,:n u6t:urt�„r��ttm��:�nnt'r�� a1�:ttt�:�lii 116t��tl�'tirrat�it:. �::)x'?i1:d�.,: 1'� tt .. p .............................................................................................................................I.....q.m.m.....mmmmmm. ..mm.. ....t....................64 SOL Server Express 2014 SP2 or higher: IlmL.tA, ; d: a': ..tmnumtiit:.tdt! .,.. mlrtw, :irnm: mttLiiirt�t tttmt �Il %mmtt1L°mint..."' um: 67 COLLECTION INTERVALS FOR MDS CLOUD CC AGENT 13 Errors and alerts—Every 5 minutes while not in sleep mode E, Consumable Supplies (Toner& Paper levels)—Every 60 minutes while not in sleep mode Counters—Every 8 hours DATA TRANSMISSION The DCA transmits small amounts of data to the central server. This data includes only statistical and alert condition information. NO IMAGE DATA IS TRANSMITTED. The following data estimates are provided to assist in the assessment of network impact. DCA scan, blank IP: 5.2KB DCA scan, 1 printer: 7.2KB DCA scan, 1 printer, 254 local IP addresses: 96KB DCA scan, network of 15 printers,254 local IP addresses: 125KB Pa e 7 Copiers and Managed Print Services m PFP-NP-1"01,NASPO ValuePmint Master Agreement Terms and Conditions,CMS#140595 0 LO CV ATTACHMENT E, DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT MASTER SERVICES AGREEMENT TERMS AND CONDITIONS This Attachment includes additional terms and conditions that apply to Maintenance Agreements for Purchasing Entities (referred to as "Customer" herein) for Oce Production Equipment and Large Format Equipment (referred to as "Equipment" herein). In the event of a conflict between the Canon Maintenance Terms and Conditions set forth in Attachment B and the terms and conditions in this Attachment E,the terms and conditions in this Attachment E shall govern. 1. Installation and Site Preparation 1.1 Authorized Dealer shall install the Equipment at the location identified on the applicable Schedule ("Equipment Location"). Installation shall be deemed complete when the Equipment has been installed and is ready for commercial operation. Customer shall furnish a suitable installation site in accordance with Authorized Dealer's power, environmental, and other requirements. All site preparation, including appropriate space requirements, electrical wiring, air conditioning, required venting or special duct work and necessary permits or approvals, is Customer's responsibility. 1.2 For Software installed at a Customer location, installation shall be determined complete when the Software has been installed and is ready for commercial operation. For all of the Software, installation shall be deemed complete when Customer is provided instructions on how to access and/or download the Software. 2. Supplies Customer is entitled to the amount of toner/supplies which, on average„ covers six percent(6%) of the letter size media unless another coverage rate is specified in an Order. Unless otherwise agreed to in an Order,for cutsheet color products, Customer is entitled to the amount of toner/supplies which, on average, covers ten percent (10%) of the letter size media per color(black counts as a color). Unless specifically agreed to in an Order, supplies do not include staples. Reconciliation for overuse of toner/supplies shall be invoiced to and paid by Customer at the rates in effect at the time of such reconciliation, and will be calculated based on coverage/use. 3. Maintenance 3.1 Equipment Support: Authorized Dealer shall provide Customer: (a)Authorized Dealer's standard preventive maintenance services ('?Ws"), including labor and replacement parts to be provided Monday—Friday during Authorized Dealer's standard business hours (the length and frequency of periods of time required for preventive maintenance will be determined by Authorized Dealer); (b)corrective maintenance coverage as indicated on the applicable Schedule, including labor and replacement parts (service on Authorized Dealer holidays is available with advance notice to Authorized Dealer and Authorized Dealer shall bill Customer at its then current hourly rates for holiday service) provided that repairs can be performed in the field; and (c) engineering changes, including safety changes, deemed necessary by Authorized Dealer. Preventive maintenance includes testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications. PM's performed on weekends, holidays or between 5PM and 8.00AM (at Customer's request) will be billed at Authorized Dealer's holiday rates according to the Master Agreement Price Lists. If Customer refuses to permit installation of a safety change or removes one already installed, Authorized Dealer may discontinue maintenance support services for all Equipment until the hazard has been corrected. All defective parts removed during maintenance shall become the property of Authorized Dealer. Parts used for repair may be used or remanufactured in accordance with manufacturer's specifications. The Equipment may contain software that allows Authorized Dealer to access the Equipment remotely("Remote Software"). In such cases, Customer authorizes Authorized Dealer to use the Remote Software to (i) receive software updates and transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS (or other) protocol and (ii) store and analyze such data solely for Authorized Dealer's own purposes related to servicing the Equipment and for product improvement. 3.2 Customer shall: (a) provide Authorized Dealer full,free and safe access, subject to Customer's safety and security regulations, to the Equipment for performance of maintenance as deemed necessary by Authorized Dealer; (b) allow Authorized Dealer to store reasonable quantities of maintenance equipment and/or parts on Customer's premises; (c) provide a suitable environment for the Equipment in accordance with manufacturer's environmental requirements;and (d) inform Authorized Dealer promptly of any operating problems Page 80 Copiers and Managed Print Services-RFP-NP-1 M 1,NASPO valuePoint Master Agreement Terms and Conditions,CMS N 140595 V_ N 3.3 Remote Help Desk Support (applicable to cut sheet printers and Software under 5x8 service coverage) If Customer purchases"Remote Help Desk Support",then the following terms are applicable: (a) Authorized Dealer provides Remote Help Desk Support via telephone, to access Authorized Dealer Support Specialists for operator questions, installation support, explanation of maintained software features and functionality, network connectivity questions, and other support issues ("Remote Support"). Remote Support is available Monday—Friday 8:00AM to 8:00PM EST, excluding holidays. By purchasing Remote Support, Customer has unlimited access to the help desk. (b) Authorized Dealer will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the Authorized Dealer Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non-transferable. 3.4 Services for Additional Charae (a) The services listed in this Section are not included as part of Authorized Dealer's remedial or preventive maintenance services: Services for repair of Equipment(including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers) or replacement of parts (including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers ) caused or made necessary, in Authorized Dealer's reasonable discretion, in whole or in part, by: (i) Customer's failure to continually provide a suitable environment in accordance with Authorized Dealer's requirements; (ii) neglect, misuse, or use of the Equipment for purposes other than for which it was designed, or failure to operate the Equipment in accordance with Authorized Dealer's or manufacturer's operating instructions or within manufacturer's specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism, vandalism or burglary; (d) alterations of Equipment, including any deviation from Equipment design, unless previously authorized in writing by Authorized Dealer; (iv) attachment(s)to the Equipment, including connection of devices not supplied by Authorized Dealer, which cause the Equipment to malfunction, unless previously authorized in writing by Authorized Dealer; (v) Customer's failure to perform or its failure to correctly perform the normal duties of Customer's operators; (vi) the use of any non-Authorized Dealer parts,toner, developer or inks; (vii)the use of forms not in compliance with Authorized Dealer's paper specifications; (viii) maintenance or repair services performed by Customer or a third party without written authorization from Authorized Dealer; or(ix) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by Authorized Dealer. If in Authorized Dealer's reasonable discretion, Equipment has been rendered un-repairable, then Authorized Dealer may refuse to render services under this Agreement and may terminate the appropriate Schedule. (b) If repairs or replacements as set forth above are needed due to the causes listed in (a) above, Authorized Dealer's prices to provide any such repair or replacement will: (i) use the published hourly Master Agreement service rates and minimum charges for the service time,which includes travel and waiting time; (ii) use the current parts and material prices;and (iii) travel expenses. All repairs will be governed by the terms of this Agreement, however,Authorized Dealer reserves the right to decline to perform such services. (c) Authorized Dealer may withdraw any item of Equipment from maintenance coverage(i) if such Equipment has been removed from the Equipment Location and Authorized Dealer does not offer maintenance services at the new Equipment location; or(ii) if Authorized Dealer declares end of life for such Equipment, and then only with at least ninety(90)days prior written notice. Customer shall pay monthly service charges up to the date of termination. For any prepaid amounts, Authorized Dealer shall refund or credit the pro rata amount of the remaining term from the effective date of termination Page 81 Copiers and Managed Print Services-RFP-NP-1 -001,NASPO valuePoint Master Agreement Terms and Conditions,CMS A 140595 N LO T_ N ATTACHMENT F,SAMPLE ECOPY EULA You acknowledge that you have read all of the above terms and conditions, understand them, and agree to be bound by them. You understand that Canon USA and any Dealer are not Nuance's agents and are not authorized to make any representations or warranties on Nuance's behalf nor to vary any of the terms or conditions of this License. © Copyright 1995-2009 Nuance Communications, Inc. All rights reserved. Nuance and the Nuance logo are trademarks or registered trademarks of Nuance Communications, Inc.or its affiliates in the United States and/or other countries. P/N: 73-00521 December, 2009 This Nuance Software License Agreement (this computer program documentation, either in "License") is a legal agreement between you printed format or included in electronic (either an individual or an entity) and Nuance format on the media ("Documentation") Communications, Inc. It applies to one or more of enclosed in this Package for your internal use, the following items: eCopyTh1ShareScan@ all in accordance with the terms and (comprised of eCopy ShareScan Client software, conditions of this License. The Software and eCopy ShareScan Services Manager software and Documentation are owned by Nuance or its eCopy ShareScan Administration Console suppliers and are protected by United States software), eCopy PaperWorksTM software, the copyright laws and international treaty Nuance designated Connectors for third party provisions. Nuance and its suppliers retain applications, and updates of any of the preceding title to and all copyright and other intellectual which are provided under the Maintenance and property rights in the Software and Support Agreement described in Section 6 below. Documentation. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT 2. USE LIMITATIONS. AUTHORIZED TO USE THE NUANCE This License authorizes you to use the SOFTWARE, YOU ARE NOT PERMITTED Software in the Package only as follows: TO INSTALL OR ACTIVATE THE (a) any eCopy ShareScan Client software may SOFTWARE, AND YOU SHALL RETURN be installed and used on as many Nuance THE ENTIRE PACKAGE OF WHICH THIS supported Canon brand devices LICENSE IS A PART TO THE PLACE OF ("Licensed Devices") as are authorized by PURCHASE, AND THE FEES THAT YOU the eCopy ShareScan software license PAID FOR THE NUANCE SOFTWARE WILL package you have purchased; BE REFUNDED. If you or a third party acting on (b) any eCopy ShareScan Services Manager your instructions installs and/or activates the Software and eCopy ShareScan Software, then you will be deemed to have Administration Console software may be accepted and agreed to this License. installed on as many computers as you deem desirable to utilize eCopy ShareScan 1. LICENSE. on the Licensed Device(s) • Nuance Communications, Inc. ("Nuance") ' hereby grants to you (either an individual or (c) any eCopy PaperWorks software may be entity) a non-exclusive, non-transferable used on that number of computers as are license to use the software ("Software") either authorized by the eCopy PaperWorks contained on the media included in the software license package you have package of which this License is a part purchased; to the extent your eCopy ("Package") and/or which you are directed by PaperWorks software also contains an the Package to download from an Nuance eCopy PaperWorks Software License website, and together with the written Page 82 Cmpiem�and Managed Print Services•RFiP-NP-18.001,NASPO ValuePoint Master Agreement Terms and CondhU,ons,CMS#140 ,'9 M Uj T_ N Agreement, the terms of this License will purpose of this License, "use" of eCopy govern your use of eCopy PaperWorks; PaperWorks means loading the Software into (d) any Nuance designated Connector RAM, a computer, a hard disk or other software which is contained in the storage device. Licensed users of eCopy Package or which you are directed by the PaperWorks software may access the eCopy Package to download from an Nuance PaperWorks software from a hard disk over website ("Connector") may be used with the network, or any other method you choose as many Licensed Devices as are as long as you otherwise comply with this authorized by the Connector software License, including limiting the number of license package you have purchased; computers on which eCopy PaperWorks is (e) If the Software is labeled "Not for Resale" used to the number of eCopy PaperWorks or "NFR" and you are a Dealer (as licenses purchased. Any Connector software defined below), you are granted a limited, which is not designated in the Package is non-exclusive, non-transferable license to licensed separately. use the Software, and you may not resell, You may not modify, decompile, disassemble, or otherwise transfer, the NFR Software. (If you are not a Dealer, you should return reverse engineer or create derivative works of the NFR Software promptly to Nuance.); the Software, or remove, modify or obscure and any copyright or other proprietary rights notice on the Software or Documentation. (f) If the Software is labeled "Evaluation" You may not make copies of the Software or you are granted a limited, non-exclusive, Documentation, except that you may either (a) non- transferable license to use a copy of make one copy of the Software solely for the Evaluation Software for 45 days after backup or archival purposes, or (b) transfer you install the Evaluation Software. From the Software to a single hard disk provided time to time the Software displays a you keep the original solely for backup or reminder indicating the number of days archival purposes, in each case including remaining until expiration. You may at Nuance's copyright and other intellectual any time purchase the right to use the full property rights notices. Nor may you rent or version of the Software on the license lease the Software or use it to provide a terms specified herein. You may not copy timesharing or similar service. You will not the printed materials or user disclose the Software to third parties. You documentation accompanying the agree to cooperate with Nuance in its Evaluation Software, if any. BY YOUR verification of your compliance with this USE OF THE EVALUATION License including to permit a reasonable SOFTWARE, YOU UNDERSTAND audit. AND AGREE THAT AFTER 45 DAYS, YOU MAY NOT BE ABLE TO 3. TERM. CONTINUE TO ACCESS AND/OR USE THE EVALUATION SOFTWARE (a) Commencement of License Term. For UNLESS YOU PURCHASE THE each eCopy ShareScan Software product, RIGHT TO USE THE FULL VERSION the License Term will commence on the date on which the eCopy ShareScan OF THE SOFTWARE. product is activated. For each eCopy PaperWorks and Connector, the License Whether you have purchased eCopy Term will commence on the date on which ShareScan as a single license or multiple eCopy PaperWorks or Connector is licenses, each eCopy ShareScan Client installed by you. All Software should also component may only be used on the particular be registered with Nuance prior to use. Licensed Device(s) on which it was activated Activation and registration instructions are and may not be transferred to any other located in the applicable Nuance Software Licensed Device(s). For multiple license product, Documentation and/or Package, or packages of eCopy PaperWorks, you must at http://eCopy.com/registration.To the inform each user of the Software of the terms extent you have licensed a bundle of and conditions of this License. For the several Nuance Software products (and Page 83 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditirins-,CMS#140595 dq to T- N whether such products are contained on the presented to an authorized imaging retail media in your Package or available for dealer ("Dealer") of Canon U.S.A, Inc. download from an Nuance website), then ("Canon USA") and proven to be defective activation or installation of any one upon inspection will be exchanged for product of the bundle will simultaneously replacement media by Nuance. Replacement commence the License Term on all media will be warranted for the remainder of products of the bundle, so that the License the original 90-day warranty period of the Term of all Software products of the defective media. The limited warranty does bundle will commence at the same time. not apply if the failure of the media resulted You may exercise all of the Software and from accident, abuse or misapplication of the Documentation license rights granted to Software. EXCEPT AS PROVIDED ABOVE you in this License solely during the WITH RESPECT TO MEDIA, NEITHER License Term. NUANCE, ITS SUPPLIERS, CANON USA (b) Automatic Commencement of License NOR ANY DEALER MAKES AND YOU Term. Notwithstanding Subpart 3(a) RECEIVE NO EXPRESSED OR IMPLIED above, all Nuance Software, whether or WARRANTIES OF ANY KIND not packaged in a bundle, will be (INCLUDING, WITHOUT LIMITATION, automatically deemed activated or ANY IMPLIED WARRANTIES OF installed, as the case may be, and your MERCHANTABILITY OR FITNESS FOR License Term will automatically A PARTICULAR PURPOSE) WITH commence, not later than 180 days after RESPECT TO THE SOFTWARE, THE shipment from Nuance. DOCUMENTATION, OR ANY MEDIA, (c) Termination of License Term. This License ALL OF WHICH ARE PROVIDED "AS IS". is effective until terminated either(i) by you at any time by notifying Nuance in g, LIMITATION OF LIABILITY. writing, or (ii) automatically, upon your failure to comply with any term or NEITHER NUANCE, ITS SUPPLIERS, condition of this License and (iii) in the CANON USA NOR ANY DEALER case of Evaluation Software, SHALL BE LIABLE FOR ANY SPECIAL, automatically, 45 days after you install INDIRECT, INCIDENTAL, OR such Evaluation Software. Nuance shall CONSEQUENTIAL LOSSES OR have the right to disable operation of the DAMAGES (INCLUDING, WITHOUT Software upon termination of the License. LIMITATIONS, ANY LOSS OF DATA OR Upon termination, you agree to destroy all LOST PROFITS) PERTAINING IN ANY copies of the Software and Documentation WAY TO THE SOFTWARE, THE in your possession and to remove all DOCUMENTATION, OR ANY MEDIA, copies of the Software from all Licensed OR TO ANY OF NUANCE'S Devices, computers, hard disks and other OBLIGATIONS UNDER THIS LICENSE, storage devices. EVEN IF NUANCE, CANON USA OR THE DEALER HAS BEEN MADE 4. LIMITATION OF WARRANTIES. AWARE OF THE POSSIBILITY OF SUCH You assume responsibility for the selection of LOSSES OR DAMAGES. the Software to achieve your intended results 6, SEPARATE AGREEMENT FOR and for the installation and use of, and results MAINTENANCE AND SUPPORT. obtained from, the Software. Nuance does not warrant that the functions contained in the This License does not include any Software will meet your requirements or that maintenance or support for the Software, the operation of the Software will be which is provided separately under the uninterrupted or error free. The media, if any, optional Nuance,Inc. Software Maintenance on which the Software is recorded are and Support Agreement("Maintenance warranted against defective materials or Agreement"). If under a Maintenance workmanship under normal use for a period of Agreement you receive Software labeled as 90 days from the date of original delivery. an update,you must be properly licensed for During such warranty period, defective media the original Software to be eligible for the Page 84 Copiers and Managed Print Services-RFP•NP•1"01,NASPO ValuePoint Master Agreement Terms and Conditons,„CMS p 14 5 in N update. An update replaces and/or software. This License shall be governed by supplements the product that formed the the laws of the State of New Hampshire and basis for your eligibility for the update. You of the United States of America. All may use the resulting updated Software questions concerning the terms and provided under a Maintenance Agreement conditions of this License should be directed only in accordance with the terms of this to Nuance in writing to Legal Department, License Agreement. Nuance Communications, Inc., One Wayside Drive, Burlington. MA 01803 USA. 7. GENERAL. This License is the complete and exclusive 8. U.S. GOVERNMENT RESTRICTED statement of the agreement between you and RIGHTS. Nuance, and this License supersedes any prior The Software and the Documentation are proposal, agreement, or communication, oral provided with Restricted Rights. Use, or written, pertaining to the subject matter of duplication, or disclosure by the Government this License. You shall not export or re-export is set forth in subparagraph (c)(1)(ii) of the the Software from the United States, directly Rights in Technical Data and Computer or indirectly, except in compliance with all Software clause of DFARS 252.227-7013 or applicable statutes and regulations, including, subparagraphs (c)(I) and (2) of the without limitation, the Export Administration Commercial Computer Software -Restricted Regulations of the U.S. Department of Rights clause at 48 CFR 52.227-19, as Commerce in effect from time to time. In applicable. The contractor/manufacturer is addition, if the Software is identified as Nuance Communications, Inc., One Wayside export controlled items under applicable Drive, Burlington. MA 01803 USA. export laws,you represent and warrant that you are not a citizen,or otherwise located 9. TRADEMARKS. within, an embargoed nation (including "Nuance, the Nuance logo, eCopy, the without limitation Iran, Iraq, Syria, Sudan, eCopy logo, Making Paper Work, eCopy Libya, Cuba,North Korea, and Serbia) and ShareScan, eCopy Scan Station,and eCopy that you are not otherwise prohibited under PaperWorks are trademarks or registered the applicable export laws from receiving the trademarks of Nuance,Inc. Page 85 Copiers and Managed Print Services®Rpl'm P-IM01,NASPOValuePoint Master Agreement Terms and Canditions.CMS 40140595 to to T_ N THIS NUANCE ECOPY MAINTENANCE AND SUPPORT AGREEMENT APPLIES ONLY TO M&S OR EXTENDED M&S THAT WAS PURCHASED ON OR AFTER SEPTEMBER 6,2010. FOR M&S OR EXTENDED M&S PURCHASED PRIOR TO SEPTEMBER 6,2010, PLEASE SEE THE MAINTENANCE AND SUPPORT INSERT THAT ACCOMPANIED THE LICENSED PRODUCT. NUANCE COMMUNICATIONS, INC. SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT THIS AGREEMENT,by and between the end user entity whose name and address is entered during the 3. AUTOMATIC COMMENCEMENT.Notwithstanding online registration process described in Section 1 Section 2 above,the term of M&S will commence below("you")and Nuance Communications, Inc. automatically no later than 180 days after Nuance ("Nuance"),sets forth the terms and conditions under ships the Licensed Product or any Extension which Nuance will furnish updates to and technical Certificate. support for the following licensed software:eCopy ShareScanO software,eCopy PaperWorksT"software, 4. UPDATES TO LICENSED PRODUCTS.During the eCopy Business Automation ServicesTM software,and effective term of this Agreement,Nuance shall make the Nuance-developed Connector software that you available all updates to the Licensed Products to you have licensed from Nuance("Licensed Products")and within 30 days of Nuance's commercial release of are specified in the website through which you obtained such updates and you may download and install one your Licensed Product("Download Site"). IF YOU DO copy of each update for each Licensed Product. If the NOT AGREE WITH THE TERMS OF THIS "eCopy ShareScan®SuiteT11"Licensed Product is AGREEMENT,THEN DO NOT REGISTER WITH covered by this Agreement,then as part of your M&S NUANCE,AND NOTIFY THE ENTITY FROM WHOM you are entitled to receive one copy of each Nuance- YOU PURCAHSED AND THE FEE THAT YOU PAID developed Connector software product made WILL BE REFUNDED. If you or a third party generally available during the term of this Agreement, acting on your instructions registers with Nuance, which will be licensed to you under the same license then you will be deemed to have accepted and agreement that governs the eCopy ShareScan Suite agreed to this Agreement. Licensed Product.Nuance reserves the right to discontinue support for Nuance-developed Connectors to versions of third party applications that 1. ELIGIBILITY.In orderfor Nuance to provide you with are no longer supported by the manufacturer.New M&S,or with any extension of M&S,you must register versions of the Licensed Products,such as versions online by following the instructions at for new operating systems,are not within the scope www.eCooy.com/registration. PLEASE BE of this Agreement.Any operating system software AWARE THAT IF YOU DO NOT REGISTER from Microsoft®Licensing Inc.or its affiliates YOU WILL BE UNABLE TO ACCESS THE ("Microsoft")that has been pre-loaded on the eCopy M&S SERVICES THAT YOU HAVE ScanStation System will be supported by Microsoft in PURCHASED. accordance with the license agreement accompanying such operating system software. 2. TERM.Unless terminated pursuant to Section 10 below,this Agreement shall be in effect for the period 5. TECHNICAL SUPPORT.You shall first contact of time listed in the Download Site that begins on the Dealer for Level 1 support on the Licensed Products. start date of the license of the related Licensed Level 1 support consists of providing help-line Product(s)for which you have purchased M&S from telephone assistance in operating the Licensed Canon U.S.A.,Inc.("Canon USA")or from an Products and identifying service problems facilitating authorized office imaging retail dealer of Canon USA contact between you and Nuance to rectify such ("Dealer").This Agreement will be extended upon problems and maintaining a log of such problems to your purchase of extended M&S solely from Canon assist in tracking the same.If you still require USA or a Dealer.The period of extended M&S will be technical support after Dealer has provided Level 1 described in an Extension Certificate provided by support,then you shall have access to Nuance Canon USA or a Dealer.No matter when purchased, technical support as escalated through Dealer during the term of extended M&S starts upon the expiration the tern of this Agreement.You must specify a of the prior M&S term.For current extended M&S designated individual who will act for you as the sole prices,please contact Canon USA or a Dealer.Such support liaison to Dealer.You shall have access to prices may be changed at any time without notice.To telephone,e-mail,or web based support during the ensure continued support,extended M&S should be term of this Agreement.You can contact Technical purchased by you prior to the expiration of this Support online at www.askecopy.com.Nuance will Agreement. support the current Major Release(and related Point Page 86 Copiers and Managed Print Servlces-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions„CMS k 140595 ti rn T_ N Releases)and the most recent prior Major Release Licensed Product; provided (a)the upgrade is (and all related Point Releases),as defined below. from the immediately prior version of the For example, if the last five releases were 4.3,5.0, Licensed Product(i.e.from V4.x to V5.x, not 5.1,6.0,and 6.1,Nuance would support 5.0,5.1,6.0., V3.x to V5.x); (b) you have registered the and 6.1,but not 4.3."Major Releases"and"Point Licensed Product in accordance with Section Releases"are software releases for a Licensed 1, (c) you request such Connector Migration Product which is commercially available and Support no more than once in any twelve marketed to the public.Therefore,you are advised to month period during the Term and (d) you install promptly all updates made available to you by schedule Connector Migration Support via Nuance under Section 4 to ensure that Nuance will your Dealer during Nuance's normal business support your versions of the Licensed Products hours. throughout the term of this Agreement and any Extension Certificate. 7. ASSIGNMENT.Nuance will be entitled to assign, sub-contract or sub-let this Agreement or any part S. Additional M&S Offerings thereof.You will not be entitled to assign this (a) On-Demand Online Training—Access to Agreement or any part thereof without the prior online library of best practices,"how-to"and written consent of Nuance. "what's new"videos related to Licensed Product installation; 8. NEITHER Nuance,ITS SUPPLIERS,CANON USA (b) eCopy User Group- Membership to NOR ANY DEALER SHALL BE LIABLE FOR ANY eCopy's User Group allows you to connect INDIRECT,INCIDENTAL,OR CONSEQUENTIAL with other licensees of the Licensed Product DAMAGES(INCLUDING,WITHOUT LIMITATION, to share experiences, feedback and ANY LOSS OR DEGRADATION OF DATA OR recommend enhancements to the Licensed LOST PROFITS)ARISING FROM THE Product. Membership includes access to MAINTENANCE AND SUPPORT OF THE ECOPY periodic webinars, electronic newsletters and SCANSTATION SYSTEM,,INCLUDING access to Premium Knowledge Base Articles. UPDATES FOR LICENSED PRODUCTS,OR (c) Remote Technical Diagnostics— FROM ANY OF Nuance's OBLIGATIONS UNDER Communicate with live technical support THIS AGREEMENT,EVEN IF Nuance,ITS resources to remotely troubleshoot SUPPLIERS,CANON USA OR DEALER HAS performance and configuration issues; BEEN MADE AWARE OF THE POSSIBILITY OFSUCH LOSSES OR DAMAGES.THIS SECTION (d) License Key replacement—Upon your WILL SURVIVE THE TERMINATION OR request, a replacement license key can be EXPIRATION OF THIS AGREEMENT. issued to replace a lost or corrupt license key at no additional cost to you; 9. GENERAL This Agreement is the complete and (e) Designated Contacts—During the term of exclusive statement of the terms and conditions M&S, you may designate two primary under which Nuance will provide you with M&S for individuals (each a"Technical Contact")to the eCopy ScanStation System,including updates to serve as the liaison between you,the Licensed Products.This Agreement supersedes any Dealer, Canon USA and Nuance support prior proposal,agreement,or communication;oral or personnel. Your designated Technical written,pertaining to the subject matter contained Contact shall be the sole liaison between herein.This Agreement shall be governed by the you, the Dealer, Canon USA and Nuance for laws of the State of New Hampshire and of the M&S. To avoid interruptions in services, United States of America.All questions concerning notify Dealer, Canon USA and Nuance the terms and conditions of this M&S Agreement whenever your Technical Contact should be directed to Nuance in writing to Legal responsibilities are transferred to another Department,Nuance Communications,Inc.- individual. Corporate Offices,One Wayside Road,Burlington, (f) Connector Migration Support—With MA 01803, USA. respect to Connectors delivered to you by 10. U.S.GOVERNMENT RESTRICTED RIGHTS.Any Nuance at the time the Licensed Product is delivered ("Core Connector"), Nuance will, at upgrades of the Licensed Products or comparable additional cost, provide up to four(4) systems are provided with Restricted Rights. Use, no add hours it technical support for issues duplication,or disclosure by the Government is set encountered with the Core Connectors when forth in subparagraph(c)(1)(ii)of the Rights in moving the Licensed Product to hardware not Technical Data and Computer Software clause of supplied by Nuance or when upgrading the DFARS 252.227 7013 or subparagraphs(c)(1)and Licensed Product from a prior version of the {2)of the Commercial Computer Software- Restricted Rights clause at 48 CFR 52.22719,as Page 87 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 00 N applicable.The contractor/manufacturer is Nuance acknowledge that no refunds of any maintenance Communications, Inc.,Corporate Offices,One fees shall be made. Wayside Road,Burlington,MA 01803 USA. 11. TERMINATION.This Agreement shall terminate Copyright 0 2010 Nuance Communications, Inc. All rights automatically without notice to you upon failure to reserved. Nuance and the Nuance logo are trademarks comply with any term or condition of this Agreement or registered trademarks of Nuance Communications, Inc. or upon the termination of the license agreement for or its affiliates in the United States and/or other countries. any Licensed Product. Upon such termination,you PM:73-0051 B Page SS Copiers and Managed print Se ices a AFpmNP®10 1,NASPO Valuepeint Master Agreement Terms and Conditions,CMS#140595 0) ATTACHMENT G,SAMPLE THEREFORE EULA N THEREFORE END USER LICENSE AGREEMENT—valid only in the United States of America Therefore License Agreement This Therefore License Agreement(this"License") is a legal agreement between you,the Customer(either an individual or an entity)and Therefore Corporation GmbH,Wiener Strasse 2/2,A-2340 Moedling,Austria, incorporated in Moedling, registered at the Court of Wiener Neustadt under FN 237129 w("Therefore Corporation"). It applies to one or more of the following software items for which you have paid license fees and completed required license purchase documents: THEREFORE and associated modules and updates to any of the preceding items which are provided under the Maintenance and Support Agreement described in Section 6 below("Licensed Software"). If Customer does not agree to the terms of this License, do not use the Licensed Software associated with this License and go to the place of purchase, where any portion of the license fees paid will be refunded; if Licensed Software is used, Customer will be deemed to have accepted and agreed to these terms and conditions. 1. LICENSE. Therefore Corporation hereby grants to Customer a non-exclusive, non-transferable license to use the Licensed Software contained in the downloaded package("Package"),together with the associated computer program documentation ("Documentation")included with this Package, all in accordance with the terms and conditions of this License. The Licensed Software is typically used in a network environment in which client desktop computers and other client devices("Client Computers")are networked with a server computer("Server Computer"), acting as an application and data server, connected to a multifunctional print device, scanner or other input-output device("Licensed Device") ("Associated Hardware"). The Licensed Software and Documentation are owned by Therefore Corporation or its suppliers and are protected by United States copyright laws, international treaty provisions and the copyright laws of other countries. Therefore Corporation and its suppliers retain title to and all copyright and other intellectual property rights in the Licensed Software and Documentation. 2. USE LIMITATIONS; CUSTOMER OBLIGATIONS.This License authorizes Customer to install the Licensed Software in the Package only on (a)the Licensed Devices for which a license was purchased, (b) as many Client Computers as are authorized by the License you have purchased and (c) the Server Computer configuration for which a license was purchased, in each case as shown in the completed required license purchase documents. This License authorizes Customer to use the Licensed Software only to the extent of the named, concurrent and read-only licenses Customer purchases. Customer must inform each user of the Licensed Software of the terms and conditions of this License. For the purpose of this License, "use" means loading the Licensed Software into RAM, as well as installation on a hard disk or other storage device and also use of Licensed Software functionality by any of the available component access or execution modes. Customer may not modify, decompile, disassemble, reverse engineer or create derivative works of the Licensed Software. Customer may not make copies of the Licensed Software or Documentation, except that Customer may(a) make copies of components as reasonably needed to exercise the user rights Customer has licensed; (b) make one copy of the Licensed Software solely for backup or archival purposes, or (c) store the Licensed Software as required for customary periodic system backup or archival purposes, in each case including Therefore Corporation's copyright and other intellectual property rights notices. 3. TERM.This License is effective upon Customer's acceptance of it and will continue in effect until terminated either (a) by Customer at any time by notifying Therefore Corporation in writing or (b) automatically, upon Customer's failure to comply with any term or condition of this license or to pay license fees when due. Upon termination, Customer agrees to destroy all copies of the Licensed Software and Documentation in Customer's possession and to remove all copies of all components of the Licensed Software from the Client Computers and any other storage devices. 4. LIMITATION OF WARRANTIES. Customer assumes responsibility for the selection of the Licensed Software to achieve Customer's intended results and for the installation and use of, and results obtained from, the Licensed Software. Therefore Corporation does not warrant that the functions contained in the Licensed Software will meet Customer's requirements or that the operation of the Licensed Software will be uninterrupted or error free. NEITHER THEREFORE, ANY DEALER NOR CANON USA MAKES AND CUSTOMER RECEIVES NO EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE LICENSED SOFTWARE OR THE DOCUMENTATION OR ANY ASSOCIATED HARDWARE THAT MAY BE SOLD WITH THE LICENSED SOFTWARE, ALL OF WHICH ARE PROVIDED "AS IS." 5. LIMITATION OF LIABILITY. NEITHER THEREFORE, ANY DEALER NOR CANON USA SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, WITHOUT Page 89 Copiers and Managed Print Services-RFP-NP-1 M01.NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140555 0 cc LIMITATION, ANY LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) PERTAINING IN ANY WAY TO N THE LICENSED SOFTWARE, THE DOCUMENTATION, OR ANY STORAGE MEDIA, OR TO ANY OF THEREFORE'S OBLIGATIONS UNDER THIS LICENSE, EVEN IF THEREFORE, THE DEALER OR CANON USA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR THEREFORE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF CUSTOMER'S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DEALER OR CANON USA. 6. REQUIREMENTS; DATABASE SOFTWARE. Customer is responsible for (i) acquiring, all hardware necessary to implement and operate the Licensed Software, including devices that meet the minimum memory, processor speed or type or other requirements published from time to time by Therefore Corporation or by the licensor of any third party software that is part of the Package; (if) implementing not less than industry standard security procedures for privacy and other data protection required by law or good practices; and (iii) implementing adequate data back-up and disaster recovery procedures. The Licensed Software also requires database software. When Customer downloads the Licensed Software, the download routine checks for the presence of a database program that meets the database software requirements published from time to time by Therefore Corporation. If no database software is present, the download routine will supply a copy of Microsoft SOL Server 2005 Express. This copy is made available by Therefore Corporation pursuant to the attached Microsoft Corporation End-User License Agreement, which includes a right for Therefore Corporation to copy and distribute the object code form of the software, subject to certain requirements. In particular, Customer must agree to terms that protect this Microsoft software at least as much as the terms of the attached Microsoft Corporation End-User License Agreement. Accordingly, as part of this agreement for Licensed Software, as to the Microsoft SOL Server 2005 Express software, Customer agrees that the license terms of Sections 3 through 13 of the attached Microsoft Corporation End-User License Agreement and any other applicable terms of that agreement that protect the Microsoft SQL Server 2005 Express software made available to Customer shall govern in place of terms of this agreement that address the same subject; provided that, if this agreement has more protective terms, then those more protective terms shall govern. Microsoft is not granting Customer directly a license. However, warranty disclaimers and limits and limitations of liability set forth in the attached Microsoft Corporation End- User License Agreement shall protect Microsoft, as a third party beneficiary, and also protect Therefore Corporation and Canon USA and its dealers. 7. SEPARATE AGREEMENT FOR SUPPORT OR MAINTENANCE.This License does not include any support or maintenance for the Licensed Software, which is provided separately under the Therefore Licensed Software Support and Maintenance Agreement included in the Package ("Support Agreement"). If Customer complies with the registration requirements of the Support Agreement as specified therein, Customer will receive the first year of support and maintenance at no additional charge. Additional years of support and maintenance are available for purchase as described in the Support Agreement. S. GENERAL.This License is the complete and exclusive statement of the agreement between Customer and Therefore Corporation, and this License supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter of this License. This License shall be governed by the laws of the State of New York and of the United States of America. All questions concerning the terms and conditions of this License should be directed in writing to Therefore Corporation GmbH, Wiener Strasse 212, A-2340 Moedling, Austria. 9. U.S. GOVERNMENT RESTRICTED RIGHTS.The Licensed Software and the Documentation are provided to any Government licensee under subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Licensed Software with Restricted Rights. Use, duplication, or disclosure by the Government is set forth in clause of DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Licensed Software-Restricted Rights clause at 48 CFR 52.227- 19, as applicable. The contractor/manufacturer is Therefore Corporation GmbH, Wiener Strasse 212, A-2340 Moedling, Austria. Customer acknowledges that Customer has read all of the above terms and conditions, understands them, and agree to be bound by them. Customer understands that Canon USA is not and Dealer is not Therefore Corporation's agent and is neither authorized to make any representations or warranties on Therefore Corporation's behalf nor to vary any of the terms or conditions of this License. Page 90 Copiers and Managed Print Services®RFP-NPe1"01,NASPO ValuePoint Masler Agreement Terms and Conditions,CMS#140595 V_ cfl N SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT This software support and maintenance agreement("Agreement") by and between the Customer whose name and address appear in the registration described in Section 1 below("Customer")and Therefore Corporation GmbH (`Therefore Corporation"), sets forth the terms and conditions under which Therefore Corporation will furnish updates to and technical support for the licensed software products listed on this Agreement("Licensed Software"). 1. ELIGIBILITY. In order for Customer to be eligible for maintenance and support services, Customer must register online by completing the requested information when prompted during installation. Once Customer activates the support services,Therefore Corporation's support and maintenance database will determine eligibility and the effective term (including the initial term and any extended terms purchased with the initial purchase of Licensed Software)and send confirmation to Customer. In case an online registration is not possible,the registration may be completed via e-mail to the e-mail address displayed in the registration procedure. 2. TERM.This Agreement shall commence on the date ("Commencement Date") which is the initial date of license of the Licensed Software. Unless terminated pursuant to Section 9 below, this Agreement shall be in effect for one (1) year from the Commencement Dale, and is included at no additional charge in the price of the Licensed Software purchased from Canon U.S.A., Inc. ("Canon USA") or an authorized office imaging retail dealer of Canon USA ("Dealer"). At the original purchase or prior to the expiration of this one (1) year term, Customer may purchase extended maintenance and support solely from Canon USA or a Dealer. For current extended support prices, please contact Canon USA or a Dealer. Such prices may be changed at any time without notice. No matter when purchased, the term of extended maintenance and support starts upon the expiration date of the term that you have previously purchased. To ensure continued maintenance and support, the extension must be purchased by Customer prior to the expiration of this Agreement. If additional Licensed Software is purchased, this may result in adjustment of the effective term for all supported Licensed Software. Customer may contact the purchase source for the Licensed Software (Canon USA or Dealer) for information about the effective term of support and maintenance. Support outside the scope or term of this Agreement may be provided at the published rates of Therefore Corporation, Canon USA or its Dealers, as the case may be, for time and materials and with Customer assuming all costs, including shipping. 3. UPDATES TO LICENSED SOFTWARE. During the effective term of this Agreement Therefore Corporation will provide updates to the Licensed Software from time to time as these become available.Therefore will distribute such Updates (a) by on-line download offered to Customer's support liaison designated under this Agreement, or, (b) upon written request of Customer's support liaison and payment of the costs of media and shipping, by delivery of Licensed Software in suitable tangible media, in each case after Customer's provision of license serial number or other required license and support entitlement verification. Therefore Corporation reserves the right to discontinue support for connections to versions of third party applications that are no longer supported by the manufacturer. New versions of the Licensed Software, such as versions for new operating systems or which feature new functionality, are not within the scope of this Agreement. Any open source software and certain other third party software components that are included in the Licensed Software will be supported solely to the extent that the relevant developer makes support available to Therefore Corporation, and Therefore Corporation reserves the right to replace such third party software at any time, including if technical updates or compatibility upgrades deemed necessary by Therefore Corporation are not forthcoming from any such developer. Any updates or modified version of the Licensed Software provided under this Agreement shall be subject to the same End-User License Agreement as is applicable to the Licensed Software, and shall be subject to its terms. 4. OBTAINING TECHNICAL SUPPORT. Customer shall contact the purchasing source (Dealer or Canon USA) for Level 1 support on Licensed Software. Level 1 support consists of providing help-line telephone assistance in operating Licensed Software and identifying service problems, escalating issues as needed to rectify such problems and maintaining a log of such problems to assist in tracking the same. If Customer still requires technical support after Level 1 support has been provided by Dealer or Canon USA, as the case may be, then, at Customer's request, Canon USA shall escalate the issue in coordination with Therefore Corporation. Customer must specify a designated individual who will act for Customer as the sole support liaison to Dealer or Canon USA. Therefore Corporation will support every software release for the Licensed Software for a period of time of at least eighteen (18) months. Thus, Customer is advised to install promptly all updates produced by Therefore Corporation under Section 3 and made available to Customer by its Dealer or Canon USA under Section 3 to ensure that Therefore Corporation will support Customer's versions of the Licensed Software throughout the term of this Agreement and any extension of this Agreement. In making a request for technical support, the Customer representative must identify Customer and provide (where applicable) the serial number(s) of its Licensed Software to ensure that it is entitled to support. Page 91 Copiers and Managed Print Sarvices-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions.CMS 0 140595 N to T_ N 5. ASSIGNMENT.Therefore Corporation is entitled to assign, sub-contract or sub-let this Agreement or any part thereof. Customer is not entitled to assign this Agreement or any part thereof without the prior written consent of Therefore Corporation. 6. LIMITATION OF LIABILITY. NEITHER THEREFORE, CANON USA NOR ANY DEALER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DEGRADATION OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) ARISING FROM THE MAINTENANCE AND SUPPORT OF THE THEREFORE SYSTEM, INCLUDING LICENSED SOFTWARE AND UPDATES THEREFOR, OR FROM ANY OF THEREFORE'S OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF THEREFORE, CANON USA OR DEALER HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR THEREFORE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF CUSTOMER'S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DEALER OR CANON USA. 7. GENERAL.This Agreement is the complete and exclusive statement of the terms and conditions under which Therefore Corporation will produce Updates to be made available to Customer through Canon USA and its Dealers with maintenance and certain technical support services for Licensed Software, including updates to Licensed Software. This Agreement supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter contained herein. This Agreement shall be governed by the laws of the State of New York. All questions concerning the terms and conditions of this Agreement should be directed in writing to Therefore Corporation GmbH at Wiener Strasse 2/2, A-2340 Moedling, Austria. 8. U.S. GOVERNMENT RESTRICTED RIGHTS.Any new releases, upgrades or versions of the Licensed Software are provided to any Government licensee with Restricted Rights. Licensed Software provided under this Agreement is"commercial computer software" as defined in DFARS 252.227-7014(a)(1)(June 1995) and accompanying Documentation is subject to Restricted Rights. Contracting Officer and Government End User agree to the inclusion of third party copyrighted computer software and documentation for all Licensed Software provided under this Agreement. Use, duplication, or disclosure by the Government is set forth in subparagraph (b)(3) of Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation, DFARS 252.227-7014 (June 1995) or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19(June 1987), as applicable. Contractor/manufacturer is Therefore Corporation GmbH, Wiener Strasse 2/2, A-2340 Moedling, Austria. Contracting Officer and Government End User acknowledge that they have read all of the above terms and conditions, understand them, agree to be bound by them and further that neither Canon USA nor Dealer is a Therefore Corporation's agent, nor are they authorized to make representations or warranties on Therefore Corporation's behalf, or to vary any of the terms or conditions of this Agreement. 9. TERMINATION.This Agreement shall terminate automatically without notice to Customer upon failure to comply with any term or condition set herein or upon the termination of the license agreement for any Licensed Software. Upon such termination, Customer acknowledges that no refunds of any maintenance fees shall be made. Page 92 Copiers and Managed Pdnt Services®RFP-NP®t 01.NASPC ValueP®Int Master Agreement Terms and Conditions,CMS#140595 M tG N ATTACHMENT H, SAMPLE UNIFLOW EULA NT-WARE END USER LICENSE AGREEMENT Including provisions for Third Party Software -MICROSOFT DATA ACCESS COMPONENTS 2.6 License -Provisions for Crystal Reports Runtime Software NT-WARE SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT LICENSE CODE: Important— Read the end user license agreement before using the license code to activate the software NT-WARE'S END USER LICENSE AGREEMENT This NT-Ware License Agreement (this "License") is a legal agreement between Company (either an individual or an entity) and NT-Ware U.S.A., Inc. It applies to one or more of the following software items for which you have paid license fees: uniFLOW core and associated modules, and updates to any of the preceding items which are provided under the Maintenance and Support Agreement described in Section 6 below. If Company does not agree to the terms of this License, promptly return the entire package, of which this License is a part, to the place of purchase and Company's money will be refunded; otherwise, upon any act of acceptance or commencement of use of the Licensed Software, Company will be deemed to have accepted and agreed to these terms and conditions. 1. LICENSE. NT-Ware U.S.A., Inc. ("NT-Ware") hereby grants to Company a non-exclusive, non- transferable license to use the Licensed Software ("Licensed Software") contained on the disk(s) or other media of your uniFLOWpackage ("Package"), together with the written computer program documentation ("Documentation") enclosed in this Package, all in accordance with the terms and conditions of this License. The Licensed Software is typically used in a network environment in which client desktop computers ("Client Computers") are networked with at least one server computer ("Server Computer"), acting as a core server or remote print server, and connected to at least one multifunctional print device ("Licensed MFP") which may have an associated card reader or other authorization device ("Associated Hardware"). The Licensed Software and Documentation are Owned by NT-Ware or its suppliers and are protected by United States copyright laws and international treaty provisions. NT-Ware and its suppliers retain title to and all copyright and other intellectual property rights in the Licensed Software and Documentation. 2. USE LIMITATIONS.This License authorizes Company to install various modules of the Licensed Software in the Package only on(a)the number of Licensed MFPs with which or for which each module was purchased, and on (b)as many Client Computers and Server Computers as are authorized by the License(s) you have purchased, in your original license purchase and any follow-on purchases of additional components or usage rights.The specific license purchases you make will be evidenced in invoices issued to you by a Dealer or Canon USA(as defined in Section 4 below),which will be the proof of the extent of your rights. Company must inform each user of the Licensed Software of the terms and conditions of this License. For the purpose of this License,"use"means loading the Licensed Software into RAM, as well as installation on a hard disk or other storage medium.Company may not modify, decompile,disassemble, reverse engineer or create derivative works of the Licensed Software. Company may not make copies of the Licensed Software or Documentation, except that Company may(a) make one copy of the Licensed Software solely for backup or archival purposes, or(b)transfer Page 9 Copiers and Managed Print Services®FIF -NIP-1e 1,NASPC valueP®ird Master Agreement Terms and Conditions,CARS 0 140595 dq cfl N the Licensed Software to a single hard disk or other medium provided Company keep the original solely for backup or archival purposes, in each case including NT-Ware's copyright and other intellectual property rights notices. 3. TERM.This License is effective upon Company's purchase of the Package and will continue in effect until terminated either(a) by Company at any time by notifying NT-Ware in writing or(b)automatically, upon Company's failure to comply with any term or condition of this license, or(c) as provided by any equipment lease documents. Upon termination,Company agree to destroy all copies of the Licensed Software and Documentation in Company's possession and to remove all copies of the Licensed Software from the System, Client Computers and other storage devices. 4. LIMITATION OF WARRANTIES.Company assumes responsibility for the selection of the Licensed Software to achieve Company's intended results and for the installation and use of, and results obtained from,the Licensed Software. NT-Ware does not warrant that the functions contained in the Licensed Software will meet Company's requirements or that the operation of the Licensed Software will be uninterrupted or error free.The media, if any, on which the Licensed Software is recorded, are warranted against defective materials or workmanship under normal use for a period of 90 days from the date of original delivery. During such warranty period,defective media presented to a authorized office imaging retail dealer("Dealer")of Canon U.S.A., Inc. ("Canon USA") and proven to be defective upon inspection will be exchanged for replacement media by NT-Ware. Replacement media will be warranted for the remainder of the original 90-day warranty period of the defective media.The limited warranty does not apply if the failure of the media resulted from accident,abuse or misapplication of the program. NEITHER NT-WARE,ANY DEALER NOR CANON USA MAKES AND COMPANY RECEIVES NO EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND(INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE)WITH RESPECT TO THE LICENSED SOFTWARE OR THE DOCUMENTATION OR ANY ASSOCIATED HARDWARE THAT MAY BE SOLD WITH THE LICENSED SOFTWARE,ALL OF WHICH ARE PROVIDED"AS IS." 5. LIMITATION OF LIABILITY.NEITHER NT-WARE,ANY DEALER NOR CANON USA SHALL BE LIABLE FOR ANY SPECIAL,INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES(INCLUDING, WITHOUT LIMITATION,ANY LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) PERTAINING IN ANY WAY TO THE LICENSED SOFTWARE,THE DOCUMENTATION, OR ANY MEDIA,OR TO ANY OF NT- WARE'S OBLIGATIONS UNDER THIS LICENSE,EVEN IF NT-WARE,THE DEALER OR CANON USA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.COMPANY ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR NT-WARE(INDIVIDUALLY AND IN THE AGGREGATE)FOR DIRECT DAMAGES ARISING OUT OF COMPANY'S OPERATION OR USE OF THE LICENSED SOFTWARE,REGARDLESS OF THE FORM OF ACTION(I.E.,WHETHER 1N CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY),SHALL NOT EXCEED THE FEES ACTUALLY PAID BY COMPANY TO DEALER OR CANON USA. B. SEPARATE AGREEMENT FOR SUPPORT OR MAINTENANCE.This License does not include any support or maintenance for the Licensed Software,which is provided separately under the NT-Ware U.S.A., Inc. Licensed Software Support and Maintenance Agreement included in the Package("Support Agreement"). If Company complies with the registration requirements of the Support Agreement as specified therein, Company will receive the first year of support and maintenance at no additional charge.Additional years of support and maintenance are available for purchase as described in the Support Agreement. 7. GENERAL.This License is the complete and exclusive statement of the agreement between Company and NT-Ware, and this License supersedes any prior proposal, agreement,or communication, oral or written, pertaining to the subject matter of this License.This License shall be governed by the laws of the State of New York and of the United States of America.All questions concerning the terms and conditions of this License should be directed to NT- Ware in writing NT-Ware U.SA., Inc., 105 Maxess Road,Suite 129 S, Melville, New York 11747. 8. U.S.GOVERNMENT RESTRICTED RIGHTS.The Licensed Software and the Documentation are provided subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Licensed Software with Restricted Rights. Use, duplication,or disclosure by the Government is set forth in clause of DFARS 252.227-7013 or subparagraphs(c)(1) and (2)of the Commercial Computer Licensed Software-Restricted Rights clause at 48 CFR 52.227-19,as applicable. The contractorlmanufacturer is NT-Ware U.S.A., Inc., 105 Maxess Road, Suite 129 S, Melville, New York 11747. Company acknowledge that Company have read all of the above terms and conditions, understand them, and agree to be bound by them. Company understand that Dealer is not NT-Ware's agent and is not authorized Page 94 Copiers and Managed Print Services-RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions,CMS#140595 in cfl N to make any representations or warranties on NT-Ware's behalf nor to vary any of the terms or conditions of this License. 9. THIRD PARTY SOFTWARE.The Licenses Software uses certain additional 3rd Party software components for certain functional ities.These software components are automatically installed with the Licensed Software but are separately licensed by the 3rd party licensors under the following terms. In addition to the terms above, Company acknowledges and agrees to these terms. • MICROSOFT DATA ACCESS COMPONENTS 2.6 ("MDAC"): The MDAC are a software framework which is being used with uniFLOW for accessing SQL server and other data base systems. They are included with uniFLOW and are automatically installed during the uniFLOW installation process. Without them uniFLOW could not access these data bases. MICROSOFT CORPORATION END-USER LICENSE AGREEMENT MICROSOFT DATA ACCESS COMPONENTS 2.6 IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Microsoft Corporation for the Microsoft software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Product"). An amendment or addendum to this EULA may accompany the Product. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND. 1. GRANT OF LICENSE. Microsoft grants you the following rights provided that you comply with all terms and conditions of this EULA: a. Installation and Use. You may install and use an unlimited number of copies of the Product only for your internal use on your premises. You may make an unlimited number of copies (either in hard copy or electronic form) of any electronic documents included with the Product only for your internal use on your premises. b. Storage/Network Use. You may also store or install a copy of the Product on a storage device, such as a network server, used only to install or run the Product on your other computers over an internal network. c. Performance or Benchmark Testing. You may not disclose the results of any benchmark test using the Product to any third party without Microsoft's prior written approval. d. Application Development; Redistribution Rights. You may use the Product to design, develop, and test your software application products that will add significant and primary functionality to the Product ("Application"). You have a royalty-free right to reproduce and distribute the Product, provided that you comply with the following: i. General Redistribution Requirements. You will (a) redistribute, or have third parties redistribute, the Product in its entirety, in object code only, in a single executable file as provided by Microsoft (MDAC typ.exe), and only in conjunction with and as a part of an Application; (b) not use Microsoft's name, logo, or trademarks to market your Application without the prior written consent of Microsoft; (c) include a valid copyright notice with your Application; (d) include all copyright and trademark notices contained in the Product; (e) include a copy of this EULA with any Product you distribute; (f) indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorneys'fees, that arise or result from the use or distribution of your Application; and ii. Not permit further distribution of the Product by end users of your Application. You may direct your Application end users who desire to obtain Product redistribution rights to: hftp://www.microsoft.com/data/download.htm. Microsoft reserves the right to delete the Product download and to change, move, or remove this web page at any time, at its sole option.(ii) Reservation of Rights. Microsoft reserves all rights not expressly granted to you in this EULA. Page 95 Copiers and Managed Print Services a FP-NP®1"01,NA PO yaluePoint Master Agreement Terms and Conditions,CMS N 140595 to to N 2. ADDITIONAL SOFTWARE.This EULA applies to updates or supplements to the original Product provided by Microsoft, unless we provide other terms along with the update or supplement. 3. TRANSFER.Transfer to Third Party.The initial user of the Product may make a one-time transfer of the Product to another end user.The transfer has to include all component parts, media, printed materials, this EULA, and if applicable,the Certificate of Authenticity.The transfer may not be an indirect transfer,such as a consignment. Prior to the transfer, the end user receiving the transferred Product must agree to all the EULA terms. No Rental. You may not rent, lease, or lend the Product. 4. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.You may not reverse engineer, decompile,or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. 5. TERMINATION.Without prejudice to any other rights, Microsoft may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts. 6. CONSENT TO USE OF DATA. You agree that Microsoft and its affiliates may collect and use technical information you provide as a part of support services related to the Product. Microsoft agrees not to use this information in a form that personally identifies you. 7. EXPORT RESTRICTIONS. Export-Restricted Encryption. If the Product is identified as "North America Only Version, "the following terms apply:The Product contains strong encryption and cannot be exported outside of the United States (including Puerto Rico, Guam and all other territories, dependencies and possessions of the United States) or Canada without a U.S. Commerce Department export license or an applicable license exception. You agree that you will not directly or indirectly export or re-export the Product(or portions thereof), other than to Canada, without first obtaining an export license or determining that a license exception is applicable. For additional information see http://www.microsoft.com/exporting/. Exportable Encryption. if the Product is not identified as "North America Only Version,"the following terms apply: You agree that you will not export or re-export the Product (or portions thereof)to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export the Product (or portions thereof): (i)to any country subject to a U.S. embargo or trade restriction; (ii)to any person or entity who you know or have reason to know will utilize the Product (or portions thereof) in the production of nuclear,chemical or biological weapons; or(iii)to any person or entity who has been denied export privileges by the U.S. government. For additional information see http://www.microsoft.com/exporting/. S. DISCLAIMER OF WARRANTIES.To the maximum extent permitted by applicable law, Microsoft and its suppliers provide the Product and support services (if any)AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any(if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence,all with regard to the Product, and the provision of or failure to provide support services. ALSO,THERE 1S NO WARRANTY OR CONDITION OF TITLE,QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT. 9. EXCLUSION OF INCIDENTAL,CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE,AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER)ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT,THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MICROSOFT OR ANY SUPPLIER, AND EVEN IF MICROSOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever(including, without limitation, all damages referenced above and all direct or general damages), Page 96 Copiers and Managed Print Services-RFP-NP-1"01,NASPO ValuePoint Master Agreement Terms and Conditions„CMS#140595 ti ct, N the entire liability of Microsoft and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Product or U.S. $5.00. The foregoing limitations, exclusions and disclaimers (including Sections 11 and 12 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 11. NOTE ON JAVA SUPPORT.THE PRODUCT MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA.JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS,AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES,OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. Sun Microsystems, Inc. has contractually obligated Microsoft to make this disclaimer. 12. U.S.GOVERNMENT LICENSE RIGHTS.All Product provided to the U.S Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with`Restricted Rights"as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227.7013(OCT 1988), as applicable. 13. APPLICABLE LAW. If you acquired this Product in the United States, this EULA is governed by the laws of the State of Washington. If you acquired this Product in Canada, unless expressly prohibited by local law,this EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder,you consent to the jurisdiction of the federal and provincial courts sitting in Toronto,Ontario. If this Product was acquired outside the United States,then local law may apply. 14. COPYRIGHT.The Product is protected by copyright and other intellectual property laws and treaties. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in the Product.The Product is licensed, not sold. 15. ENTIRE AGREEMENT.This EULA, including any addendum or amendment to this EULA which is included with the Product, are the entire agreement between you and Microsoft relating to the Product and the support services (if any), and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA.To the extent the terms of any Microsoft policies or programs for support services conflict with the terms of this EULA,the terms of this EULA shall control. • CRYSTAL REPORTS FOR MICROSOFT VISUAL STUDIO 2005: MS Visual Studio is a development environment that is being used by uniFLOW. Crystal Reports, which is integrated with MS Visual Studio, is being used by uniFLOW for generating printing reports, a core functionality of uniFLOW. Please also refer to https://support.microsoft.com/en-us/kb/318102. NT-ware as a developer is licensee of MS Visual Studio and of Business Object Software Limited ("Business Objects"), the supplier of Crystal Reports software. Business Objects permits NT-ware to sub-license certain Crystal Reports Runtime Software to uniFLOW End-Users. Similar to MDAC, Crystal Reports Runtime Software ("Runtime Software") is included with uniFLOW and is automatically installed during the normal installation process. The following are terms Company agrees to as a condition of its use of the Runtime Software: The Runtime Software is licensed, not sold, to Company. Company may only use the Runtime Software in conjunction with uniFLOW.Accessing data that is not specifically created or used within the context of a uniFLOW is in violation of this license. o Company agrees not to alter disassemble, decompile, translate, adapt or reverse-engineer the Runtime Software or the report file(.RPT)format; o Company agrees not to distribute the Runtime Software with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as Business Objects' product offerings; Page 97 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terns and Conditions,CMS p 140595 00 to T_ N o Company agrees not to use the Runtime Software to create for distribution a product that is generally competitive with Business Objects'product offerings; o Company agrees not to use the Runtime Software to create for distribution a product that converts the report file (.RPT)format to an alternative report file format used by any general purpose report writing, data analysis or report delivery product that is not the property of Business Objects; and o Company agrees not to use the Runtime Software on a rental or timesharing basis or to operate a service bureau facility for the benefit of third parties. BUSINESS OBJECTS AND ITS SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS FOR THE RUNTIME SOFTWARE. BUSINESS OBJECTS AND ITS SUPPLIERS AND DISTRIBUTORS SHALL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH THE RUNTIME SOFTWARE. Business Objects and/or its suppliers retain all right, title and interest in and to the Runtime Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. Company neither owns nor hereby acquires any claim or right of ownership to the Runtime Software or to any related patents, copyrights, trademarks or other intellectual property. Company agrees to use reasonable efforts to prevent and protect the contents of the Runtime Software from unauthorized disclosure or use. Business Objects and/or its suppliers reserve all rights not expressly granted to Company. Business Objects' suppliers are the intended third party beneficiaries of these terms and have the express right to rely upon and directly enforce the terms set forth herein. The Runtime Software is copyrighted by Business Objects and/or its suppliers and is protected by United States copyright and patent laws and international treaty provisions. SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT This software support and maintenance agreement ("Agreement") by and between the company whose name and address appear in the registration described in Section 1 below ("Company") and NT-Ware U.S.A., Inc. a Delaware corporation ("NT-Ware"), sets forth the terms and conditions under which NT-Ware will furnish updates to and technical support for the licensed software products of NT-ware covered by this Agreement ("Licensed Software"). 1. ELIGIBILITY. In order for Company to be eligible for maintenance and support services, Company must register online by completing the requested information when prompted during installation.Once Company activates the support services, NT-Ware's support and maintenance database will determine eligibility and the effective term (including the initial term and any extended terms purchased with the initial purchase of Licensed Software) and send confirmation to Company. In case an online registration is not possible, the registration may be completed via e-mail or by fax to the number listed in the registration procedure. 2. TERM.This Agreement shall commence on the date ("Commencement Date") which is the date of license of the Licensed Software. Unless terminated pursuant to Section 9 below, this Agreement shall be in effect for one (1) year from the Commencement Date, and is included at no additional charge in the price of the Licensed Software purchased from Canon U.S.A., Inc. ("Canon USA") or an authorized office imaging retail dealer of Canon USA("Dealer").At the time of original purchase or prior to the expiration of this one (1)year term, Company may purchase additional years of extended maintenance and support solely from Canon USA or a Dealer.Accordingly, depending on the purchase of extended support,the duration of support will be for a period of up to five (5) years from the date of license of the Licensed Software ("Support Term"). For current extended support prices, please contact Canon USA or a Dealer. Such prices may be changed at any time without notice. No matter when purchased, the term of extended maintenance and support starts upon the expiration date of the term that you have previously purchased.To ensure continued maintenance and support,the extension must be purchased by Company prior to the expiration of this Agreement. If additional Licensed Software is purchased,this may result in adjustment of the effective term for all supported Licensed Software. Customer may contact the purchase source for the Licensed Software(Canon USA or Dealer) for information about the effective term of support and Page 98 Copiers and Managed Print Services-RFP-NP-18-001,„NASPO ValoePoint Master Agreement"terms and Conditions,CMS#140595 0) cfl N maintenance. Support outside the scope or term of this Agreement may be provided at the published rates of NT- Ware, Canon USA or its Dealers, as the case may be, for time and materials and with Company assuming all costs, including shipping. 3. UPDATES TO LICENSED SOFTWARE. During the Support Term NT-Ware will provide updates to the Licensed Software, including patches and new versions of the Licensed Software ("Updates")to Canon USA within 30 days of NT-Ware's commercial release of such Updates, and Canon USA will distribute such Updates to Dealers (or,where applicable, its direct purchasers). During the Support Term, Company is entitled to receive all commercially released Updates of the Licensed Software. Company may install any Update release itself or engage Canon USA or a Dealer to perform such installation for an agreed upon charge. NT-Ware reserves the right to discontinue support for connections to versions of third party applications that are no longer supported by the manufacturer. New versions of the Licensed Software, such as versions for new operating systems or which feature fundamentally new functionality, are not within the scope of this Agreement.Also, Updates that are patches will only be suitable and compatible with a version of Licensed Software that is not more than two (2)years from its release date (i.e., within a Mainstream Support Period as defined below).Any open source operating system software and certain other third party software components that are included in the Licensed Software will be supported solely to the extent that the relevant developer makes support available to NT-Ware,and NT-Ware reserves the right to replace such third party software at any time, including if technical updates or compatibility upgrades deemed necessary by NT-Ware are not forthcoming from any such developer.Any Updates or other modified version of the Licensed Software provided under this Agreement shall be subject to the same End-User License Agreement as is applicable to the Licensed Software, and shall be subject to its terms. 4. OBTAINING TECHNICAL SUPPORT. During the Support Term, Company shall contact the purchasing source (Dealer or Canon USA) for Level 1 support on a uniFLOW System. Level 1 support consists of providing help-line telephone assistance in operating the uniFLOW System and identifying service problems, escalating issues as needed to rectify such problems with bug fixes, if needed to remedy a problem, and maintaining a log of such problems to assist in tracking the same. If Company still requires technical support after Level 1 support has been provided by Dealer or Canon USA, as the case may be, then,at Company's request, Canon USA shall escalate the problem in coordination with NT-Ware. Company must specify a designated individual who will act for Company as the sole support liaison to Dealer or Canon USA. NT-ware will provide Level 3 support and bug fixes (if needed) only if, on the date of the support request, Company is running a version of Licensed Software that is no more than two (2) years from the release date of such version ("Mainstream Support Period"). If the Support Term is ongoing but Company requests support for a problem more than two (2), but less than seven (7) years from the release date of the Licensed Software version (the"Subsequent Support Period") hotfixes for bugs in such version are possible but not guaranteed, and any Update releases specifically for this version will further be provided at NT- ware's sole discretion based on common market demand. During the Support Period, the Mainstream Support Period will be refreshed whenever Company is running a version of the License Software that is within two (2) years of the version release date.Therefore, Company is advised to install promptly all Updates produced by NT- Ware under Section 3 and made available to Company by its Dealer or Canon USA under Section 3 to ensure that NT-Ware will optimally support Company's versions of the Licensed Products throughout the term of Company's purchased Support Period. In making a request for technical support,the Company representative must identify Company and provide the serial number(s) and release date of its version of the Licensed Software then running to define the support to which it is entitled. S. ASSIGNMENT. NT-Ware will be entitled to assign, sub-contract or sub-let this Agreement or any part thereof. Company will not be entitled to assign this Agreement or any part thereof without the prior written consent of NT-Ware. 6. LIMITATION OF LIABILITY. NEITHER NT WARE, CANON USA, NOR ANY DEALER, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DEGRADATION OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) ARISING FROM THE MAINTENANCE AND SUPPORT OF THE NT-WARE SYSTEM, INCLUDING LICENSED SOFTWARE AND UPDATES THEREFOR, OR FROM ANY OF NT-WARE'S OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF NT-WARE, CANON USA OR DEALER HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. COMPANY ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR NT-WARE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF COMPANY'S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY COMPANY TO DEALER OR CANON USA. Page 99 Copiers and Managed Print Services-RFP-NP-18.001,NASPO ValuePoint Master Agreement Terms and Conditions.CMS p 140595 0 ti N 7. GENERAL.This Agreement is the complete and exclusive statement of the terms and conditions under which NT-Ware will produce Updates to be made available to Company through Canon USA and its Dealers with maintenance and certain technical support services for the uniFLOW System, including updates to Licensed Software.This Agreement supersedes any prior proposal, agreement,or communication, oral or written, pertaining to the subject matter contained herein.This Agreement shall be governed by the laws of the State of New York. All questions concerning the terms and conditions of this Agreement should be directed to NT-Ware in writing to NT- Ware U.S.A., Inc. at 105 Maxess Road, Suite 129 S, Melville, New York 11747. a. U.S. GOVERNMENT RESTRICTED RIGHTS.Any new releases, upgrades or versions of the Licensed Software are provided with Restricted Rights. Licensed Software provided under this agreement is"commercial computer software"as defined in DFARS 252.227-7014(a)(1)(June 1995) and accompanying Documentation is subject to Restricted Rights. Contracting Officer and Government End User agree to the inclusion of third party copyrighted computer software and documentation for all Licensed Software provided under this Agreement. Use, duplication, or disclosure by the Government is set forth in subparagraph (b)(3)of Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation, DFARS 252.227-7014(June 1995) or subparagraphs (c)(1)and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227- 19(June 1987), as applicable. Contractor/manufacturer is NT-Ware U.S.A., Inc., 105 Maxess Road, Suite 129 S, Melville, New York 11747. Contracting Officer and Government End User acknowledge that they have read all of the above terms and conditions, understand them, agree to be bound by them and further that neither Canon USA nor Dealer is a NT-Ware's agent, nor are they authorized to make representations or warranties on NT-Ware's behalf, or to vary any of the terms or conditions of this Agreement. 9. TERMINATION.This Agreement shall terminate automatically without notice to Company upon failure to comply with any term or condition set herein or upon the termination of the license agreement for any Licensed Software. Upon such termination, Company acknowledges that no refunds of any maintenance fees shall be made. Registration Data: In order to activate your NT-Ware Software Maintenance and Support Agreement, you must register the Licensed Software covered by this Agreement by completing the requested information when prompted during installation. Be prepared to supply the following information: COMPANY name/Technical Contact (Name and Title): Post Office Address: E-mail Address: DEALER name: [Licensed Software Serial Number—the 10 digit number after"S/N"that is located on the label of the software CD case.] Page 100 Copiers and Managed Print Services- FP-NP-15.001,NASPo VeiuePoint faster Agreement Terms and Conditions,CMS k 140595 ti N S" of the keys,inc.4le'4vr Of 'cv '1"a hnology Partner Proposal for MC FIRE/ RESCUE at EOC Building Contract# 44000000-NASPO-I9-ACS 140595 Canon imageRUNNER ADVANCE DX C58501 Ships standard with 200-sheet Single Pass Duplexing Automatic Document Feeder, Envelope Feeder Attachment, 100-sheet stack bypass, 2 x 550-sheet Paper Cassettes, UFRIIIPCUPS Printing, Direct PDF1 XPS Printing, Color Universal Send with PDF High Compression, Encrypted PDF, Digital Signature PDF (Device and User Signature),Trace and Smooth PDF, Searchable PDFIXPS, OOXML(Scan to PPT and Word), Universal Login Manager(Requires Download),uniFLOW Online Express,Access Management System, SSD Data Initialize, Data Encryption(FIPS-140-2), IP Sec, Encrypted Secure Print, Secure Watermark,Web Browser, 3.5GB RAM,256GB SSD, Color Image Reader, Ethernet 1000Base-T1100Base- TX110Base-T,USB 2.013.0 Connectivity,Wifi Connectivity, Remote Operator's Software Kit, Color Network ScanGear and Drum Units. For proximity card use, DX platform devices come standard with iC Card Reader Box.Any configuration requiring a Proximity Card Reader is an additional purchase. Location of Unit: Fire/Rescue 7680 Overseas Hwy Marathon,FL.330SO Pricing: 60 month state contract 44000000-NASPO-19-ACS 140595 for(1)-Canon iRADV DX C5850i multifunction device at$242.07 per month. Options included in pricing:4 tray cassette feeding unit;staple finisher;buffer pass unit, fax board; IP fax expansion kit. Service and Supply Agreement: 8,000 B&W pages and 5,600 color pages billed monthly at$356.40. Overages billed at $0.0078 per B&W page and$0.0525 per color page.Includes all consumable supplies,parts service and labor. Excludes paper and staples. ➢ Includes delivery,setup,and connectivity 05.29.2024 ➢ Onsite customer training ➢ Toner replenishment ➢ Meter service provided through Canon Financial Services M NROE ZCOUT"f ATTO NEY➢ All local supplies,parts,and labor excluding paper and staples APRa FORM ➢ Average 2 hour response time to service priorities �$ ^ PE C9 O J A Please feel free to contact me with any questions at 305-783-8002 ASSISTA tJNTY ATTORNEY Date 5/28/24 Thanks John Ribble Confidential—not to 6e shared or. .. „.......,� �n .�.w,,,w, ��„„.� ........ 0000� ��,......�,��. ,��. ,��.��.�� ....u. copied without the prior written consent of Sands of the Keys,Inc PAGE I OF I N ti N i m a g e R U N N E R U� ADVANCE DX C5870i /C5860i C58501i /C5840i uumouuulllllillllllllllllllllllllllll�l0iiiuuVuuuuo imageRUNNER ADVANCE DX CS800 Series III II IIIII�III Illllullllll ll lllllll II I�I �ur * � � �� lI� III i� III l; Canon's comprehensive portfolio of imageRUNNER ADVANCE DX multifunction printers and integrated solutions can help simplify the end user experience and management of technology, better control sensitive information and print-related costs, � "� and help ensure that technology investments proactively evolve with changing needs. WORKFLOW SECURITY QUALITY AND • � EFFICIENCY � RELIABILITY 10.1"intuitive touchscreen with o Advanced standard security feature set Canon's signature reliability and engine smartphone-like usability. to help safeguard sensitive information technologies help keep productivity A unique,customized experience and assist in regulatory compliance, high and minimize the impact on tailored to individual preferences - Integrates w4h existing,third-party support resources. using My ADVANCE. SIEM*4 systems to help provide real-time, Outstanding imaging technologies and Supports mobile solutions and comprehensive rnsiights into potential toner allow for consistently striking images, integration with many popular cloud threats to the network and printers. thanks to Canon's V"color profile. services like Google Drivel 11,Technology to verify that the device boot Designed to achieve maximum uptime with Scan and convert documents to process,firmware,and applucations status notifications that help keep supplies searchable digital files in a variety initialize without alteration at startup replenished and intuitive maintenance of file formats. McAfee Embedded Control' utilizes a videos for consumables replacement whitelist to protect against malware and imageRUNNER ADVANCE models have Integration with Canon and various tampering of firmware and applicaVons, received many awards and recognition third-party software with embedded *Security policy settings can be controlled from leading industry analysts,often application platform. with a dedicated password,configured referencing strong reliability, Hot Folders allow users to drag and from a central location,and exported to drop a file into a hot folder and other supported devices. automatically print with predefined ,Control access to the device and specific settings such as number of copies features,using a host of flexible and finishing requirements. authentication methodsPIN code,user name/password,or card access' "Security information and Event Management t'h ti .. N DEVICE AND FLEET COST SLISTAINABILITY MANAGEMENT ;� MANAGEMENT -Designed for quick,easy deployment. Track and assess print,copy,scald!,and fax A combtnatw of fusing technologies and Remote diagnostics and parts life usage and allocate costs to departments low-melting-point toner minimizes power management for proactive maintenance or protects, requirements and helps ach<eve low energy and rapid fixes. Apply print polii6es and restrl2ct usage by consumpton. Easy and intuitive to monitor device status user to help reduce unnecessary printing Encourage environmentally conscious and consumable levels,turn off devices and contribute to cost effib ency work practices by enabling multiple settings remotely,observe meter readings,manage Standard cloud,based solution provides that can help save paper and energy settings,and implement security policies. a cent4llized dashboard with up•to,,the,. ENERGY STAII certified and rated Common firmware and regular updates minute insights into printer activity Ell Gold., with Unified Firmware Platform(UFP)for Upgrade to uniFLOW server or clioud-based continuous improvements and consistency solutions for full accounting and reporting across a fleet. for compatible Canon and third-party devices,pull printing,job routing,and powerful scan workflowsAW - i Illll�lllii,��l l� _ y IhGhHEpl'PM'llir° ` W r STAID;'ll fi,FIIIIPo1$511IICIII-All:12' 2-tray,3,250-sheet capacity N11NbR IF1N15il Corner and double stapling 2-tray,550-sheet " i t i 0311'P"l''1rR9y I(l'1' up to 50 sheets capacity - °gyp;gym Supports Staple-FreeSta ling Corner and double (up to 10 pages.17 lb.Bond7and sta Iingg a to 50 sheets StapleonDemand Wt inn fo tprintof Supports optional internal thema 3 hole puncher(2/3 Hole Supports Staple-Free StaplinPuncher Umt Al) St es,91Da Bond)and l f Supportsorytional HIfwI CAPACITYCA15SE TE internal2/3-hole �w^° 1EEDIING l la� Puncher(inner 3 Hale Puncher-DI) 2 450-sheet capacity A DIl Ll F PAPERFOLDIN(i Supports up to Letter 2,700-sheet capacity U11IT.-LI•" 14 lb-Bond to 140 lb.Index 141b.Bond to Offers Z-Fold 140lb.Index Supports Letter � - BO(.)1(111:7 11lbliSHII:R-A'IV 1APITH i TRI-F'OLD' 2-tray,3,250-sheet capacity CA 5'SF TTF FEED INtEI'UNFT AQ I III�NER 2-WAY TRAY-Ml gel liaw dli'SS-R'I Corner and double stapling Two 550 sheet cassettes up to 50 sheets Supports up to 12"x 18' Dekvers fast Booklet-making up to 20 processing speed, 14 lb.Bond to 14016.Index sheets and saddle-folding ,' outstandingg Rrnage up to 3 sheets quality,andtime- Supports Staple-Free Stapinng savingworkflow (up to 10 pages,17 lb.Bond)and Personalized printing Staple on Demand �F; with the built-in,entr - Sa ports optional internal levell Fiery FreeForm 1 mum", orw P3 u. P hthe data supported nting Puncher Unit-Alp CAIC111P�11-..I TYI�"f".� •" varablledataprinting hole puncher(2/3 HoleIt Built in C-Fold u to 5 sheets W.)FIII' R PASS UIhIIIT-PAI (VD l formats •Requires Buffer Prix.kinit-N. •Required when Staple f inisher.AB2,/Booklet Finisher-Al with Tri-Fold or Inner F nisher-Ll is not installed. ®•Requires Buffer Pas Unit-Nand either Booklet Finisher-Al with TKi-Fold or Staple Finisher-AB2. ti C14 ............................................................................... Maki Linit Warm-upTlme Scan Splecificaflinins From Power Approx 6 Seconds" Type Type On: Color Laser Multifunctional From Sleep Model Single-Pass Duplexing Automatic Document Feeder Core Functions C5870i: Approx 7 Seconds Document Feeder Paper Capacity Standard! Print,Copy,Scan,Send,Store C5860V Approx 6 Seconds Up to 200 Sheets(20 lb.Bond) Optional! Fax C5050V Document Feeder Supported Media Sizes Control Panel C5840i, II"x 17",Legal,Letter,Letter-R,Statement,Statemenil 10.1'TFT LCD WSVGA(Vor Flat-panel Quick Startup Approx 45econdt" Custom Size!2-3/4'x 5-1/2'to 12'x 17' Mode! Memory Dimensions(W x.ID x H) Document Feeder Supported Media Weights 5.OGBRAM 24,3/8'x28,1/2'x36,7/8'[620x722x937mm)71 Single-Sided 13.31b.Bondto80lb,Cover(SOto220gsm) Scanning! (BWCL) Solid State Drive Installation Space(W x D) Double-Sided 13.3 lb.Bond to 80 lb,Cover(50 to 220 gsm) Standard: 256(Z Basrc� 44 7/8'x 45-3/4*(1.138 x 1.162 mm) Scanning: (BW,CL) Optional: I TB (Right Cover Openwith Mul6purpose Platen Acceptable Originals Interface Connection troy extended*Cassette Drawers Open) Sheet,Book,3-Dimensional Objects Network: I000Base-7/1008ase-TVIOBase-T, Fully 71 1/2'x 45,3/4"(1,866 x 1,162 mm)Wireless LAN(IEEE 802.11 b/g/n) Configured: (Staple Finisher-ABI or Booklet Finisher ABI Pull Scan Optional: Bluetooth Low Energy with the extension tray extended-Paper Color Network ScanGear2 for both Twain and WIA Others Deck Unit,Fl+Cassette Drawers open) Supported Windows,7/8.1/110/Server 2008/ Standard: USB 2.0(Host)A,USB 3.0(Host)x1l, Weight," 05: Server 2008 R2/Server 2012/ USB 2.0(Device)xi Server 2012 R2/Server 2016 Optional: Copy Control Interface C5870i: Approx 238.1 lb(108 kg) C5860V Approx 231.5 lb(105 kg) Scan Resolution(cl Paper Output Capacity(LTR,20 lb.Bond) C5850i:: Scan for Copy: 600 x 600 Standard: 25OSheets C5840r Approx 229.31b,(104kg) Scan for Send:(Push)600 x 600(SMB/FTP/WebDAV/ Maximum; 3,450 Sheets IFAX).(Pull)600 x 600 (with Staple Finisher-AB2 or Booklet Finisher-Al 1::tidnt Specifications Scan for F= 600 x 600 with Til and 3rd Copy Tray Kill Print Resolution(dpi) Scan to Mobile Devices and Cloud-based Services Paper Sources(LTR,20 lb.Bond) 1200 x 1200 A range of solutions is available to provide scanning Standard: Dual 550-sheet Paper Cassettes, to compatible mobile devices and certain cloud-based 100-sheet Stack Bypass Standard Page Description Languages services depending on your requirements. Optional: Dual 550-Sheet Paper Cassettes UFR 11,PCL6,Adobe PS 3 (Cassette Feeding Unit-AMI),2,450-Sheet Scan Speed(LTR)(BW/CL) Supported File Types Single-sided 135/135(300 dpi).80/80(600 dpi) High Capacity Paper Cassette(High PDF,TIFF,JPEG,EPS,')XPS Scanning. Capacity Cassette Feeding Unit-C 1), 2,700-Sheet Paper Deck Printing from Mobile Devices and Cloud-based Services Double-sided 270/270(300dpi)J60/90(6ODdpQ (Paper Deck Unit-I'l) A range of standard and optional software and MEAP-based Scanning: Paper Capacity(LTR,20 lb.Bond) solutions(including Aj rPrint,Mopria,UnNersal Print by Microsoft*,Canon PRINT Business,and uniFLOW Online) Sed S npecifications Standard: 1,20OSheets are available to provide printing from mobile devices or Maximum: 6,350 Sheets internet-connected devices and cloud-based services Destination Finishing Capabilities depending on your requirements.Please contact your Standard: E-mail/Internet FAX(SMTP),SM83,0,ll P, Standard: Collate,Group sales representative for further information WebDAV Mail Box With Options: Collate,Group,Offset,Staple,Saddle-Stitch, Fonts Optional: Super G3 FAX,IP Fax Hate Punch,Staple Free Stapling,Staple On Address Book Demand' PCL 93 Roman,10 Bitmap fonts,2 OCR fonts, Andahi Mono WT J/K/S/T(Japanese, LDAP(2,000)/Local(1,600)/Speed Dial(200) Supported Media Types Korean,Simplified and Traditional Chinese]," Send Resolution(dpi) Multi-Purpose Thin,Plain,Recycled,Color,Heavy,Coated, Barcodell Push: Up to 600 x 600 Tray Tracing Bond,Transparency,Label, PS: 136 Roman Pull: Upto600x6OO Pre-punched,Letterhead,Tab,Envelope Operating System'' Communication Protocol Paper Thin,Plain,Recycled,Color,Heavy,Bond, UFRIVPS: Windows*7/8.1/I0/Server2008/ Fill FTP(TCP/IP).SMB3.0(TCP/IP),WebCAV Cassell Transparency,Pre-punched,Letterhead, Server2008 R2/Server2012/Server2Ol2 Email: SMTP,POP3 Envelope' R2/Server20I6/Server20I9,Mac 05 X Supported Media Sizes (10.11 or later) File Focal Upper Letter,Executive,Statement-R,Envelope pa Windows*7/8,00/Server2008/ Standard: TIFF,JPEG,PDF(Encrypted,Compact, Cassette lNo.10(COMIll Monarch,DL,ISO-051, Server20O8 R2/Server20I2/Server2012 Searchable,Apply Policy,Optimize for Custom Size(3-7/8"x 5-7/8'to 11-3/4"x R2/Server2016/Server2419 Web,User Signature,POF A/l b,Limited 8-1/2.) MV Windows,7/8 VIO,Mar OS X(10.10 or later) Color,Device Signature,User Signature), Lower 12'x 18,Wx 17',Legal,Letter,Letter-R. XPS(Compact,Searchable.Device Signature, Cassette: Executive,Statement-R,Envelope ............................................................................................................................................................................................................................ User Signature),Of fice Open XMIL [No.10(COM10),Monarch,DL,ISO_C51 Copy Specificalitiairls (PowerPoint.Word) Custom Size(3-7/8"x 5-7/8"to 12"x 18') First-Copy-Out Time ...................... Multi-Purpose 12'x 18.II'x 17',Legal,Letter,Letil C5870i: As fast as 2 7 seconds(BW)/ Fax, (Optlorlal) Tray: Executive,Statement,Statement-R, 3.7 seconds(Color) Envelope JNo.10(COMIO),Monarch.OL, C5860i:: As fast as 2 9 seconds(BWV ModamSpeed ISO-051.Envelope Custom Size(3-7/8'x 4.2 seconds(Color) Super G3: 33.6 Kbps 3-1/2'to 12-5/8'x 18'),Custom Size/ C5850i: As fast as 3 3 seconds(BW)/ G1 14.4 Kbps Free Size(3-7/8"x 5-1/2"to 12-5/8'x 18') 4.9 seconds(Color) Compression Method Supported Media Weights C5840i As fast as 41 seconds(SW)/ MH,MR,MMR,)BIG Cassettes: 14 lb.Bond to 140 lb,Index(52 to 256&/m2) 6.1 seconds(Color) Resolution Idpi) Stack Bypass: 14 lb.Bond to 110 lb.Cover(52 to 300&/ml) Copy Resolution(dpi) 400 m 400,200 x 400,200 x 200,200 x E'IO Duplexing, 14 lb.Bond to 140 lb,Index(52 to 256 g/ml) 600 x 600 Sending/Recording Size Print/Copy Speed(BW and Color) Multiple Copies Statement-11 to ll'x 17* C5870i: Up to 70 ppm(Lell to 42 ppm UptG999 (Letter-11):Up to 40 ppm(Legal); Magnification Fax Memory Up to 35 ppm(11"x 17') 25%.400%(1%Increments) Up to 30,000 Pages(2,000 jobs) C5860i Up to 60 ppm(Letter);Up to 36 ppm Speed Dials JI-etter-R),Up to 34 ppm(Legal); Preset Reductions/Enlargements Max.200 Up to 32 ppm(11"x 17') 25%,SO%.64%,73%,78%,100%(U),121%,129%, C5850i: Up to 50 ppm(Letter),Up to 30 ppm 200%,400% Group Dials/Destinations (Letter-R);Up to 29 ppm(Legal), Max.199 Dials Up to 27 ppm(11'x 17") Sequential Broadcast C5840w,: Up to 40 ppm(Letter);Up to 24 ppm Max.256 Addresses (Letter-R);Up to 23 ppm[Legal); Memory Backup Up to 21 ppm(11'x 17'1 Yes L0 ti C14 Network Security 5r:iieCMC atlons TLS 1.3,IPSec,IEEE002 IX authentication,SNMPV3 0 coll-li Stimal)[es Mail Box(Number Supported) Firewall Functionality(IP/MAC Address Filtering),Dual Toner" 100 User In-boxes,I Memory RX In-box,50 Confidential Network Support(Wired LAN/Wireless LAN,Wired LAN/ GPR-61 Toner SK/C/M/Y Fax In-boxes,Maximum IQOOO Pages(2,000 jobs)Stored Wired LAN),Disabling Unused Functions(Enabling/ GPR-61L Toner C/WY Advanced Box Disabling Protocols/Applications,Enabling/Disabling Toner Yield(Estimated @ 5%Coverage) Communication Protocol:SIVIB or Wei Remote Ul,Enabling/Disabling USB Interface),G3 FAX GPR-61 Toner Supported seporationfrom LAN,USB Part separation from LAN, BK: 71,000Pages Client PC: Windows(Windows 8,1/10) Prohibit the execution of files stored in Advanced Box in the GPR-61 Toner Concurrent Connections(Max MFP,Scan and Send-Virus Concerns for E-mail Reception C/M/Y. 60,000 Pages SMB: 64 GPR-61L Toner Device Security C/M/Y. 26,000 Pages WebDAV: 3 Protecting SSD Data(S%Data Encryption(APS140-2 Advanced Box Available Disc Space Validated),SSD Lockl,Standard SSD Initialize,Trusted 'Subscription to a third-party cloud service required.Subject Approx.16 GB(Standard HDD) Platform Module(TPi Job Log Conceal Function, to third-party cloud service provider's Terms and Conditions Approx.4BO GB(With Optional I TB HDID) Protecting MFD Software Integrity,Checking MFD 2 Third-party SIEM system required.Subject to third-party ............................................................................................................................................................. Software Integrity(Verify System at Startup,Runtlme SIEM system's Terms and Conditions.Canon cannot ensure e�curi,ty's�l�::Ielc�If�lic,,-,jtiVoiiis ...................................................... Intrusion Detection) compatibility with all third-party SIEM systems. 3 This feature is offbydefault and must be turned on by the user Authentication and Access Central Device Management and Auditing Warm-up times are affectedence turnedon. User Authentication(Picture Login,Picture and PIN Login, Administrator Password,Digital Certif',tate and Key •Requires additional option. Card Login,Username and Password Login,Function Management,Audit Log,Cooperating with External Security Level Login.Mobile Login),Department ID Authentication Audit System(Security Information and(,,vent Management) Far current EPEAT rating(GGId/SdveVBranze),please Asit wwouvolleationot (Department ID and PIN Login,Function Level Login), Image Bata bogging,Security Policy Setting uniFLOW Online ExpreSS17(PIN Login,Picture Login,Picture Finishing capabilities wary dependingon the options connected ............................................................................................................................................................................................................................. 7 Envelope Fisectior Attachment(standard)is required. and PIN Login,Card Login.Card and PIN Login,Username Envircmillfient,61� and Password Login,Department ID ond PIN Login,Function 6 Time from device power-on.until copy ready(not print Level Log-on),Access Management System(Access Control) Operating Environment reservation). Temperature:: 50to86"I" I Time from exiting Sleep mode to when printing is operational Document Security Humidity- �O to 80%,RH(Relative Humidity) o Time from device power-on towhen the copy icon appears and Print Security(Secure Print,Encrypted Secure Print, is enabled to operate on the touch panel display. Forced Hold Printing,uniFLOW Secure Print's),Receive Power Requirements Data Security(Confidential Fax Inbox Forwarding Received CS8)0V Includes main unit and standard ADF Documents Automatically).Scan Security(Encrypted PDF, C5860V 110.127V,60 Hz,12 A '2 Includesmain unit,consurnables,and Cassette Feeding Unit-AQl Device Signature Pi User Signature PDF/XPS C 5 8,5 Ot 3 EPS can b a printed d orec tly only from th a Remote Us or In to rfac is Adobe Lhnei C5840k 110127V,6OHz,IDA Rights Management ES2.5 Integration), "Requires the optional PCIL International Font Set-Al. BOX Security(Mail Box Password Protected,Advanced Power Consumption 5 Requires the optional Barccdo Printer Kit-DI Box Access Control),Send Data Security(Setting for aximumi Approx.1,800 W '60thoir In t d mdronments,including "a in in requesting password input pertransmission,Restricted Standby: Approx 561WIl AS/407LUN��.t,,.....�,5daC'itriL.In be supported.Some E-mail/File send functioris,Confirri FAX number,Allow/ Sleep Mode: Approx.0.8looll" ofthese solutions are chargealAe.i Device I pesaro Restrict Fax Driver Transmissions,Allow/Restrict Sending Typical Electricity Consumption(TEC)Rating-' available via the SAP Market P .11 rmai from.History,S/MIME Support),Document Tracking C5870i: 0.86kWh contact your sales representative (See ore Watermark) C5860i: 0,71 kWh 1 No charge for this solution;however,activation is required C5850k 0.57 kWh '4 Requires uniFLOW Online/uniFLOW. C5840i: 0.47 kWh 1 Reference Value(measured one unit). Standards 11 0.8 W Sleep modenot available in all circumstances ENERGY STAR*Certified due to certain settings. Rated EPEAT*Gold Based an ENERGY STAR Product Specification for Imaging Equipment Version 3.0. 4 GPR-61L Toner also available for Color(C,M,Y), Yield(estimated 5%coverage)is 26,000 images ........... Canon imageRUNNER ADVANCE DX C58701 jillIll Outstanding 70-ppm A3 Color MFP d Canon ImageRUNNER ADVANCE OX C5860i it Outstanding 60-ppm A3 Color MFP Canon ImageRLINNER ADVANCE OX C5840l Outstanding 40-ppm A3 Color MFP As an ENERGY STAR"Partner,Canon U.S.A.,Inc has certified these models as meeting the ENERGY STAR energy calloin efficiency criteria through an EPA recognized certification body ENERGY STAR and the ENERGY 5 IAR mark are registered U.S.marks.Canon,imagaRUNNER,imi and the GENUINE logo are registered trademarks, usaxanon.corn or trademarks of Canon Inc in the United States and may also be registered trademarks or trademarks other countries.Canon products after certain security features,yet manyvarlables can Impact the security of your devicel and data.Canon does Ont warrant that use of its features will prevent security issues Nothinghercin should be construed as legal or regulatory advice concerning applicable laws;customers must have their own qualified course determine the feasibility of a solution as it relates to regulatory and statutory compliance McAfee and the McAfee,ago are trademarks of McAfee LLC in the US and/or other countries,Aa other referenced product names and marks are trademarks of their respective owners.AN features presented in this brochure may not apply to all Series and/or products and may be optional;please dieck with your Canon Authorized Dealer for details.Product shown with optional accessories Canon U.S.A.does not provide legal counsel or regulatory compliance consultancy,including without limitation,Sarbanes-Oxley.Hri GLBA,Check 21 or the USA Patriot Act Each customer must have its own qualified counsel determine the advisability of a particular solution as it relates to regulatory and statutory compliance,Specifications and availability subject to change without notice Not responsible for typographical errors 02022 Canon U.S.A.,Inc All rights reserved. CANON pg' > , Trelll)( GENUINE Federal Law prohibits copying of certinn documents Violators may be 5ubjecor to penalties.We suggest that .uo,'ARTAIDGI win ms you check with yoix own legal counsel Canon U 5 A,Inc and Canon Canada,Inc Intend to cooperate with LawEnforcement Agencies in connection with r.Is!an s of omaui Yzed copying. To learn about Canon's many awards,visit 092 2 R9-I R A DXC 580 OS RSB-PD F-11 H usaxanon.com/awards. cfl ti N � m St8 tq e o �$a ' ON N N y. . p N N N N N N N N N N N wi N m 46 M m S U) N Y � M M y M N N M N N N N N N N N N n M n N M N N N N N N N N N p N N y y A VM N N N N N N N N N N N M N p M W % o c 00docc000000 m s cio 0 0Q00 0 0CS6 ci O O O G d O Z H N N N N N N N N N N N N N N N p 'Z- R a > O � rza C i Y W (� U f J d N W J m M W � � N N N N N N N M N N M N N N N p U Z w S S p ro $ G 2 � = O L N � IL E W A N _ a p � N N N y N N N N N N N N M G � m m V 0 F LL co W SE 4 � DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 03/03/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT- If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lisa Maguire NAME: Regan Insurance Agency PHONEo (305)852-3234 FAX N Ext: C,No (305)852-3703 A/C A/ 90144 Overseas Hwy. E-MAIL Imaguire@reganinsuranceinc.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Tavernier FL 33070 INSURERA: Infinity Assurance INSURED INSURER B Sands Of The Keys Inc INSURER C: PO Box 345 INSURER D INSURER E: Islamorada FL 33036 INSURER F: COVERAGES CERTIFICATE NUMBER. 24-25Auto REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO TED CLAIMS-MADE OCCUR -PREMISES Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y 50015304601 10/08/2024 10/08/2025 BODILY INJURY(Pe r accide nt) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Drive other car $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ElN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured status when required by written contract APPROVED BY RISK MANAGEMENT BY ¢,7 .w'ti..faa. DATE 03.04.25 11/ WAIVER NPA X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commission ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St AUTHORIZED REPRESENTATIVE Kew West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2177 ADDITIONAL COVERAGES Ref# Description Coverage Code Form No. Edition Date Medical payments MEDPM Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 5,000 Ref# Description Coverage Code Form No. Edition Date Uninsured motorist BI split limit UMISP Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 1,000,000 Ref# Description Coverage Code Form No. Edition Date PKG PKG Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Multi policy credit ACCT Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Hired/borrowed HRDBD Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date PIP-Basic PIP Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 10,000 0 Ref# Description Coverage Code Form No. Edition Date BED BED Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Non-owned NOWND Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001,AMS Services,Inc. 2178 Page 1 of 1 ' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYY ,.., 03/03/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT WTW Certificate Center NAME: Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd PHONE 1-877-945-7378 FAX 1-888-467-2378 AIC No Ext: AIC,No): E-MAIL certificates@wtwco.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Tokio Marine America Insurance Company 10945 INSURED INSURERB: Sompo America Fire & Marine Insurance Comp 38997 Canon U.S.A., Inc. One Canon Park INSURER C: Melville, NY 11747 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:W38051751 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYJ fMM1DDIYYYYJ LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ A MED EXP(Any one person) $ 10,000 Y GLD6404741-14 11/01/2024 11/01/2025 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ JECT PRO � LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? No NIA JCD40017RO 11/01/2024 11/01/2025 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is included as Additional Insured as respects to General Liability where required by written contract. APPROVED BY RISK MANAGEMENT 8Y DATE 03.31. WAIVER N.IA.X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street � 41 Key West, FL 33040 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2179 SR ID: 27372283 BATCH: 3855789 Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,,000.00 and Under , Zoll'Data S stems .w.... �Coatt�ct# `Q=84851 �a.ntract...with ..�.,. � .Y ..... Effective Date: 10/01120,24, Expiration Date: 12/31/2075 - Contract Purpose/Description: . , „ _ .. � � Agrp dp1l for hosted medical' 111 h and,olaitns'submittal records ah e1 wA 1 0L0 'tn "r�entior�ot � historical, ,�l nl rnedical I1h records. This is a sole W SoJut1on#rom/Zoll e,' hosted software,ts essential`,fo N(CFRfu1lts#or,medical bill�r�, tIr ;; s and 'ensures with Nationa :and State reporting reguirements Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheri Tamborski 305.2896,0 #14A CC_11001: 30% $ 8,858.38 CC_14000: 3% $ 885.84 CC_11500: 64% $18,897.87 CONTRACT COSTS CC_63100: 3% $ 885.84 Total Dollar Value of Contract: $ $29 527 92; Current Year Portion: $ $20 ," 527 (must be$100,000.00 or less) (If multiyear agreement then -- requires BOCC approval,unless the Gwmludta[ v wnGuuk 1010 0010 W oll Budgeted? Yes® No rl Grant: $ County Match: $ ` Fund/Cost Center/S)end Cate o : See Cost Center S lit}above/SC 00084,S6ftware, ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Re uired: YES ®NO CONTRACT REVIEW Reviewer Date In Digitally signed by R L Col na Department Head Signature: R.L. Colina +:2025 03 28 10:4933 0400' Digitally signed by Eve M.Lewis County Attorney Signature. Eve M. Lewis Date:2025.03.27 15:35:17-04'OD' Digitally signed by Gaelan P Jones Risk Management Signature: Gaelan P Jones Dale:2025 03 31 0E 3802 0400' Digitally signed by Julie E Cuneo Purchasing Signature: Julie E. Cuneo Date:2025,032820:55:02-04'00' �,{ Angelica Malcosky Digitally signed by Angelica Malcosky OMB vj B Signature: Dale:2025.03 31 OP 19:17-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 2180 Colorad o 80021-50 ZOLL,, s( 59 ORDER Q-84851 3 474-4499(0oll( free) DATA SYSTEMS Customer Information ...._-�---- Bill To: Monroe County Fire Rescue Company Name:Monroe County Fire Rescue 7280 Overseas Highway Address: 7280 Overseas Highway Marathon,FL 33050 Marathon,FL 33050 Contact: Cheri Tamborski Email: tamborski-cheri@monroecounty-fl.gov Software,SaaS and Services offer Expiration: March 31,2025 Initial Term: 15 months (October 1,2024-December 31,2025) OLL Representative: Jahn Jaweed chy Limit unit Price Monthly Fee Itern Lic,Type Descry turn i56f 80 .- TERNIINATiN aO ce Rus(Per Concurrent WOO- 2 caneG�l User $7 00.90 3 HI35P HL THE COUNTY'S CONVENIENCE AS OF 12131/2025 Sr iJ2 HEi'C'•"1PL HL i osted R'escueNtst PCR nquis(Per IBC nth) PCR 41 92 TERMINATING FOR THE COUNTY'S CONVENIENCE AS OF 1213112025 ( n) Station $285 00 5855 OC HFPId HL Hrasted RescueNetFlreRrU'STERMINATING FOR THE (END OF LIFE 12 W2025)- COUNTY�S CONVENIENCE AS OF 3/31/2025 310 Thp 52,95 3t/SJ. RescueRA Milin Pro(Per Crl lMonth) TERMINATING FOR THE COUNTY'S CONVENIENCE H'EPRC}1 HL - NCE (Any average AS OF 313112025 will be billed at price per Triplunit) MONTHLY FEES FOR THE PERIOD 1011/2024-3131/2025: $2.521.32 TOTAL MONTHLY FEES FOR THE PERIOD 10/112024-313112025(the"PAST DUE AMOUNTI: $15,127.92 HOSTED MONTHLY MINIMUM FEE FOR THE PERIOD 4/1/2025-12131/2025: $1,500.00 TOTAL MONTHLY FEES FOR THE PERIOD 41112025-1213112025: $14,400.00 PROJECTED FEES FOR INITIAL TERM: $29,527.92 TERMS Party Identification. t~aistrarne-r is Mtaoazte County,Florida,a political subdivision of the State of Florida,acting through its Board of County Commissioners. Additionally,Customer Is the File and Ambulance District 1 of Monroe County,Florida,a munlcapl services taring unfit established under Florida law and Page 1 of 5 2181 Order Q-84851 codified in Section 22-129,Monroe County Code of Ordinances,acting through its Board of Governors.Collectively the Customers referenced above will be referenced as'the County"throughout,and mean"Customer." References to"Contractor'mean ZOLL, HOSTED MONTHLY MINIMUM FEE. $1600 HOSTED MONTHLY MINIMUM FEE APPLIES TO CONTINUING ANY E REP PLUS, HOSTED RESCUEN CR PLUS AND OR HOSTED RESCUENET IRERMS PREMIUM)" SAAS (HOSTED BILLING SERVICE . ORDER STATUS. FOR THE AVOIDANCE OF DOUBT, EFFECTIVE ON OCTOBER 1, 2024, RETROACTIVELY,THIS ORDER 0-64861 SUPERSEDES AND REPLACES ORDER C -5616# (THE "PRIOR ORDER"), AND THE PRIOR ORDER SHALL BE OF NO FURTHER FORCE. OR EFFECT, PROVIDED, THAT CUSTOMER PROMPTLY PAYS ZOLL THE AMOUNT OF $16,127ro92 FOR THE PAST DUE AMOUNT. IF CUSTOMER DOES NOT EXECUTE THIS ORDER BY MARCH 31, 2025, AND PAY"THE PAST DUE AMOUNT WITHIN A REASONABLE TIMEFRAME (NOT TN TIT PROR. DAYS FROM COUNTYY"S RECEIPT OF A FULLY EXECUTED AGREEMENT), HE ORDER REMAINS IN EFFECT UNTIL TERMINATED IN ACCORDANCE THEREWITH AND THIS OFFER IS WITHDRAWN. TERMINATION FOR. CON' 'ENIENCE. 'RESCUENET BILLING PRO SAAS AND.... HOSTED RESMINATIONET FIRERMS PREMIUM ARE TERMINATED BY AGREEMENT OF THE PARTIES AS RE MARCH 31, ERMS JS'COMER' I S TERMINATING THIS ORDER FOR ITS CONVENIENCE EFFECTIVE AS OF DECEMBER 31, 2025 COB), AND ZOLL ACCEPTS SUCH TERMINATION. THEREFORE, THIS ORDER WILL NOT AUTOMATICALLY RENEW AFTER ITS INITIAL TERM ENDING DECEMBER 31, 2025. Monthly Fees commencement Date. For the avoidance of doubt,Monthly Fees as detailed above will commence on October 1,2024(retroactively) pursuant to this Order(the'Monthly Fees commencement Date"). f he Initial fermi wall begin on October 1,2024(the-Effective Date"")and will end the number months'indicated above tdGtlowing plan Monthly Fees Commencement Cate Discounted Fees are rounded to two declmak planes for display purposes many as eight declmak places may be present in the actual price.The total Fees in this Order were calculated using the actual pnoe,which are the true and binding totals for 9his Order Order of Precedence:In the event of any inconsistency between this Order Q-84851 and any other portion of the Agreement(defined below),the terms and conditions of this Order will control. tity ida and requ Additional Terms for this Order. To the extent applicable to Customers s the nmental en f a conflict owRhe State of any terms or conditions ofrthe red b Agsuch reeme lathe applicable laws('"State Law`) the following terms and conditmns apply ands i e event folly wing terms and conditions w1l'govern and control to the extent of the conflict: ent vwpit be governed by and interpreted in accordance win the laves Of the united States of Arnencan and State Law • Governing Law The Agreem avithacmt reference fo ofloroe of gout pnnodples Any action between the parties anstng from or rotating to clue Agreement yr tl be brought in a rein Rcrcated in the Slate with Iurdsdictlon over Customer Each party consents to the exclusive venire and personal iurisdictlon of the follo wing stale end federal tit in and far Monroe County,Florida,and United States District Caatn in and for the Southern District courts located in the Stake° sixteenth ludic ai Clmc of Florida,of United States Bankruptcy Court for[he Southern District of Flortda�whenever a ppVleaCaPe. futon-Approprfatlons If Customer"s payments are based upon the availability of public funding under its auihianty and,after malting due efforts,4 • les available for the subsequent fiscal year covered by the term of the Agreement,then Customer Customer fails to appropriate funds or make mon shall notify ZOLL prior to the start of such fiscal year and this Agreement shall terminated on the last day of the fiscal year for wliiialr funds wawa appropriated or monies made available for such purposes Without Customer's further fpatimly,for suiesegruent frscat year payment. If'Customer falls to so notify ZOLL prior to the start of such frisoli year,then this Agreement shall be terminated on the date Customer provides such notice to ZOLL unless applrcabile law expressly requires an eadler date. • Indemnity and Defense, Customers indemnification and defense obligations do not apply to the extent expressly prohibited by State Law. ZOLL further acknowledges the limslatio'ns provided below in the paragraph entitled"customers Liability and Sovereign immunity." • Additional Indemnificatiom In addition toZOLL's inderuriaficalion obligallons set forin in the Agreement,ZOLL will defend any,action against Customer Parties(as defined m The Ageeernenl)brought by a third party that is caused by ZOLL s material breach of the Business Associate Agreemenl and wilt mdemntfy and hold the Customer Pules harmless from those Fasts and damages finally awarded against the Customer Ponies in any such actio n tlr,aq are specifically attributable to such o6aim or those coats arxt damages agreed to by ZOLL in a monetary settlement of such action The foregoing obligations are conditioned on such Cus dai (r hepro pally notifying,ZOLL in wiling of such claim or action.(It)giving ZOLL sole conlmo of the defZOLL ense thereof and arwy relaled settlement negoliatranst and(its)cooperating with ZOLL and.al ZOLL`s request and expense,asslsling in such defense Customer will not enter into any settlement that rmposes any legal liability or financial obligation on Customer without Customer's prior wrnten consent Cr Nstamer will have the right,al its option.to participate in the settlement or defense of the claim,with its own counsel and at its:own expense.The parties acknowledges that the Agfe�ement includes Subsection a(ZOL L to Section S(lnafem afr tlr ).which stales In park"'ZOLL wall defend� y action against,ce,$ Customer or Its agents,officem.directors,or employees(the"°cuslomer Parties")brought by a third party alleging that' oftraare, aS or 'ervloes Page 2 of 5 2182 Order Q-84851 armless infnnge Gray U pi damages nil Y awardedhts,or pagatpn None Customer any trade s elcrets fin any sird uch action hatarty and will r are specifically y atttir utabte t such clademnify and hold the Customer Parties im or hanse from those casts an g costs and damages agreed to by ZOLL in a monetary settlement of such aClion. , any monetary ilmitations and enses oi • Customer's Nothing ttarernser Liability and as a a erred a party's soverewgn immunity ZOLL ACKNby State Law cMEf ES Ti f T SIGNING THIS,t3AblefRt?ER tlSr 'Nt]f A AIVE F Nothing hereinER'S SOVEREIGN as a wi t�tarlUNtTY AND THAT CUSTOMER'S LIABtt.IITY IS SUBJECT'TO THE MONETARY LIMITATIONS AND DEFENSES' IMPOSED BY SECTION 768.28,FLORDA STATUTES Exclusions To ZOLL"s knoavtedge,ZOLL and ats off'aners.directors,and employees assngned to 'Federal H account Healthcare are not excluded or debarred • from participation it,any federal health care programs as defined an d'2 USC§t32Ca•7bff�(tins'Federal htealttrcara Programs"I.Listing on the from Federal Pfccuteme"It Office of Non inspector no t Programs IUSIO tm bsrl foor sile))ded individuals uaCs orr an�tnti �rnyf state Medicaid:eraticKs,Lists xclusion Cis,orrdth Office of Foreign Assets a p Coralrot"s(CFAC'sj�d list�sl VA'I,Constitute exotusion for purposes of tksns paragraph, Any breach of INS section will glue Customer IN right o terminate this Agreement without early termination tees or penalty. cOnIfactor has uses the stem • Verification of inn United Slates ained by Departm nttloffiHomelandN LSecuurity to verify he work authorization status Of all n�y hired�ertrpioyeesynycoL and each applicable submpt ancet wvovidin e requirements of Secllon 44El.095 Florida Statutes,and that entry auto this Agreement will not violate that statute, The rights and remedies Pt ovirUed by Secron 448,€95,Florida Statutes will apply to ZOLL's violation thereof. equirements and on 287 133 Florida • Public u li Est ty Crimes entry auto ZOLL represents thatiii it s,familiar wilco ZCLhe 1`1 L further represents ennt hat'there has ons rbeentrno dele inabon that SitaCot ritted rep a represents entity oil en as do this d by Section 2ff7 of v Florida Statutes and that f has not been formally charged with eomnmniting an act defined as a-public entity crime"as defitass r f the amount of ntoney invoived or whelher ZOLL has been placed on the convicted vendor list, f iscrirntnatory Vendor and Scrutinized Companies Lists,Foreign Countries of Concern ZOLL represents ftl`it has not been placed on the • it is not ®dnscnminato veFlorida Statutes�Zt3LLdr n e coos and certifiesddatSrt s not,and folutes,and artttme duration coflthe term+�it ninized ot be inelfgtble oursu ant to tCdntrac i ah or 215.4.25, Customer 5,any of the grounds stated to Sents and t3S. that Statutes and represents that it is and for th duration of the term 9"ll rernann, an compliance with Seclin 2IIFx lilt.Florida Statutes pursuant to Secaof 287 on a ctontraclorida tt to protatutes,-An vide arty goods or ervrces to a Pubre or 0liale Who snn I' Placed on the oascr minatory vendor list may nor submt a bid,ProPcS4,or rap y naagr not submit a bid.ProPdsal,or reply On a contract wvrfln a Prtbfn"C enttt'y for fhe consfrucli6on or repair of a Pub building or Public riorlr,r�pp itof serbrnr"f bids.Proposals, or reptes on leases of teal property to a Pubtd'c entity,may not be awarded or Perform avorfw as a contractor suPPUr'er, subcontractor,or consultant cinder a contract with any public entity.sizd may ntrf 8ransact business svefn any public sillily.'" Nnsuranca: ZOLL shall obtain and maintain ttaroughout the terra of this Agreement,at As own expense,ryberliability insurance with a hminimunm Britt In liability of O tress than Drain million m intairs�O,atCaT.o0o). ZOLL will provide a cerillicaute of insurance evidencing such coverage upon Customer's request. reques Records,Custorrmer is a puche agency subject to Chapter I 1 g,Fllonda Statutes.To the extent ZOLL ns acting On behalf ofC,usaorraer pursuant to Public Sec Reion t r s,Ctt,Florida Statutes„ZOLL shalt oornpty,Anlh all applicable public records tavn as"`C4arttfactdr,"specifically ° Keep and maintain public records required by the public agency fa perform the Service, the Upon request from de the inspected ed or coped riittmirnstod's cur a ro�sorwata-e time an of public records,, a cost Char does not prowde the public e exceed the Coscy Will' ta copy a,provided sin this chapter or I as sed except otherwise provided by lava. are not ° assauthorr7ed by law for the duration oft he contract term and roi owingt or confidential and exempt co mpletion of the disclosure c ntract if Qhe contraClo dries nodisc tPansfrrr the records to the public agencyall Public recor 0 maintainecomple io rec(the contract,ords requkredtCayait transfer agency to p rform th at no cosL to the Public e servic if the contractor l a sfeas allllf publauereicords torthe keepublic and ic records that denuafand exempt from blic re rduledi closure requiireme tso f�rtheocontrracttor keeps andpmainttainslPub c records uponcompletion f pletionof the contract,the y Must be P"O"ed 10 the ublic agutncy.uponarequeeest all t from thable pubt requirements c�for nlof public records in a formal that is cubhC records All records stored tompatibleluwvAth'the information technology systertts of the public agency,. STION S REGARDING THE APPLICATION IF THE CONTRACTOR HAS QUE OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS at 305) 292-3470, publicrecords@monroecounty-fl,I,gov, c/o 'Monroe County Attorraey's Office, 1111 12th St., Suite 408, Key West FL 33040. Limitation of 1.10111ty NEITHER ZOILL, EMPLOYEES,AGENTS, SERVICE PROVIDERS,SUPPLIERS ORLICENSORS,R ITS AFFILIATES BE LIABLE FOR LOSS OFTIVE PROFITG,DATA BDUSINESS OR GOOD NtLL COST$Of PROCUREMENT'OF SUBSTITUTE GOODS CAR SERVICES OR ANY OTHER INDIRECT,INCIDENTAL.SPECIAL,PUNITIVE,EXEMPLARY,OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED ZOLL,S TOTAL CUMULATIVE LIABILITY IN CONNECnoN WITtHI ITS Page 3 of 5 2183 Order Q-84851 IATE i � ftR AOR � I i EXCEEDL NOT MATERIAL BREACH IF TE t,ayt,tt.n ISL.ANTH BUSINESS TOTALCUMULATIVEL 14TY FOR CN � � � DAMAGES � LIABILITIES N CONNECTION VVITtt THIS AGREEMENT AN ORDER WHET IN CONTRACT TORT OR r 7l'HERtAtNSE WILL NOT Ey CEEf1 THE AfalCrTW IoApL T MOLL By PERIOD PRECEDING HE EVENTS GIVING RISE SERVICES SUCH LIABILITY GUST�MER ACKNOWLEDGES THAT THESE %"l�'tVK.NS UNDER THE APPLICABLE ORDER DURING THE MONTH T • OF RISK SET FORTHIt THIS ACRE t AND THAT WOULD h1�R NNf[ 'THIS AGREEMENT REFLECfTHE ALLOCATION AGREES LIMIIT-ioNsILL APPLY NOTWITHSTANDING THESE MTATIINSON ITS 1IABIITY,C IF IT HAS BEEN ADVSED OF THE POSSIBILITY OF S9H DAvAG ES lE fSSE IPURPOSE ANY L C REMEDY,EVEN OR IF StYCIrf DAMAGES tavl`;tIF F49RESEEPnw81`E, the Agreenterildoes not er parties,It is the, • Independent aC las tact the For avoidance vo Banc an f doubt,dent contractor under his rAgreement and eate an notkin Gouar�ty s employee for between pu ses including Intent of the p payments,Federal insurance Contribution Act the but not limited to,the application of Ilia Fair Labor Staatdards Act nriaoirnuh wage artrt overtime Social Security Act,the Federal Unennployment Tax Act,the Provdsaons of Ilne Internal Revenue Code,the State Worker's Compensation Aot,and the State LlrnennoroYpneatl Insurance law, invoces will be a SOL « ('Local payments s and false Claims OrdiniII paymars Act") 'o ttractoract tonal d�laires th t Contractor a Kn�Wedges tI rightsanti emed'es�aid in accordance with Sedton 2 1available t8,70 el o thefCouurnty pursuant to Section 2-721 at ai of the Monroe County Code• . Conflicts of interest. To each party"s knowledge,there Is no conflict of irterest between Ilhe County and Contractor" Gratuities. Contractor hereby ceatires that it has,not offered',given si ndatnorr,preparation of any part agreed to give any County employee Agreemy.ent. �av or.or anohing of monetary • value in Connection vrith any decision,approval,disapproval,reromme Kickbacks. Contractor r acrifies that V has real$Ivan payment.gratuity,or offer of employment to be made by or on behalf a a subcontractor under • a Kickbacks, contract to Contractor or higher tier t has onlracG r or any person assou,iated therrern ih,as an Inducement of the award of a snrbcon.ract air raider. Non-Collusion Statement. Contractor certifies that the price proposed by has been was o induivedce e another erso aor entioutty y to lion,consultation„ • or communication for the Purpose art restricting cornpelthon,and no atteunuPt has been made to Induce another person or antaty to submit a proposal, or not submit,tar the purpose of restricting.competition In the award of this Agreement. • Ethics Clause pursuant try Monroe County Ordinance No.010-195t1, Contractor warrant that at has not errnpt Code of oyed,retaened or otheravise had act on hlshts behalf anY noviotaton�unly Norlc r o U tf onCroe ounfy a of trdinancas subject to the prohibition re For btu ach or violation o9 this provisionnances.of any the county may,in coats officer or employee also,in its discretion.,terminate any fee,tis"n1lsslon,lhOul h Cagey gIl or cand onsiderat onopaid to the eforaa rrcounty officer or employee of county o�cwer oh a se price,or sr enro�looy� the amo must orida « Foreign Gifts ant�Contracts. Contractor acknowledges Ala Statutes:sthat itFra acFallflraanptoariy flrnely with �ssaapptssedt under f 285 1Ld1 flyta) Florida Starufe a finae disclosure requiremerim in Section 286,101, lOrder Statutes pursuant defeirrranrrvq a thrall or sr,bsecrent violation tyyr err enfrfy other than a stafs agency o political saabrrivrron rrnrasf aa�fornalr"calfy d sryuafrfy dine eruCPfy arrr determining ngfor any$mitt orcontarvaor funded b r a stale agency or any+po�icra subdivision unfaf such inarrdgibility is fiPreal trig flre.tdrnrnasfrafaora Coanrarassron q"Governror and Cabinet per f a 202; Ronda Statutes]for good cause" Scrutinized Companies sari Countrlesof Concern per Sections 287.13$and 215.473,and Section 207.138, Florida tatuttas.If lifts A reernent • is for goods Israel Last,ices of$1 million or more.thengaged n a boycott ofeesraatlntsl tunas not been ptaOr hereby bad on the crut ris,halif�a)has med Comt been panies%mth on lhActtiivities in Sudan List ruti anor tthe Scrutinized crub Boycott Isr Companies enga�aed in a t� loan f Israel, Sectors List(formerly the pram taelroleurn Energy Sector Lwstl and cl has not been engage n a boycott of Isla aft after the in tausua•uass operations in Cuba or Syria If County determines That Contractor has falsely certified tads under thus paragraph.or at Contractor is tour to have been placed on a Nast created pursuant to Section 215 473. Fronde Statutes. gr amended or to engaged execution of this Agreement,County will have ail rights and remedies to kerrna'nale This Agreement Consistent walk Section n 287 135,Ronda Statutes. as ammended„The County reserves art rights to waive certain requirements of this Paragraph on a case bd°case exception basis pursuant to Santini 287 135,Florida Statw.rtas,as arnentd, Beginning January I„2024„the County must not enter Into a Contract that grants access to era individual s personal rderrtllublic of Iran, ,e Democratic r People's any Fof eign of Country a.ftC ncern such as of Cu+�fPeoplthe VenRe�uaelara ragepublic or l�rne of IN faders,or line Sydanhina,the Russian Federation,the�sArab Repulamie pblic,unless the Contractor provides fine: Republic t.2I72S.the County Courtly vnlh an affidavit signed of a authorized raprasentailve of The Contractor,under penalty of perqury.attesting that the Contractor does no meat any of the arf dayria ao subparagraphs 2g4aq CCq of Section 287 138.Florida Stafules.as may be amended.Beginning January must not extend or nod "an contract dat giants entatrve of 9l Contractor,under peaccess to an individuat's Wsonal nalty 0 identifying ttesting information ethat The ca�ntra ICIF does not meet any win a g Florida Statutes, oof the f this Ark ria in subparagraphs, esultl+naadrnofsStrct4ve saint o sand penalties bY the a CHtoe of the Attorney General Of the Stakeon 287 of ITSLA in termination Nancoarcive meant Conduct (of Labor tor is or Services, As a rringoijarrimene an affidavit under r peal nalty oN pa submittirttgaary attesting that Contractor does not users Ater won for labor or a govern hl services in accordance with:Section 787 06,Florida Statutes. Nondiscriminattom As applicable to its provision of services to the County Contrado agrees to corniaiy,with all applicable Federal and Florida statutes,ano ail local ordinances,as applicable, elating to notdiisotpnslrnattorr. Tits and cen&les that it and its applicable subcontractors do not and will not use prohibited Telecommunications equipment-Contractor repaasery es loations sysytem,po a,stcrpicall technology ea st part o 'ny system, ass suchnterrms ar sed rn 48 CFRa 52 204-2asthrough 52 204-28.CBy execull this Page 4 of 5 2184 Order 0-84851 �reearrent, rcyfiiraclor repfo ents and 4er6ados th&Ii t oriaraotor and its apphcable �sub0nti xactors mint urc1 pfovtde or use -01 Caaverr�d at this Agree frol qi teloCommulscali tia egvp"n Sv syWaln. GW,Services for any scope w0fk petfcarn�r�d(Or the Cr�rraty tor l an�nftlre dwraC cyrn by any afteris nol(fto of ource,C;firap user rmorrrtprcv�+atnplry report;a vnto�cnat a� gr7nC `��a6�75-tdigsy tto ee Of y.nar s by a SAA10lrilractrif at any ter of Antitrust Violations warder Section 187137,Florida Statutes,Pursuant to,Secgfon 287 137,Florf fa Staabat" a.,may pie anionded.a person or an ab'ilaale who has Well Placed On Itia aril,tnpst Wolauar vendor trst teleclrtinacaily 9,01i isbed and wpdala xtwanerry dsy, gf7te of Flcndaf fotscr rng a convyrfron or being':hold vauy laalbte fcr an anulrws�t vaotattoxa may not subm,,t a bfd,pfopesai.or reply fox au" rrewv conlra lo provde any goods of , iaosal,or reply for a new cry 1011cl VAlb a lwbfic tiny lot ft cu trudion or mpair of a public sesr roes to a pwbtio entity"nvay not sutnet a ts4d pao asvaar4yarwtra ubhtor walk,may notisuti iarar,Crrdceras erul ur derfaoainr�new ffact�ih ase'slpvtil entuay�arjo,drag not trrarnsact now babvu-ss aolh ansriubl)B, entity. Foreigjn Coun ryr of Concern Attestation(PUR 9355). in oidanceMh section 2g7 138,i4onda Saauutta..scnlraclof assail prowde ine,30estagion requintd by Form P R l355 a d artr rCi t tw f n&i i 4lvorrrraudrtial Lnlety alai arr e itrAy wrl acn w rfiaald gyve acres to an ndavalluirot's Pf fsonal identifying Information which is executed,extended,or rerlewcd an or alter ire dates prOvAted to sectron rnfiy'f~i'fitrti F.S..mvust inclfide an atlestaladn by the entity on Form PUR 1355, Audi �. ZCJLC shalt niCafntaan " to l olds ra jusloy alI charges,experises,and corlgs paid by Coaaasty u r ltus Agreement for 31 least three(3') years filet csa rupiotleta or s agroata ,McCoaanty shad have OCCOss(avhith may haprowda d by a"ocCroric nnearrs,Un f twtl duscregdprc wr'erfs rrraanali mrx9 by the audifor)to suchZOLL books,recolds,and occurnents,a5 required un this section dse purpase oI°n9peCtuorr cr aorkit dungy normal timiness bouls,at ihr; tuanty"s cost,upon tern t10f days writteca notice.. 'Chia 0 char is governed by and subject io trs anarned Master,aoftwrwate,Baas and at6arrds Agreenieatl,bnCitltbnrg applicaole addenda,gnc;OMOratod tin by reference(the°"Agmamont) y'yrghadg below.(ij customer imprescrils bP:e warrams it oas rued lira Order and tiiar aplabcabit Agrelarrie,01 d agrees to such terms and corldnions au)d(2)eaOnPelson rxetowa reipresenm and wtarra,nts triad she or he has the authority to bind lne Party tot"teach she or he is signing. Standard 1355 PUR Form—Rule BOA-1,020,F A.C.,"Attestation Forms.' LL D to S t ms Inc is not owned by the government of a Foreign Country of Concern,is not orgamz vender the laws of nor has Azixriinopat peace of Business to a Foreign Country ofCor ern,and the government of a Foreign Country of Concern does not have a Controlling IntE rt si in the entity. Under penalties of perjury.I declare that I have read the foregoing statement and that the facts stated in it are MR, CONTRACTOR: ZOLL Data Systems,Inc. r Srd¢iataare Date �. Print Na e&Tgtl STATE OFFLOWGAr COUNTY OF Ma # . ., F' S Y a ,� physical presence or❑ Ttta f re an lnrtrtl fi� rr,t�Yafftrr rtd n aiil tlnowr to nqg by ales s o Prfent[or Authority l 2tb b aft qr n � . online notartaiitioaa,ttfis da ofe Y Title of ZC7C L Data y tems,Inc,a Delaware Col oratfori he is z I ItYP of 16ent�lc��c 1 a JILLIAN DEBELL : �� r,i�u „M.�� .- .._ NOTARY PUBLIC it�raa re cif Naltalr�y Public I STATE OF COLORADO l t a NOTARY ID 20224015051 MY COMMISSION EXPIRES APRIL 14,2026 (Print&Stamp CornmEssforled Name of Notary P blic) CUSTOMER: BOARD OF COUNTY COMMISSIONERS,MONROE COUNTY,FLORIDA BOARD OF GOVERNORS,FIRE AND AMBULANCE DISTRICT 11,MONROE COUNTY,FLORIDA: l rryltafty vgna d by Christine Hurley Christine Hurley flawe 20)5033112:31140,0"Ob' By: Chrlstlrle Ruilay,AICP Monroe County Administrator Approved as to legal form&sufficiency: c sr+a11m11".— Eve M_Lewis ww 'Vaoriilvi3Oa oxw Eve M.Lewis,Assistant County Attomey Page 5 of 5 __m.� -. . _. ...... _w....._.._._ ... 2185 DATE(MMPDDri'"Y) AC CERTIFICATE OF LIABILITY INSURANCE 0710312024 COVERAGE AFFORDED B MOLDER.TWIS Y THE POLICIES THIS CERTII~ICATE IS ISSUED AS A MATTE OF INPORIkNATION ONI:Y AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY" AMEND, EXTEND OR ALTER THE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( (, AUTHORIZED REPRESENTATIVE OR PRODUCER,AND T'HE CERTIFICATE,HOLDER. WAIVED,hold I t to the terms and conditions P p y certain policies DDmaOyNreq ire an en provisions A St endorsed• SURE IWIPORTANT'a It the certificate holder is an AODtTIONAL INSURon,of the li ollc y endorsement. A statement on If SUBROGATION IS WA I this certificate does not confer rights to the certificate holder in lieu of sLlch endorsement(d1 _ c PRODUC•R ,. 'Mial¢ _,,. .....».. h,'A I USA,LLC. wHoivr ELw rtl utPS N Aw* of the Americas ASskR Newew Yark,N NY 10036 ....... rogalc qr. . ..�ayRestf9y, >�cum�Caa�tcav�rr�,�E .,,m _. l .INS�2r,R�`ED ..._.,-......m.._. ....... 7ILDATA SYSTEMSPN^It:'. INSUREIYC E;R'4:M'9hEICLD,0;(J$C,11,"I IN READ, ..._._... .......,,..�... COVERAGES CERTIFICATE NUMBER: NYC(11'IEdBtat(I td2 IOVE FOR l IN RGSPTHE POLICY PERIOD T 111E PC7l.NCVLS ININSURWMC1�LISTED BEL.6VV HAVE BEEN N O kTIWAI OR OTI Ett�4�C1JA8�TA'W"WI NUMBER:THE TO vvHICII THIS INSURER NY THIS IS CC RNIFPTNkA MINT'M5 SHoW4PN MANY HAVE BEEN REDUCED BY PAID CLAIMS, _ .. TERMS, CERTIFICATE AND CONDITIONS OF s Y Y PERTAIN, THE NERIv1 DPI CONDITION CJE A TO LkMnS ALL THE I , .. . CERIICIDATIx MAY BE BE ISSUED OR MAY ADLICIES,LIM INSI I3AN POLIIa EATIL � CYIEZP RENttl IS 4pI JEGT . UCW Pr�LICNEs ON k AFFORDED I3M THE P�`DI.II-IES I]USCI�IB�R7 HEREIN INDICATED No-TWITHISTANDING AN Mrue ILT TYP' OFINSURANCE PD�IL,UC"4"NUMe�ER' EACMOCCURILCtWCE ,--$ COMMERCIAL GENERAL LIABILITY t'A+�AAI"G'CTC7IYt:a!AE¢5 _. .t' r+M� tsTar emu!"S"tcRW LS CI...AIMSr MADE ' �OCCUR RFX& ,GE IaRAGGREGATELIM1TAPPLICSPER:_:POLICY IECf LOS AUTOMOBILE LIABILITY BODILY INdJI IRY(Pu peisonk BODILY..,ANY ALP 1"O OILY INJURY OWNED SCHEDOLEO .P@CCk PERTY O14,1',1IGE g AUTOAUTOS HIRED ONlI...Y NON4)WNE10 t. r, ..IiIRF:I.b ;�..........AO'r4359+'NI-.Y+ .Au1 cl5 OEVI..v ... ...........r_- m...........,.. UMBRELLALIAB UCGIIAI EXCESS LIABISETENTIO. "R:LAMP,uSl1OE.', mm 'S _ L.., OTM• 1VW'ORpGERS COMPENSATION � y"W ACCI?IInNT... S AND EMPLOYERS'LIAHaLiTY y P N L _ ., ,,,, AfC'CROP' '4'43'CaW,aFr2"E'RVECyhuulwPe N NIA ' FYI. 5',at5FA ,01 ' 0Pi!'9C5FtVMEI.SfREXCLUDEO7 lMaxdameYduaNNa Ee DuSEAS POLIcYLunYda-5 DESCM ae Ca [7ttw11t24 Ot!152r5 Prod/COMP OP 10cc 76066155 11Q),,0JOCI0,,fl6 0f A Produdsicly IlnL/CCY(C1}s A9g Ct ReVo Dale 10/1/2004 Deductible-$200,000 s Schedule,may attached if more space is DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 1Ut,Additional Remark APPROVED BY RISK MANAGEMENT Roducdc Llabildy-Claims made coverage. ,^ fr Q31270 DATE�� WAIVER NIA X YES CANCELLATION CERTIFICATE HOLDER h�onme CcunlN ,�FfOUI.D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BE,A~ORE Lonrd c Cowlly C,zmrnissirlrler THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE VOITH THE POLICY PROVISIONS. I I Co Simonton.`Velet Key UResl',FL 33040 AUTHORIZED REPRESENTATIVE �euale ZlS�1'l'G� ©1988-2016 ACORD C z RPORATIO'N'• All rights reserved. ACORD 25(2016I03) The ACORD name and logo are registered marks of ACORD 2186 DAT LlNA IUIrC7NJtYY`JYy ER INFORMATION TI4 N ONLY AND CONFERS N IGHTS UPON!THE THE COVERAGE CERTIFICATE OF LIABILITY INSURANCE CERTIFI ATE HOLDER.THIS THIS CERTIFICATE IS ISSUED AS A it f CERTIFICATE EERTIFI ATAFFIRMATIVELY FOF NSURANC RDOEGSANOT STITUTEXTEND AEC CONTRACT ALTERBETWEEN T IAssuIN AFFORDEDI (% A PI�L�DER THE I THIS REPRESENTATIVE OR PRODUCER u AND THE CERTIFICATE H IMPORTANT:Nf ltre ceTllttcate'holder I* an ADDITIONAL INS RED,lflo a poli y,c must have es may OVAL a an end rsement. or Ise endorse .. SUBROGATION IS WAIVED,subject to the terms and Conditions of the prsllCy„certain pouches may require an endorsement.A statement on this a 9 ndorsement($), m certificate does not confer rights to the certificate holder in lieu of such e' brrAC`T � HAAD"c'e x,ND.Ir C600) 363-0105 a P'RODIACETb CY>EiE'D `d0:.§- .?''? Aon Risk Sere- p; Northeast, Inc. (A;c.NA ExNI: ^•-�� p New York NY Office E+MAIL _ aaAr Liberty Plaza ADDRdss: ',165 Broadway, Suite 3201 INSURER(S)AFFORDING COVERAGE NAlc 1F New York NY 10006 USA INSUREAA; TD'k'Io Marine America...insurance CrrmSllany' 10�4a 41238 1HSUHrEO INSURER B� Trans PaN:Tf1d. ins CDC '2OLL Data Systems inc. 11302 Ridge Parkway INSURERC: S+IsmPo AAld"'. Fire rArYne Insurance Co 3I99°2 0400 INSURERD: rditsui Sumitomo insurance USA inc. 225111 Sro•omfield Co 80021 USA INSURER E: INSURER F: COVERAGES CERTiFIAIE NUMMI3ERtTpIUS00S16 REVISION�IUMSER. RED PqAMED THIS IS To CER7117y SA:T THE e�N�IREOLIRFtwgENT TERM POLICIES ONDITION OF AN CON'TPAC OR OT�E1i ED FIER Elell""r^1lThtlER�5 EC TO WHICH RIMS INDICATED.NJ CE l"IFICA"l E MAY BE ISSUED IED OH 4lAY IpclIFIENI T , IN 1lRANCE,AFFORDED kIY THE POLICIES DESCRIBED IIEP1EIl I'IS Sl3B IECT rJ ALL THE TERMS. EXCLUSIONS AND oO D" LIMITS S 00 lRS POL ctr MAY NUMBER 2E BF REDUCE BY PAID CLAIMS LIB Ifs shown are as re0rfesle POLICIES LR rYYYY &TR. INSURANCE rCe6'D WVD p I,yrRFd'FIUCE LAU.I a CI¢.fi ��SI�1 ' E.�I,D ¢e^kr rtxgJO�T •� e a +wa h u�rr� �'S160,000 X COMMERCIAL GENERAL LIABILITY LC r,e6"„ nor a;3nl CLAIMS-IVAEIE x�cla�'E.UIR 01111YON'11 +1 r0 P 55,000 FIERSONAL&ADV INJURY 51,000,600 m A S2a00I0,00{a o abr r u IN s u„I ra � EXcl uded w (1E"w 6»AiCrF!EC.c«A I[IR41V IiC1UWC"rI''r rCSP'r9V°IfIG"AQaGS a DCf.:'V LOG /7 CI•T.NB: ll'd'0".d2'!'Jr"'a.-1{7/01,'"x .L.IlbTT c: 31,000,OOhO A6409TIr 1-07 I a a A AUTOMOBILE LIABILITY ;lr1G7Vt.V;VEaJLaG9 g P11 Iararl Z " X ANVAU`G'C BODILY INJURY ipe I Ql acclderr i6 G o 1DUL D PFNL1k'ENi7"+"xArd,.l.„r 2 OVI EVE U ''., r A IIG w Mod "r,L'rb. rT4.N 41." ,P;.M11 Wfl4¢.O Ad�'TC i A'U LY y ONLY oS ONLY D � 07,101/2 a0TP01/1d2S Eneacica�rl�cv ExS5202I2 SS1100,,0GG0000,,00000 UMBRELLALIABn rcxLR 0� U AVCaril..GA+TE X EXCESS LIAR a.RIMSVUTIPriR]F O TEE TCNTAOAr 0 l "II �'022' R,�20�25 X 3�z'STAtWI G�T7H C WORKERS MPENSATION AND )CC�A 0122,%I)l � ..--D00 ,nOS xr•cmarNT 51 £N00,1100 EMPLOYERS LIABILITY it 0i/0 /201A,.0710I+F 02 ANY N'gOPaMk ROTE AAa NER Luc:��rurrva Mf A JCR40013NO I I I7ISP-nSN rA Iw a kPl..v Sl 000,000 IMar;aI ac�y An tel k„ rlmst ASE,'OL.0 Y Lll,lr 51.000 P 0011 0 wYw dot-DD.;`dPr $CRtlPTAON Or""OPERAnN:,r tlS W.- may he anached it more space is required) DESCRIPTION OF OPERATIONS i LOCATIONS I VENICLES(ACORD 101,Add ironal Remarks Schedule, Gr!3 27 23..Ad SIPl`c.ol IrocuPe¢4 varalw°er1 by 5ysk ryer ne¢lntinldd CorLad`w.fvv0.ro APPROVED HY RISK MANAGEMENT " Dare 0 2T 28, _. WAIVEFIN/A_YES X CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES Be CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS., AUTHORED REPRESENTATIVE Monroe Counry Board of County commissioners 1100 Simonton Street Key West FL 33040 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2187 OATS(MMIDOIYYYI) LIABILITY INSURANCE 04262024 THE COY CERTIFICATE FOR D BY HEPHOLDER.CIES ,�M 0 CERTIFICATE OF THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFE NO RIGHTS THE POLICIES CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER BELOW THIS CERTIFICATE OF INSURANCE NOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERM, AUTHORIZED REPRESENTATIVE OR PRODUCER„AND THE CERTIFICATE HOLDER. P (" ; must ITaY0 AODITIONAL INSURED PI 0,-5101, or IaD endorsed. IhIPORTANT: If the certificate holder is an ADDITIONAL INSURED,the tall tlesp rl iTts to thee terms and conditions Iles of such eRda certain policies may require an endorsement. A statement on If SUBROGATION IS WAIVED,subl rsemeol al. this certificate does not CorIfUT coNrACT PRODUCER It4It6e, USA,LLC. 166 Ayelllse Of the Americas NexYDrk,NY 10036 E ArL "Cc I�N$URE S AFFORD7a1'C.COVERAGE I� wNSURE�RA. "" CNIcOI 0,2I'NLL-C`I"'SER,24.2S Aadsto-aT Raa INSURED ZOLL DATA SYSTEMS tl1`4 INSURER c N1602RlnrCEbIARKWAY„04,00 lNSURERo; BROOMRELD,CO 60021 INSURER ON,NUMBER: 0 BLISTED BELOYJ'I LAVE 8E 1 k tJEL1 IO TI1E INSL9Rt O�NAMoIE0 ABOVE FOR P TE POLICY PERIOD COVERAGES CERTIFCCATE NIJIW( ,,,s is—TO vCERTII=Y TINAf I EiE FOUCIE OF INdSUFMA CEWHICH THIS IRdDICAI'ED, NO hMlTR4GTAIVT NIWO ANY REQUIREMFNT,"IERM OR CONDNTNON OI=r WY "ONCTRACIT OR OThIER DOCLdME JT CE,RT'NF,Eo,E hAA"N"8E IS'SUED OR.MAY PERTAIN,THE IIvSLrRANCE AFFORDED I3Y THE POLICIES DESCRII3EO HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH PON ICIEes LIMITS SIdOWN MAY HAVE BEEN RED CY�Fr p POLIC Ea4P� LIM T5' IN BR TYPE OF INSURANCE POLICY NUMBER S EACH OCCtaRRENC'E COMMERCIAL GENERAL LIABILITY P :,c CLAIMS-MADE ®OCCUR PERSONAL S AD'V INJURY S GENERAL AoGREGA1 E S AGGREGATE LVAIT APPLIES PER: PRODUCTS,C'O'NJAISP AGIG, $ CE:d'4 POLICY],JE.G LOC come Nti0 SY�41MIT $ OTHER. n AUTOMOBILE LIABILITY BODILY INJURY ftt tli^ism $ Y ANY AUTO Mgq')N.1ILY INJURY(Per iccrdev,0 S SCHEDULE❑ OWNED PPRO�P' RI"Y DM,',A.....,�.-.-. S AUTOS ONLY AUTOS ^ "."""••,,,.. HIRED NON-Cbu4 NED g AUTOS ONLY AUTOSS ONL."I 'f,,CH0OCURREkfCE S UMBRELLALIAB OCCUR AOGRE4A7V 'S EXCESS LIAR CLAIMS-MADE 5.. ORTa. OED RE'1'E N'°A1'O'M S. �IE"A T.. ... _.....,�.. YJORNERS CoMPEN$ATWN E,L,EACH ACCIOE'At'r 5 AND EMP4,0YERS"LIABILITY YIN � ^ Aa-0YN'RKaPWE',TOit ARTNAiJU'E%EC4tl'CIwIC NIA Ef..,01,WSE-EAEMPLO'Nlr' 5�e..,,�.-�-- orF c RaaifaaBEREXCLVDE07 tMandald111IA NNI E L,DISEASE•POUC r'UM IT S II ,daacailwz Vodw GM T NCB ,P T7Yk'n N 04/141Z024 04/1412025 LIMIT A CYBER 0313 7973 SIR DESCRIPTION OF OPERATIONS I LOCATIONS IVEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space ii APPROVED BY RISK MANAGEMENT DATE WAIVER WA X YES CANCELLATION CERTIFICATE HOLDER ZOLL Da(a SysQ s,Inc- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ZOLL 310 Par c- THE E1IPIRATtON DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.. aroc mfidd,CO 21 AUTHORIZED REPRESENTATIVE 1w-T a 446 ©1968-2016 ACORD CORPORATION_ All rights reserved,. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 2188 MONROE COUNTY FIRE RESCUE County o o n ro a 7280 Overseas Hwy The Florida Keys Marathon,FL 33050 Phone:(305)289-6088 Fax:(305)289-6336 Memorandum DATE: March 27, 2025 TO: Julie Cuneo,Assistant Purchasing Director FROM: R.L. Colina, Fire Chief SUBJECT: Zoll Data Systems, Inc. - Hosted RescueNet Billing Software Monroe County Fire Rescue (MCFR) has negotiated an Agreement with Zoll Data Systems, Inc. for continued use of its Hosted Billing Service Plus and Hosted RescueNet Billing software. The Hosted Billing Service Plus and Hosted RescueNet Billing Software provides a sole source solution for an integrated method of downloading patient care records and information for billing purposes and ensures compliance with National and State reporting requirements. MCFR has used this legacy software since 2013 and its continued use is essential for EMS Billing and Collections. 2189