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Item P3
P3 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 December 10, 2025 Agenda Item Number: P3 2023-4900 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: STAFF CONTACT: Lindsey Ballard n/a AGENDA ITEM WORDING: Report to the Board of County Commissioners on the small contracts signed by the County Administrator. ITEM BACKGROUND: Nine (9) small contracts were reviewed and signed by the County Administrator; Anthony Culver, Canon(Scholl), Identisys, Logix ITS, Marathon Electric, SeaTech of the Florida Keys, Canon(Cates), Canon(Raschein), and Canon(Rice). PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: n/a STAFF RECOMMENDATION: Approval. DOCUMENTATION: Small Contract m Anthony Culver 11.11.2025.pdf signed.pdf Small Contract m Canon Scholl 11.20.2025.pdf Small Contract m Identisys 11.24.2025.pdf Small Contract m Logix ITS 11.13.2025.pdf Small Contract m Marathon Electric 11.20.2025.pdf Small Contract m Sea Tech of the FL Keys 11.12.2025.pdf Small contract Canon copier m Office of Commissioner Cates.pdf signed.pdf Small contract Canon copier m Office of Commissioner Raschein.pdf signed.pdf Small contract Canon Financial m Office of Commissioner Rice m PDF.pdf signed.pdf 1756 FINANCIAL IMPACT: n/a 1757 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000,00 and Under Contractwith. Anthony Culver Contract 4 nt! Effective Date: 10-1-2025 Expiration Date: 9-8,0-2026 Contract Purpose/Description: Janitorial and'CIeanihg Services at The r[orida Keys Maraithon International Airport Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: -Michael Legere- 8302 Marathon Airport/Stop#15 C��Jamel) CExtj (Degartment/Stog #l) CONTRACT COSTS Total Dollar Value of Contract: $ 22,130.91 Current Year Portion: $ 22,130.9 1 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the gotfl unmk E'd00,0'h,'h 00 or Budgeted? YAW No F-1 Grant: $ County Match: $ Fund/Cost Center/Spend Cate gorv: 403 63501 53031,0 SC 00036 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: $2000—additional tasks outside scope of work,if needed (Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES 0 NO El CONTRACT REVIEW Reviewer Date In Dig tally aig-d by R,hard Stri,kiand Department Head Signature: Richard Strickland Date 2025.10.15 15 41 54-04'00' Digitally sigried by Pedro J.Mercado County Attorney Signature: Pedro J. Mercado Date 2025.10.15 1423 42-0l Digitally signed by Jaclyn Flatt Risk Management Signature: Jaclyn Flatt Date 2025 10.16 09 00 04-0l Digitally ied by isa Albreu Purchasing Signature: Lisa Abreu Date 2025 11 05 12 39 47-05'00' Digitally sigried by Angelica Mal-sky OMB Signature: Angelica Malcosky Date 2025 11.07 08 18 50-05'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 1758 Monroe County Purchasing Policy and Procedures ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT RENEWAL FORM FOR CONTRACTS $100,000.00 and Under Contract with: ANTHONY CULVER Contract# NA Renewal Date: 10-1-2025 Expiration Date: 9-30-2026 Contract Renewal Notes: FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW WILL REQUIRE APPROVAL BY THE BOCC *The BOCC approved agreement provided for a renewal subject to the terms and conditions set forth in in the initial contract. *The Contractor has performed in a satisfactory manner and the contract manager has verified satisfactory performance * The Contractor has requested and agrees to renewal (renewal agreement should first be signed by Contractor) * The renewal period is set forth in the BOCC approved agreement * The total cumulative value, including any Consumer Price Index (CPI) increase, of the renewal is $100,000.00 and under The following Contract Manager has verified that the above conditions have been met. Contract Manager: Michael Legere 6302 Marathon Airport/ Stop#15 (Name) (Ext.) (Department/Stop #) Revised BOCC 4/19/23 Page 85 of 105 1759 RENEWAL AGREEMENT FOR JANITORIAL AND CLEANING SERVICES AT THE FLORIDA KEYS MARATHON INTERNATIONAL AIRPORT,FLORIDA THIS CLEANING SERVICES RENEWAL AGREEMENT is entered into this loth day of September 2025, by and between Monroe County, a political subdivision of the State of Florida, (hereafter "COUNTY"), whose address is 1100 Simonton Street, Key West, Florida, 33040 and ANTHONY CULVER DBA CULVER'S CLEANING COMPANY, a Florida Corporation, authorized to do business in the State of Florida, ("CONTRACTOR"), whose principal address is 190 41'Street Gulf,Marathon,Florida 33050, ,but whose mailing address for purposes of this Agreement is PO Box 500333,Marathon, Florida 33050,. WHEREAS, the COUNTY and the CONTRACTOR entered into an agreement effective October 1, 2023 (Original Agreement) for the provision of janitorial services at the Florida Keys Marathon International Airport; and WHEREAS,the term of the Original Agreement was for a period of two years with three (1)year renewal options; and WHEREAS,the COUNTY desires to exercise its option to renew the agreement; and WHEREAS,the parties find that the Original Agreement has been mutually beneficial to both parties. NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: Section 1. Paragraph 5 of the original agreement is amended to read: 5. cO NTIt Cal"SUM AND P V VIENTs TO CONTRACTOR A. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners (`BOCC"). County shall pay in accordance with the Florida Local Government Prompt Payment Act and Monroe County Code; payment will be made after delivery and inspection by County and upon submission of a proper invoice by Contractor. B. Contractor shall submit to County invoices with supporting documentation acceptable to the Clerk. The Monthly costs shall include the Weekly Janitorial and Cleaning Services. Such invoices shall be submitted monthly in arrears, with supporting documentation acceptable to the Clerk. Additional items or services not included in the Weekly Scope of Work, but performed at the request of Airport Staff, shall be invoiced upon completion,with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and 1760 regulations as may govern the Clerk's disbursal of funds. Monroe County's Fiscal Year is October 1' through September 30th. All outstanding invoices must be submitted for payment within ten(10)days of the end of the Fiscal Year to avoid non-payment for those services. Weekly Janitorial and Cleaning Services - $ 425.59 per week, billed monthly in arrears. Additional items or services as requested by Airport Staff-costs to be determined prior to performance of services. Section 2. Paragraph 6 of the original agreement is amended to read: 6. TEIEIM'OF AGREEME T This Renewal Agreement shall be for a period of one year commencing on October 1,2025 and terminating on September 30, 2026, unless terminated earlier under paragraph 21 of the Original Agreement. The County shall have the option to renew this Agreement for up to an additional two (2) one-year periods on terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least thirty(30) days prior to the end of the initial term. The County is not required to state a reason if it elects not to renew. The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CPI-U computation on December 31 of the previous year. Section 3. Except as set forth in Sections one and two of this Renewal Agreement, in all other respects,the terms and conditions of the original agreement remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] 1761 IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this Agreement on the day and year first written above in one (1) counterpart, each of which shall, without proof or accounting for other counterparts,be deemed an original contract. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK,CLERK OF MONROE COUNTY,FLORIDA Gaeu PJones �I91tallysignetltlyGaelanPJones By: By; �afe.2g261112164626g6'Og' As Deputy Clerk Christine Hurley, County Administrator Date: Witnesses for CONTRACTOR: Co Mr A OR. ANTHONY CULVER DBA CULVER'S CLEANING COMPANY I Signature of person authorized to Signature legally bind CONTRACTOR Dat : S1 lqb� � Date Print Name Print Nair and Title aVotl- Address: . , Sign tore. Telephone Mll�e Date ?rnt Name 1762 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR f��RVICEp eo�R Ue,Entity/Vendor Name: CA;AV05 U0 fvwan I/ Vendor FEIN: Vendor's Authorized Representative: (1W (Name and Title) Address: p,o" 6W2 City: State: zip:33CSO Phone Number: 3C)5_ 0&gq Email Address: �l �tla-nr.A,4, n e-+ As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. I WNV Certified By: i 4hv)ll who is authorized to sign oA behalf of the above referenced company. 1763 Authorized Signature: - �- -- Print fume: Title: 1764 ANTHCUL-01 RIDERL '4caR® CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) �% 8/8/2025 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 NAME: Insurance Office of America PHONE FAX 1866 West State Road 434 (A/C,No,Ext): (407)788-3000 (A/c,No):(407)788-7933 Longwood,FL 32760 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURERA:Ohio Security Insurance Company 24082 INSURED INSURER B:Western Surety Company 13188 Anthony Culver dba Culver's Cleaning Company INSURER C PO Box 600333 INSURER D Marathon,FL 33060-0761 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR BLS66080772 8/23/2026 8/23/2026 DAMAGE TO RENTED 300,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A ^gK T Ea accident $ ANY AUTO `^ ^ I `". B�, ,� ,,�-�--�-- BODILY INJURY Perperson) $ OWNED SCHEDULED x x a5 AUTOS ONLY AUTOS DR7" — �---_ —"" BODILY INJURY Per accident $ AUTOS ONLY NON-OWNED ONLY WTI M�RA PROPERTY accidentDAMAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE I I ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ EXCLUDED?OFFICER/MEMBER NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Miscellaneous Commer 68634863 7/30/2026 7/30/2026 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is Additional Insured with respect to General Liability when required by written contract perform#CG88100413 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. AUTHORIZED REPRESENTATIVE Monroe County Board of Commissioners M µrvLL- ,mom 1111-12th Street Suite 408 IKey West FL 33040 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights res--••-A The ACORD name and logo are registered marks of ACORD 1765 GEICO GENERAL INSURANCE COMPANY Certificate of Insurance One GEICO Center Macon, GA 31295-0001 Named Insured and Address: ANTHONY D AND ANGELA D CULVER Date of Certificate: 04-18-25 PO BOX 500333 Policy Number: 0403-89-08-09 MARATHON FL 33050-0333 Policy Period: 06-04-25 to 12-04-25 (12:01 A.M.Local Time) (12:01 A.M. Local Time) )1 T Name and Address: MONROE COUNTY BOCC 6.27. 5 1100 SIMONTON ST gA —:,,— AS CERTIFICATE HOLDER KEY WEST FL 33040 (This Certificate of Insurance does not amend, extend, or alter the coverage afforded by this policy.) During the term of coverages provided,the Company and the insured shall be bound by the provisions of the policy(or policies)of insurance in current use by the Company in the state. This is to certify that the captioned policy includes the limits specified herein for each person and for each occurrence under the Bodily Injury Liability Coverage; the limits specified herein for each occurrence under the Property Damage Liability Coverage;and limits specified herein for each person and for each occurrence for Bodily Injury under the Uninsured Motorists Coverage. Description of Vehicle: 2021 Nissan 1 N6AA1 EF9MN513967 COVERAGE LIMITS OF COVERAGE Bodily Injury Liability $ 100 M and $ 300 M (Each Person)(Each Occurrence) Property Damage Liability $ 50M (Each Occurrence) Uninsured Motorists $ M and $ M (Bodily Injury) (Each Person)(Each Occurrence) INTERESTED PARTY We agree to provide you with written notice of termination in the event this policy becomes cancelled. Notice provided may be more than ten (10) days, but not less than ten (10)days. U99(9-07) Renewal Page 67 of 69 1766 2010 Edition FLORIDAMONROE COUNTY, REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements, specified in the my°s Schedule of Insurance Requirements.be waived or modified on the following contract. ContractorlVendor: Anthony CulverI} A vers C e Nmlming omlm«,tmmy Project or Service: janitoria]Cleaning Services at the Florida Keys Mare 11 thon 11 1nternatianal Airport ContractnreNcudor PO Box 500333,Marathon,FL 33050 Address&Phone 9: 305-393-0654 General Scope of Work. Janitorial Cleaning Services at the FloridaKeys Marathon International Airport Reason for waiver or Exempt from Workers Compensation Modification: - Policies Waiver or Workers Compensation and Employees Liability Modification`vill apply to: --. Signature of Contractodire [late - .�/ — Approved ....x idlrt m%imdlm.naµd Risk Management Signatur . � bate: 2.i 2.24 County ................. ........... Administrator appeal: Approved- t„iiicm Adpdnmk Date: Boardof County Commissioners ID 111111didrrmved. ..,. dN`ii')t�Ikppr ved Meeting®ate® Administrative Instruction 7500.7 ttV.,i 1767 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $1,00,000.00 and Under Contract with. ANTHONY CULVER Contract g NA DBA CULVER'S CLEANING COMPANY Effective Date: 10-1-2023 Expiration Date: 9-30-2025 Contract Purpose/Description: Janitorial and Cleaning Services at The Florida Keys Marathon International Airport' Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: -Michael Legere 6302 Marathon Airport/ Stop #15 CONTRACT COSTS Total Dollar Value of Contract: $ 41 600.00 Current Year Portion: $ 20,800 00 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the ¢otflll shun illilrtikVMIK)n.n0 iiS S t00 ili 0 00 oo II ','a). Budgeted? Yes❑■ No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Cate O : 403-63501-530310-SC_00036 ADDITIONAL COSTS Estimated Ongoing Costs: $ 3000 /yr For: additional tasks outside of scope of work, if needed (Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries, etc.) Insurance Required: YES A NO ❑ CONTRACT REVIEW Richard Rev ewe _ 3 Date In Department Head Signature: Strickland County Attorney Signature: ...`°... Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: y Date:2024.04.2409:32:06-04'00' Purchasing Signature: Lisa Abreu Digitally Date 2024 04.24ned 4 Lisa Abreu :202424 10:14:28-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date:2024.04.2410:56:31-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 1768 AGREEMENT FOR JANITORIAL AND CLEANING SERVICES AT THE FLORIDA KEYS MARATHON INTERNATIONAL AIRPORT, FLORIDA THIS AGREEMENT is made and entered into this loth day of April, 2024, between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and ANTHONY CULVER DBA CULVER'S CLEANING COMPANY, a Florida Corporation, authorized to do business in the State of Florida, ("CONTRACTOR"), whose principal address is 190 41st Street Gulf, Marathon, Florida 33050, but whose mailing address for purposes of this Agreement is PO Box 500333, Marathon, Florida 33050. WHEREAS, COUNTY desires to contract for the performance of the work or services described in Exhibit"A" for the Florida Keys Marathon International Airport; and WHEREAS, CONTRACTOR desires to and is able to perform the work or services described in the attached Exhibit"A"; and WHEREAS,it serves a legitimate public purpose for CONTRACTOR to perform the work or services described in attached Exhibit"A" for Monroe County. NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document and any exhibits or attachments made a part hereof. 2. SCOPE OF WORK The Scope of Work shall include,but not be limited to, all work and/or services shown and listed in Exhibit "A",which is attached hereto and made a part hereof. The Contractor is required to provide a complete j ob as contemplated by this Scope of Work. The Contractor shall furnish all labor, supervision, , and any other means of work necessary or proper for performing and completing the Scope of Work, unless otherwise specifically stated, or as amended throughout the term of this Agreement. The Contractor shall be responsible for the scheduling of services required per the Scope of Work, so as each task is satisfactorily completed. The Florida Keys Marathon International Airport will provide all paper products, cleaning supplies, and other items or equipment required to perform the Scope of Work. 3. PERSONNEL 1 1769 I.. The Contractor must assure that at least one(1)of its personnel per site and/or location can communicate well in the English language with the County Representative. Any employee hired by the Contractor will be the Contractor's employee and in no way has any association with the County. The Contractor shall insure that its employees are trained in all appropriate safety regulations, including but not limited to, OSHA regulations, DEP regulations, and all other applicable local, State, and Federal regulations. Uniforms and photo identification cards are preferred for Contractor's personnel in order to clearly identify personnel as employees of the Contractor. This shall apply upon entering County property and at all times while on Marathon Airport premises. 5. CONTRACT SUM AND PAYMENTS TO CONTRACTOR A. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners ("BOCC"). County shall pay in accordance with the Florida Local Government Prompt Payment Act and Monroe County Code; payment will be made after delivery and inspection by County and upon submission of a proper invoice by Contractor. B. Contractor shall submit to County invoices with supporting documentation acceptable to the Clerk. The Monthly costs shall include the Weekly Janitorial and Cleaning Services. Such invoices shall be submitted monthly in arrears, with supporting documentation acceptable to the Clerk. Additional items or services not included in the Weekly Scope of Work, but performed at the request of Airport Staff, shall be invoiced upon completion,with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Monroe County's Fiscal Year is October 1st through September 301h. All outstanding invoices must be submitted for payment within ten (10) days of the end of the Fiscal Year to avoid non-payment for those services. Weekly Janitorial and Cleaning Services - $400.00 per week, billed monthly in arrears Additional items or services as requested by Airport Staff—costs to be determined prior to performance of services. 6. TERM OF AGREEMENT This two(2)year Agreement shall commence retroactively on October 1, 2023 and end on September 30, 2025, unless terminated earlier under paragraph 21 of this Agreement. The County shall have the option to renew this Agreement for up to an additional three (3) one-year periods on terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least thirty(30)days prior to the end of the initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial term of two (2) years. The County is not required to state a reason if it elects not to renew. The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban 2 1770 Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CPI-U computation on December 31 of the previous year. 7. LICENSES Contractor has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses shall be provided upon request. 8. MAINTENANCE OF RECORDS Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven (7) years from the termination of this Agreement or five (5) years from the submission of the final expenditure report as per 2 CFR §200.33, if applicable, whichever is greater. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven (7)years following the termination of this Agreement. 9. RIGHT TO AUDIT Availability of Records.The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records(hard copy,as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk")to substantiate charges related to this agreement,and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after Final Completion of the Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for 3 1771 a ° purposes not authorized by this Agreement or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, Fla. Stat., running from the date the monies were paid to Contractor. The right to audit provisions survive the termination of expiration of this Agreement. 10. PUBLIC RECORDS COMPLIANCE Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Fla. Stat., Sec. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. 4 1772 (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119 FLORIDA STATUTES TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT CONTACT THE CUSTODIAN OF PUBLIC RECORDS BRIAN BRADLEY AT PHONE NO. 305-292- 3470 BRADLEY-BRIAN MONROECOUNTY-FL.GOV MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH STREET SUITE 408 KEY WEST, FL 33040. 11. HOLD HARMLESS INDEMNIFICATION DEFENSE AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify, and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to,or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors, or other invitees during the term of this Agreement, (B) the negligence, recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub-contractors, or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings,costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors, or invitees (other than Contractor). The monetary limitation of liability under this Agreement shall be equal to the dollar value of the contract and not less than $1 million per occurrence pursuant to Section 725.06, Florida Statutes. The limits of liability shall be as set forth in the insurance requirements included in this paragraph. Insofar as the claims, actions, causes of action, 5 1773 litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor s failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor,the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of Contractor to comply with the requirements of this section shall be cause for immediate termination of this Agreement. Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at minimum statutory limits as required by Florida Law, and Employer's Liability coverage in the amount of$100,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits, and $100,000.00 bodily injury by disease, each employee. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. If single limits are provided, the minimum acceptable limits are $200,000.00 per person, $300,000.00 per occurrence, and $200,000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $300,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. CERTIFICATES OF INSURANCE.Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested.Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator,the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. 6 1774 e u MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS CERTIFICATE HOLDER AND ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. 12. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the County be required to contain any provision for waiver. 13. INDEPENDENT CONTRACTOR At all times and for all purposes under this Agreement, Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find Contractor or any of its employees, subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 14. NONDISCRIMINATION/ EQUAL EMPLOYMFNT OPPO TuNiTY CONTRACTOR agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR and COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VIl of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)Section 504 of the Rehabilitation Act of 1973,as amended(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article I1, which prohibits discrimination on the basis of race, color, sex, religion, 7 1775 national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R.Part 60(Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II,¶C, agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity,or national origin.The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information. 4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section and shall post 8 1776 copies of the notice in conspicuous places available to employees and applicants for employment. 5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders,this contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 15. ASSIGNMENT/SUBCONTRACT Contractor shall not assign or subcontract its obligations under this Agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County,which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, 9 1777 such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 16. COMPLIANCE wI'I"II LAW AND LICENSE REQUIREMENTS In providing all services/goods pursuant to this Agreement, Contractor shall abide by all laws of the Federal and State government, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes,but is not limited to,the immigration laws of the Federal and State government. Any violation of said statutes, ordinances, rules, and regulations shall constitute a material breach of this Agreement and shall entitle the Board to terminate this Agreement. Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 17. DISCLOSURE AND CONFLICT OF INTEREST Contractor represents that it, its directors, principals and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sec. 112.311,et.seq.,Florida Statutes.County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313,Florida Statutes,regarding,but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position; conflicting employment or contractual relationship; and disclosure or use of certain information. No Solicitation/Payment. County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 18. NO PLEDGE OF CREDIT Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation,judgment, lien, or any form of indebtedness. Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 19. NOTICE IIE LJII2EME.NT" 10 1778 All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the COTRACTOR. Any written notices or correspondence required or permitted under this Agreement shall be sent by United States Mail,certified,return receipt requested, postage pre-paid, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received by CONTRACTOR when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: Florida Keys Marathon International Airport Anthony Culver 9400 Overseas Highway, Suite#200 DBA Culver's Cleaning Company Marathon, FL 33050 PO Box 500333 (305)289-6060 Marathon, Fl. 33050 (305) 393-0684 and Monroe County Attorney 1111 12t" Street, Suite 408 Key West, FL 33040 (305) 292-3470 20. TAXES County is exempt from payment of Florida State Sales and Use taxes. Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is Contractor authorized to use the County's Tax Exemption Number in securing such materials. Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. 21. TERMINATION A. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this Agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' written notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this Agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this Agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. 11 1779 The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. B. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon ninety(90)days' written notice to CONTRACTOR. If the COUNTY terminates this Agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this Agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. C. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes, or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. D. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 22. GOVERNING LAW VENUE,AND INTERPRETATION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Parties waive their rights to trial by jury. The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 12 1780 23. MEDIATION The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 24. SEVERABILITY If any term, covenant, condition or provision of this Agreement(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant,condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 25. ATTORNEY'S FEES AND COSTS County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 26. ADJUDICATION OF DISPUTES OR DISAGREEMENTS County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The Contractor and County Representative shall try to resolve the claim or dispute with meet and confer sessions. If the issue or issues are still not resolved to the satisfaction of the parties,then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of Paragraph 14 or Paragraph 21 concerning termination or cancellation. 27. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate,to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this 13 1781 Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 28. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 29. AUTHORITY Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily, and with advice of counsel. 30. CLAIMS FOR FEDERAL OR STATE AID Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that affect the Project will be provided to each party. 31. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 32. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 33. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or 14 1782 benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 34. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require to include, but not limited to, a Public Entity Crime Statement, an Ethics Statement and a Vendor Certification Regarding Scrutinized Businesses. 35. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe County in his or her individual capacity, and no member, officer, agent, or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 36. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 37. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 38. PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity,may not submit a bid, proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to a public entity,may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six(36)months from the date of being placed on the convicted vendor list." 39. MUTUAL REVIEW 15 1783 This Agreement has been carefully reviewed by Contractor and the County. Therefore, this Agreement is not to be construed against either party on the basis of authorship. 40. ANNUAL APPROPRIATION The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 41. COVENANT OF NO INTEREST County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 42. AGREEMENTS WITH SUBCONTRACTORS In the event that the Contractor subcontracts any or all of the work in this project to any third party, the Contractor specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with his/her subcontractors shall include the County as an additional insured. 43. FLORIDA E-VERI' Y SYSTEM —Beginning January 1, 2021, in accordance with Fla. Stat., Sec. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Fla. Stat., Sec. 448.095. 44. UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this 16 1784 Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within seven(7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance,ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost Change Order for such reasonable time as the Owners Representative may determine. 45. WARRANTY OF PERFORMANCE Contractor represents and warrants that it possesses the knowledge, skill, experience, and financial responsibility required to perform and provide all services set forth in the Scope of Work and that each person and entity that will provide services is duly qualified to perform such services by all appropriate governmental authorities, where required, and is sufficiently experienced and skilled in the area(s) for which such person or entity will render such services. Contractor represents and warrants that the services in the Scope of Work shall be performed in a skillful and respectful manner,and that the quality of all such services shall equal or exceed prevailing industry standards for the provision of such services. 46. ENTIRE AGREEMENT This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written,with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 47. FINAL UNDERSTANDING This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] 17 1785 WHEREOF,IN WITNESS COUNTY and CONTRACTOR hereto have executed this Agreement on the day and year first written above in one (1) counterpart, each of which shall, without proof or accounting for other counterparts, be deemed an original contract. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: _._..__ ... _ y: 0 9 2024 Kevin Wilson Acting County d. As DeputyClerk y Administrator Date: Witnesses for CONTRACTOR: CONTRACTOR: ANTHONYCULVER DBA CULVER'S CLEANING COMPANY Signature of person authorized to Si ature _.... �® legally bind CONTRACTOR late: Date _ Print Name Print Ndine °l itle Address:_ d 14 ,a Telephone Ntiniber Date Print Nam, OVEFORM Pl ASSISTtM9 Date 4/10/24 1 1786 EXHIBIT "A" SCOPE OF WORK JANITORIAL AND CLEANING SERVICES THE FLORIDA KEYS MARATHON INTERNATIONAL AIRPORT,FLORIDA Introduction: The Contractor will provide all labor, supervision, and any other means of work necessary or proper for performing and completing the Scope of Work, unless otherwise specifically stated, or as amended throughout the term of this Agreement, and will be responsible for the scheduling of services requested per the Scope of Work. Additional items or services not included in the Weekly Scope of Work, but performed at the request of Airport Staff, shall be invoiced upon completion, with supporting documentation acceptable to the Clerk. Scolle of Work: A l p ITT JAN119RIAL AND-CLEANING VI E Cleaning - 3 times per week(Mondays, Wednesdays, and Fridays or TBD): • Clean insides and outsides of glass doors, glass panels, metal trim, and metal doors at Main Terminal Front Entrance • Clean and disinfect all upstairs and downstairs bathrooms and surfaces using provided disinfectant spray cleaner and floor cleaner meeting CDC recommendations for use against COVID-19, to include: o Toilets, urinals, sinks, counters, faucets, mirrors, stall locks, grab rails, paper towel and toilet paper dispensers, and trash receptacles o Wet mop and disinfect floors • Clean and disinfect all high-touch surfaces using provided disinfectant spray cleaner meeting CDC recommendations for use against COVID-19, to include: o Door handles and knobs, elevator buttons and doors, water fountains, rental car counters, stair handrails • Dry sweep Main Terminal floors, including behind rental counters • Vacuum and remove trash and recycling in Airport Manager's Offices, and dust and clean desks, tables, and counters. • Remove trash and recycling from upstairs and downstairs bathrooms, lobby trash cans, and front walkway trash cans and dispose of in Airport trash and recycling dumpsters. • Clean outside ashtrays and remove any debris or spills on outside front walkways. Cleaning - 1 time per week: • Wet mop Main Terminal floors • Vacuum stairs and landings. SUPPLIES AND ADDITIONAL SCOPE: 1787 All paper products, cleaning supplies, and other required items or equipment will be provided by Airport. Other items or services outside this scope will be as requested and billed separately (such as carpet cleaning, cleaning terrazzo floors with floor scrubber machine, washing outside front walkway surfaces, etc.). 1788 _PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted v rnd r list." have read the above and state that neilher�, � rt'�_ (Respondent's name) nor any Affiliate has been placed on the convicted vendor list yin thet 36 months. (Si Wla ur ) W Date: .� .,. ._.._.... _.... STATE OF: �� """"" COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of t t1ysical presence or ❑ online notarization" on _�..... .�. _.......... .... (date) by �✓�� ,� (name of afFiant). .- W tie is personally known to me or has produced ITIT ITm IT 0 " ...__.__.. (type of identification) as identification. „e . :. NOTARY PUBLIC My Commission Expires: ......... F----"G6R—,Ml,LDA BETAtwtCDURT' NOTARY PUBLIC STATE OF FLORIDA NO.HH38519 -M!Y OOMMISSM EXPIRES SEP.g1,20 4 1789 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (Company) "...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion,deduct from the Agreement or purchase price,or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." e.. Dater STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of I.* I�rysical presence or ❑ online notarization, on--,,.-.. a (date) by / (name of affiant). She is personally known to me or has produced + (type of identification) as identification. 4v7 Af Y F BLIC My Commission Expires: C RIMILt' A BETANGOURT NOTARY PUBLIC STATE OF FLORIDA NO.HH38519 NY COMMISSION EXPIRES SEP.j1 h 1790 VENDOR CIS RTIFI'CA'I tON REGAI I INCO"SCRUTINIZED TINI ED COMPANIES LIST"S, Project esctions) 3_ls t t a_ �?aw"� 't ° :' :' ..s 'a � b °" �� u ��tr4/ Respondent Vendor Namer�°' rf _ � .....l�i �r".. � � (�� Obd Vendor�FEIN ,,ci ... 1 !m��� �L�z 1'��:�. Vendors Authorized Representative Name and Title- t Address:_P.Vu.. C .... City: J State: zip: PhoneNumber: . .t ` ' il -------------------------- Email Ad ess: ... � Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities i Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s.215. 73,Florida Statutes,or is engaged in business operations in Cuba or Syria. s the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled"Respondent Vendor e"is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may subject company to civil penalties,aorney's fees,and/or costs.I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria, Certified B a who is authorized to sign on behalf of the alto r cr en � company. 1aft Authorized i rrl c: d Print Name:,,,_ Title: NW.,:m... �� �t fin.,.. ......... _.� ......._. Note: The List are available at the following Department of Management Services Site: l:°u lar r r r_h 1a r u-ia , Ir.,r�-�rt�rbrr � ter � mllltr d�ar.r:il td. 9 rr .rwwrniu lrur.lary�A� '� rg�pair„q � art,m petidcd '.r rwr°lrrr�.,lra� ur"yw a ror7��,1�1�iWs �re_prrlo .l:sts. 1791 ANTHCUL-01 _1 un1,1 I C, 4 I ' ACORO CERTIFICATE OF )LIABILITY INSURANCE ........................ ...m.. 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 INSURERIS),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must............DDT.......A��������������������������� have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the temp 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 en..._.._.r �_ s_ _--------- PRODUCER Cover (407)756,3000 Iru e,magi 7 788-' Insurance Office of America PHONE rAx -7g33 1866 West State Road 434 No, ......... ... ._..., �,,,,mm...............�. �... Longwood,FL 32760 ty�.,., . _ _a.. .. ..._ �AmOhio Securil�l Insurance Company _.......� 24082_ INSURED IINRER Westem Su"-.Compan, _(CNA) 131.,W Anthony Culver dba Culvers Cleaning Company PO Box SM333 Marathon,FL 33050-0761 .......... _-.__. ,� �..�.....A.,. INSURER F UM........... ) w � _...� 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. J X COMMERCIALINSR TYPE INSURANCE T.a l.�'C'UrIR _.....�_ ,..�,,,m ......, "IC'Y rI`F POLICY EXP a i UI &MAC. +J RENACH TED �,. _.w„Y„ CLAIMS .....R ........, - L GENERAL LUU3SJTY POLICY NUMBER, �,��� LIMITS -1 0�,� MADE OCCUR X OLS650SOT72 8=2023 81=2024 300,000 15,0 _.._ �.. ........_. .-... PW15- 1+w.1,A.�.T7Y.0 k^C ..$,.....,�.� �.�'000'� TE X NI - ..-,.. .-.� .�. -.� 1 AGOR80A� LIMIT APPLIES PER: PRODUCTS O APIOP AGG Z'000 WOE. PO1.Ie�Y JECT LOC SEA._... ,,. 000,000 d2!Jj. PRO. ... ............. ....... �.. ...... _.. ..�.._.... ,..,...._.� - .......... ..�.,,,�_, COMBINED�B6Yd"u"R.E'f.NBdlp'G .^�......._ 2 �..._ AUTOMOBLE W1BUJTY ANY AUTO o� �_Lll I_!,44 RY, OWNED SCHEDULED AUTOS ONLY AUTOS y ir 144 b1�Y91 d Wk1 R r 11 M Nqq#rest . ... nb 77 OSoNLv nNOu o rb[" °v d k Y Orlyp a TY a n I . ... .. �Ie�Aa�� nns�' s. .. IC Y- UMBRELL a LIAB OCCUR EACH OCOURREN,,F� f _.. OCCESS UAB CLAIMS-MADE 2.1 _w. RETENTIONS wom ..�.�WORKERS COMPENSATION � TAND EMPLOYER$LI1BILFTY Y/N T TE. 5 .......... _..ANY PROPA�WTOPJPANERIEXECUTIVE ❑ �ndYCi'd�It1�E µUDED7 NIA.. FI DISEASE EA EINPLOKEE,' S If yea, 0ft under BRII1TBO FER .1VO19W - uEmi Dip Fidelity d 3 713012023 7130/2024 10,000. .ES� OFOONSLOE 101, Scho9UR), y AA a 0tuace spa*is Wredl 7 I Additional Insured I ? l7Lilywhen requimd y' tt contract perorm#CG88100413 CEtT,I )IAT _.. CAdC �LAN,CBfi. ...... .. . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED ED BEFORE THE EXP4RATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ......................._.-- . ........ ............. ..__---__ .m................ AUTHORIZED REPRESENTATIVE Monroe County Board of Commissioners 1111-12th Street Suite 408 .; -------A9y.W f,..1030-40.................. ................ ACORD 25(2016103) m 1986-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I 1792 INS P ilwPsrm ,� . �m�rarrr�^ >r dniw Ifl■t% rylli'���p7"�,r"� �'JYT2Y/G�'Y'rY�G1G`�iiD�/D7/l/L�i7/OGllh/11Y7dflP.,N/1/1.6�.. Q' E I C 0 GEICO GENERAL INSURANCE COMPANY Washington DC VERIFICATION OF COVERAGE (SEE BELOW UNDER CAUTIONARY NOTE) MAILING ADDRESS Policy Number: 0403890809 ANTHONY D AND ANGELA D CULVER Effective Date: 12-04-23 -----------_.- PO BOX 500333 Expiration Date: 06-04-24 MARATHON FL 33050-0333 Registered State: FLORIDA To whom it may concern: This letter is to verify that we have issued coverage under the above policy number for the dates indicated in the effective and expiration date fields for the vehicle listed. This should serve as proof that the below mentioned vehicle meets or exceeds the financial responsibility requirement for your state. This verification of coverage does not amend, extend or alter the coverage afforded by this policy. Vehicle Year: 2021 Make: NISSAN Model: TITAN VIN: 1 N6AA1 EF9MN513967 COVERAGES LIMITS DEDUCTIBLES Bodily Injury Liability Each Person/Each Occurrence $100,000/$300,000 Property Damage Liability $50,000 Personal Injury Protection Non-Ded/Insd&Rel Uninsured Motorist/Stacked Each Person/Each Occurrence Insured Rejects Comprehensive(Excluding Collision) $1,000 Ded Collision $1,000 Ded Emergency Road Service ERS FULL Rental Reimbursement $30 Per Day/$900 Max Mechanical Breakdown $250 Ded Lienholder Additional Insured X Interested Party Monroe County BOCC _ _.............. ..... As Certificate Holder . 1100 Simonton St i KEY WEST,.FL 330407 ' By, , hw .. . . ............................... CA 2.14.24 Additional Information Issue Date: 02-14-24 If you have any additional questions, please call 1-800-841-3000. CAUTIONARY NOTE:THE CURRENT COVERAGES,LIMITS,AND DEDUCTIBLES MAY DIFFER FROM THE COVERAGES,LIMITS AND DEDUCTIBLES IN EFFECT AT OTHER TIMES DURING THE POLICY PERIOD.THIS VERIFICATION OF COVERAGE REFLECTS THE COVERAGES,LIMITS,AND DEDUCTIBLES AS OF THE ISSUED DATE OF THIS DOCUMENT WHICH IS SHOWN UNDER"ADDITIONAL INFORMATION"OR IF AN ISSUED DATE IS NOT SHOWN,THE DATE OF THIS FACSIMILE OR EMAIL. U33 12-17 1793 2018 Edition MONROE COUNTY,FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS it is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract Contractorlvendor: Anthony Culver DBA Culver's Cleaning Company Project or Service: Janitorial Cleaning Services at the Florida Keys Marathon International Airport ContraclorfVendor PO Box 500333,Marathon,FL 33050 Address&Phone N: 305-393-0684 General Scope of Work. Janitorial Cleaning Services at the Florida Keys y Marathon International Airport Reason for Waiver or Exempt from Workers Compensation Modification: Policies Waiver or Workers Compensation and Employers Liability Modification will apply to: Signature of ContractorlVendor Date:. ..... Approved X,. .._ Not Approved . Risk Management Signature. Date: 2.12.24 County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Appreoved. ....._........................._- loot Approved: ._...._,_.......,........ -, Meeting Date: Administrative Instruction 7500.7 loll 1794 ,eras, aarutd- iP r r LO ti Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMMSTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Uanon F-i-n-a-n-c-15T-ge-rvices Contract# 14U595----- EffectiveDate: Expiration Date: Contract Purpose/Description: Lease agreement for Canon copier Image RUNNER ADVANCE DX C3835iS under State contract# and-M620-p-e-r-c-o-Ton-rpage. Office of Commissioner S Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: John Quinn 4464 - OMB/Stop#1 (Name) (Ext.) (Department/Stop#) CONTRACT COSTS Total Dollar Value of Contract: $ $7736.30 Current Year Portion: $ $2391.00 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the toW cumidatwc amiount us M 00,000 00 m kss) Budgeted?Yes D No Grant: $N/A County Match: $N/A Fun Cost Center/Spend Category: Fund 001 CC 00101 SC 00050 and SC00147 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES[DNO[] CONTRACT REVIEW Reviewer Date In 11111111 lsp�by Jh.0—� Department Head Signature: John Quinn ..,,2025 10.23 15 54 34-04'00' - -Christine Limbert- -d lgitw.10nd by Chdfin. County Attorney Signature: Barrows D.W 202510.27 1245 12-04'00 S D10t.1y WPM by Gaelan P Jones Risk Management Signature: Gaelan P Jone D.W.2025.9 LU 14 00 05 05TO" -1a 11,"W by U.Ab— Purchasing Signature: Lisa Abreu D,,.r2'y,2,.,,.,,V 47 48,05'W DlgftWy xqpd by ftro*. Angelica Malcosk y Wd—Iq OMB Signature: D.V.202.5.1 I.N 13.010.1-05rW Comments: L ---------- Revised BOCC 4119/2023 Page 84 of 105 P ; / � I'I of the keys, inc Proposal for MC BOCC under State Contract# 44000000- NASPO-19-ACS 140595- Office of Commissioner Scholl Canon imageRUNNER ADVANCE DX C3835i Ships standard with 200-sheet Single Pass Duplexing Automatic Document Feeder, Envelope Feeder Attachment, 100-sheet stack bypass, 2 x 550-sheet Paper Cassettes, UFRII/PCL/PS Printing, Direct PDF/ XPS Printing, Color Universal Send with PDF High Compression, Encrypted PDF, Digital Signature PDF (Device and User Signature), Trace and Smooth PDF, Searchable PDF/XPS, 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-T/100Base- TX/10Base-T,USB 2.0/3.0 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: 530 Whitehead Street Ste# 102 Key West, FL. 33040 Pricing: 48 month state contract 44000000-NASPO-19-ACS 140595 at$199.25 per month. Replaces device on expired state contract# 6000-000-11-1 Options included in pricing: as listed in the attached CFS State Contract Equipment and Services Worksheet Service and Supply Agreement: Zero base maintenance program billed under state contract# 44000000-NASPO-19-ACS 140595 at rates of$0.0090 per B&W page and$0.0620 per color page. ➢ Includes delivery,setup,and connectivity ➢ Onsite customer training ➢ Toner replenishment ➢ Meter service provided through Canon Financial Services ➢ All local supplies,parts,and labor excluding paper and staples ➢ Average 2 hour response time to service priorities Please feel free to contact me with any questions at 305-783-8002 Thanks John Ribble MONROE COUNTY ATTORNEY APPROVED AS TO FORM CHRISTINE LIMBERT-BARROWS SR,ASSISTANT COUNTY ATTORNEY DATE: 10/27/25 Confidential—not to be shared or copied without the prior written consent of Sands of the Keys,Inc PAGE 1 OF 1 1796 � � \o §ƒ{) § 3 § [ : k ) ( �! ! \\ \\// ///// //// . q \ \ / �\\ \) \ \ . . . . . . . . . . . . / k / 0000 o/ \ \ ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) A ® ®y ® ! 3 { + :oI § -./Qjjf 0\\ � \-- ---- ----- ----- | \� \ § . 1 TIN « 0 ! ( § la J u2 § 2 ! ! . \ \ \ \ \ \ \ \ \ \ \ \ \ 888 § ) . ) .\ � 5 � 3a : : : : : : : : : : : : : : : : U � , - : : : : : : : : : : : : : : : : / \ { \\ { kuo: k ( \ f \ w wLU _ } � } Is k \ON \)\ -- ---- ----- ----- K ) u o ƒ l ; ge . . . . . . . . . . . . . § \ E0 ! � E • \ oo § r@; § !», -- ---- ----- ---- mN {\ !!} ! / ow \ | M - ) ) o { ! m ] §/ )\] ,, ,,,, ,,,,, ,,,,, , o ! - & \ \ o-- ---- ----- ----- -N Co N \ o \ = 2 - ® § § 0 ( IL uo -- --U-1-iddl J-1-1-1-1- � - o { ) ) 2 \ ; ) j E E E kkk ) :o w h3 lw mZ o"o ) /C) _ u 2. �" " j ( Page 1 of 1 AC 10/31/2025 CERTIFICATE OF LIABILITY INSURANCE DATE(M11/2025 ,.., 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:W41569291 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 iMMIDDIYYYYJ 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) $ 51000 Y GLD6404741-15 11/01/2025 11/01/2026 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 AWL30101375700 11/01/2025 11/01/2026 (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/M�ANAGEMIENT BY �lG¢4a L'�LBK22 �e1 DATE WAIVER WA RYES 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 m'I Key West, FL 33040 4 * ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 798 SR ID: 28781360 BATCH: 4188680 DATE(MMIDD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 10/28/2025 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 Exf: 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: 25-26Auto 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 INSURANCEAUULbUBK 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 10/08/2025 10/08/2026 BODILY INJURY(Per 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 a Ea�c r DATE 1.4.25 WAIVER NIA 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 1 799 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. 1800 LOULU,319 I I airvt sujjry tv,or i i t4-votrzvp;iwr4u D�p,arlriEiit of M MENT ANAGE ;I SERVICES Wo servo Jiose,who serw.,,,Florida Alternate Contract Source (ACS) No. 44000000-NASPO-19-ACS For Copiers and Managed Print:Services This Alternate Contract Source No. 44000000-NASPO-19-ACS for Copidti.-and Managed Print Services (Contract), is between the Department of Management Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way, Tallahassee, FL 32399 and Canon U.S.A., Inc. (Contractor), located at One Canon Park, Melville, NY 11747, collectively referred to herein as the"Parties." WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes: To evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services, and, if it is determined by the Secretary of the Department of Management Services in writing to be cost-effective and the.best value to the state, to enter into a written agreement authorizing an agency to make purchases under such contract; WHEREAS, the State of Colorado through NASPO, competitively procured-copiers and managed print services and executed NASPO ValuePoint Master Agreement No., 140595, Copiers and Managed Print Services (Master Agreement), with the Contractor; and WHEREAS, the Secretary evaluated the Master Agreement and determined that use of the Master Agreement is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Agreement became effective August 8, 2019, and its terry currently ends on December 3,1, 2022. The Master Agreement has two (2) years of renewals available. The Contract will become effective on January 1, 2022 or on the date signed by all Parties, whichever is later. The Contract will expire on December 31, 2022 unless terminated earlier or renewed in accordance with Exhibit 6, Special Contract Conditions. 2. Order of Precedence. This Contract document and the attached exhibits constitute the Contract and the entire understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute the Participating Addendum to the Master Agreement and modify or supplement the terms Page 1 of 3 1801 r—f1VWVVt;W.Or i 1,-t:jr4-OLo I 1-4W%,4-zym i4—Vui r4VCkvur4z, Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services and conditions of the Master, Agreement. All exhibits listed below are incorporated by reference into, and form part of, this Contract. In the event of a conflict, the following order of precedence shall apply: a) This Contract document b) Exhibit A: Additional Special Contract Conditions c) Exhibit B: Special Contract Conditions d) Exhibit C: Price Sheet a) Exhibit D. Master Agreement (including any amendments made prior to the effective date of this Contract and any subsequent amendments added to this Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Agreement, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes, may purchase products and services under this Contract. Any entity making a purchase off of this Contract acknowledges and agrees to be bound by the terms and conditions of this Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Contract. 4. Primary Contacts. Department's Contract 14Manager: Brenelcia Stephens Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Breneicia.stephens@dms.fl.gov Contractor's Contract Manager: Dave Rothauser Canon U.S.A.,, Inc. One Canon Park Melville, NY, 11747 (631) 330-5443 drothauser@cusa.canon.com Page 2 of 3 1802 DocuSign Envelope ID:BF11ASF4-3DI7-4AC2-9Al2-067F20B5DF45 Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services 5. Modifications. Any amendments to this Contract must be in writing and signed by the Parties. If amendments are made to the Master Agreement after the effective date of this Contract,the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Contract, enter into a written amendment with the Department reflecting the addition of such amendments to this Contract. IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized undersigned officials. CONTRACTOR DE7PAR IMAENT OF MANAGEMENT SERVICES ,--Decu Signed by: r)l Name a'so n6 I d s J. Todd inman Title: svp Secretary 1/31/2022 14:50 PM EST r-. I CZ:A%�z� Data: Date: Digftally signed by Roman Roman Gastesi ''Dat'e":'2'022,04.28 10:04M -04'00' MONROE COUNTY ATTORNEY PPROVED AS TO FORM JAMES;M�IENAAR I ASSISTANT CO NTY ATTORNEY Dte).ames D.Molenaar M911,%Vpod MA—D Molma., a D-te.2922�2004�57�00' Page 3 of 3 1803 DocuSign Envelope ID: A2819EO3-A1A3-49EF-9377-99DE862EF233 Department of ANAGE ;I SERVICES We serve these 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 ("ACS") 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 Spacial 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: 1. 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. II. 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. Ill. 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 1804 DocuSign Envelope ID:A2819EO3-AlA3-49EF-9377-99DE362EF233 Department of ANAGE ;I SERVICES We serve those who serge Florida CONTRACT AMENDMENT NO.: 1 - Renewal Contract No.: 44900000-NASPO-19-ACS Contract Name: Coders and Managed Print Services State of Florida: Contractor: Department of Management Services Canon U.S.A., Inc. DoouSigned by::�� oeuyS,[gnad 0.�Y: f rf.^^(J�" IN.WIiCAI'L( By: 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 1805 W 0 00 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 I- 0 00 TABLE OF CONTENTS q. PO V,ALT, EP l:NT MA.,S"" ER AG; L"I i T OV'R I W,,,, ,�,,,.,�, ,, , „�.., .,.,..... ���,m,�,�,,.,,,A,.,, ,,,,,...,,.,� -_4 I'l. ... ., , � , „ , ....-----,.-... —4, I, , Effecitive .............. . ...... ..... ....... ..........---......... ... IA Master Agreement Order of Precedence 1.4, Tam rafulhus, ...... ,��., ",.. ,,,,""," „.,,..," "",'.,. .,".,.,.,,, ..,. 3-1, Pruo�eand Raw lunarrannkle . �. , , � � ,.�.� ,., �.,.�.,,� ��,,,,,.,..m,�,.ICU, 1 a";i6panits a.nd scop o"" .... , ., �........ ,., ,.,.,, „�., 11 ...�.,m wronarisua4uvo Nos-,....... ,,........ ....,,.... ..,.,.,.. � � ,.,. , ,.�„ , �„� ,............q -4, �P' 1 V uluuo�,,Poiuuu Stimmary and(Mailed usage ..... , , , � , ., ,�.,�., ,,,, ,,��.,,�.,.�� 13, 1,3, NASP' ,Val ucPw,:H'drau Ca cvpi�Fwiv P'ro r�aum MarWing,and P'erfolarrurance 14 3.6. NASP ,ValowPoiau w l�uxkca ............ . ,,,, , , .,.� 3.7. Right to Publish........ .-- .,..... , q I,& Individual Clustierunenrs,........... ,., . S�T°A,TEM' "',OF"'✓n Ow RK..,.,,. ........ . .,. ,..... ..,..,... ......... „....... ����..,.� .......... ... . ..... .���......���. .� I ; 4.1. ,., , ,....,, 18 4.2, A ut'hari�zed ealleNs,......... ........... ............ .............I9, 4,31, P'.rwfuct 11"feriings ............... 119f 4. , -SUVice ...... ...., ....... ...... 3 w,t0wso and Lcar,c Prograrws ,,,,,,,,, ........, ..... 33 4A Securiq Rcquifemems,...., ............. 4-7. L,4uilpmont Dauvis au<i<aaw .................. 4S- Shipping awd I idivery ....n................... 4.9. Pagnauipnnnrnn unro linsu,allwugruw koquio,,mews.................. ..... 4.110. ginnspectio n and ,,,,,, ....,... ... 11. WarTanty. cgluircrunarut�s... . ....... ...... ......... . Cuu;st.or eir eurvuom .. ......... ...................... 5. ADMINISTRATION OF ORDERS... ........ �" � , ,.,,",.� ............ ,,,...., �� .,....�........��� 52 Pa�y'lMewt',.. . ', -. , ., ........ ....... ...... ......... 4? 16, .......... ... .,.. . -....,.,., .7 6A, 'lwsrurawc ......- .... ..,w..... .............. ,,,,., 7' 6," , Recards,Aidmiwus��tr^afilruwtn and ...., ,,.„ .......... .....m,..,,,,,, ,,,,,,,, ,,,48 61 "'onfiden6ality, Niu n- ii�.sdos�uu:re.,and l',mnjiuunuctiwe Retief „...,..., uavau;w!saw o(pro-Existing Intellectual PrrnPel°ry 63, Public ........—„ — .................. ,............., 10 n , .6�, _ wnPuu�urw �m uu uaou�Vra rh ., , �......„. ..................................... .......0 163. Chainges,in Contractor I o rlcs,aw�ation ............. ,,,,,, .....�... Independent Contractor—— ........ .... .,.,-.-,...... .,,,,,,,,.,.,,,..,,.,�.... as Co&n am Mainagadi IPlirrourn' o s,�IH�PIP-NP.18•001,NASPO VaWePe(int MlaMef AgTammem Tens oral m«bednao�a�lis�,lcms#vws9 00 0 00 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 A, 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 ENT , 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 0) 0 00 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-18-001 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 0 o 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 00 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 N T_ oo 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 th T_ oo Suggested Retail Price Manufacturer recommends that the retailer sell the Product. (MSRP) ,,, ....... ...., ..., „u.. ...,w.,.,. ,.......,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,..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). ..................................................... ...............................................................................................................____.....____..................................................................__..........__............................................................... , ,�.................................................,.,.,................... 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-18-001.NASPO VatusPeint Master Agreement Tents and Conditions,CMS 4 140595 d� oo 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 L0 T_ oo 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 lst 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 lst 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 cfl oo 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 ti oo 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 00 T_ oo 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 to 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 CD N 00 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 V_ N 00 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 N N 00 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 M N 00 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 dq N 00 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 LO N 00 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 AlSegment 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 W N 00 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 ti N 00 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 00 N 00 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 0) N 00 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 0 M 00 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 V_ M 00 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 N M 10 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 M M 00 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 d M 00 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 M 00 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 cfl M tb 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 ti M 00 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 tb M tb 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 M 00 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 C) Iq 00 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 V_ dq 00 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 N d' 00 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 M d' 00 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 dq dq 00 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 LO dq 00 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 to dq too 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 ti dq 10 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 00 dq 00 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 0) dq 00 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 CD in 00 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 V_ LO 00 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 N LO 00 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 M in 00 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 dq to 00 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 in in too 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 to LO 00 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 iti in 00 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 00 to 00 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 0) LO 00 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 0 to 00 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 V- to 00 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 N to 00 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 M to 00 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 dq to 10 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 in to 00 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 to to 00 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 ti to 00 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 00 to 00 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 0) to 00 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 0 ti 00 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 ti 00 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 N ti 00 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 M ti 00 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 d ti 00 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 LO ti 00 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 AFP-NP 18.001,NASPO ValuePoint MasterAgreemmal Terms and Conditions„CMS 9 140595 cfl ti 00 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 ti ti tb 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 00 ti 00 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 ti 00 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 0 00 00 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 T_ oo 00 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 N 00 00 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 M 00 00 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 dq 00 00 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,HASP ValuePmint Master Agreement Terms and Conditions,CMS#140595 LO 00 00 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 to 00 00 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 ti 10 10 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 tb tb tb 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 0) 10 10 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 0 0) 00 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 00 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 N 0) 00 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 M M 00 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 d 00 ATTACHMENT G,SAMPLE THEREFORE EULA 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 LO 00 LIMITATION, ANY LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) PERTAINING IN ANY WAY TO 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 cfl 00 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 ti 00 S. 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 00 0) 00 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 00 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 0 0 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 T_ 0 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 N O 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 M O M 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 dq 0 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 LO 0 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 A, ACI 1114 E"\,'T ]115 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with:Identisys Contract# EG-IMA10544-11 ............... ........ Effective Date: 09/01/2025 ................... Expiration Date: 08/31/2026 Contract Purpose/Description: Amendment No. 1 with Identisys Incorporated to document annual 3.5% uplift in price for on-site service contract ....................... .................................. that includes parts and labor, along with scheduled preventive maintenance calls and telephone support for badging and photo card ID equipment and software. ............ Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheri Tamborski 305.289.6088 MCFR/Stop 14A .......................... ............................ (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ $ 1,119.00 Current Year Portion: $ 1,119.00 (must be$100,000 or less) (H'mulkiyeall'agTVC111CW flhCrl reqmres B0 Vapp ovall, unloss Budgeted?YesFE NoE] Grant: $$ 0-00 County Match: $.$0.00 Fund/Cost Center/Spend Category: 141/11500(50%); 001/1 3500(50%),SC_00084 ADDITIONAL COSTS Estimated Ongoing Costs: $ $ 0-00 /yr For: N/A ........................................ .......... (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES EINO 12] CONTRACT REVIEW Reviewer Department Head Signature: R.L.Colina ........................ Eve M. Lewis �Xgftlly"Mg-d by EM Lnms County Attorney Signature: 1.1e-2.025 11 13 16,15 41 1!111-'. ..................................... ............................... 0giR.1 ly igv'.d b V JIym F IN I Risk Management Signature: Jaclyn Flatt 'W':....11 14 011,1412 115'11' ................................................ Dk,'B40y signed by Lisa Abreu Lisa Abreu Dow 2025 11.20 15:14:43 Purchasing Signature: ice Angelica 1q,00y sig-d by Ancph ma?%y OMB Signature: Malcosky D.I.2025 11 20 IhW 58 0500' ................................................. Comments: ................................................... ——-------- Revised BOCC 4/19/2023 91 1906 Monroe County Purchasing Policy and Procedures ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT RENEWAL FORM FOR CONTRACTS $100,000.00 and Under Contract with: Identisys Incorporated. Contract# EG-IMA10544-11 Renewal Date: 9.01.2025 Expiration Date: 4 .31.2026 Contract Renewal Notes: Annual renewal of on-sake service contract for fudging,equipment and software used to create badges and photo to cards for MCFR employees and Emorgerrcy Management.The contractcommonced orr 09101/2026 and expires on 08/ 1/2026, FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW WILL REQUIRE APPROVAL BY THE BOCC 0 The BOCC approved agreement provided for a renewal subject to the terms and conditions set forth in in the initial contract. 0 The Contractor has performed in a satisfactory manner and the contract manager has verified satisfactory performance 8 The Contractor has requested and agrees to renewal (renewal agreement should first be signed by Contractor) 8 The renewal period is set forth in the BOCC approved agreement 8 The total cumulative value, including any Consumer Price Index (CPI) increase, of the renewal is $100,000.00 and under The following Contract Manager has verified that the above conditions have been met. Contract Manager: Cheri Tamborski 6088 MCFF /Stop 14A (Name) (Ext.) (Department/Stop 4) Revised BOCC 4/19/23 Page 85 of 105 1907 AMENDMENT NO. ITO T14E AGREEMENT Bet-oreen MONROE,COUNTY, FL and IDENTISYS INC'ORPORATED This Airicridnicrit No. I to the original agreement between Monroe ("ounty, Florida, and Identisys Incorporated, for use of as badge-making machine and associated maintenance services datcd February 6, 2025 ("Original Agreement"), is hereby made this day of 20_, by and between the aforementioned parties, and whom agree as follows: W 11' N E S S E T I-I: WHEREAS, oil February 6, 2025, the parties entered into the Original Agreement to ensure that the Monroe County Emergency Services Department had use of a badge-making machine and associated maintenance services; and WHEREAS, the parties agree to extend the agreeilient as contemplated by paragraph 5, "Contract Terrn," of the Original Agreement for one additional year (the first oftbur potential renewals); however, Indentisys. Incorporated desires to impose an annual uplift in pricing that was not provided in the Original Agreement; and WHEREAS, (lie parties desire to amend the agreement to provide for all annual uplift of no more than 3.5%applied each year provided within the agreement term; and WHEREAS,the parties seek to amend the agreement to provide I*or this change. NOW,THEREFORE,based oil the promises and covcnants herein contained, the parties agree as follows: 1. The recitations referred to above are true and correct, and are hereby adopted and incorporated as ifset forth in full. The parties seek to describe changes in time existing agreement in following; ways: 1) words in strike through type are deletions froni existing text, 2) words in underline type are additions to existing text,and 3)asterisks(***)indicate existing text not shown. I The parties desire to extend the agreement for one (1) year cornnicncing retroactively on September 1, 2025. This shall be the first (I") of four (4) potential renewals provided pursuant to paragraph 5, "Contract Term,"of the Original Agreement, Renewals may be authorized administratively Subject to the County's Purchasing Policy. Consistent with the agreement, renewals rnay be exercised by mutual written approval of(lie parties subject to the terms and conditions of the agreement. 3. The parties desire to amend the Original Agreement, specifically paragraph 5, *'Contract Term," to read as follows: Page 1, of 3 1908 The initial contract period is for one (1) year commencing on September 1, 2024 (retroactively effective), with the option to renew for four(4), mutually agreed upon, one (I)-year extensions (renewals). An extension or renewal may be accomplished through administrative approval memorialized by written consent of authorized representatives of the respective parties. Annual invoices that reflect an uplift in-pricing may not exceed a 3.5% increase .*I, * 11 -ovided herein, and in eeeeManee -wk,.h—ai+y-afin:tia I the exhibit4 (if any). All renewals are subject to the same terms and conditions as provided hcrein. Additional services and products above and beyond what is authorized in the exhibits may only be purchased through a duly executed amendment to this Agreement. 4. This agreement constitutes the entire understanding between the parties regarding this Amendment No. I to the agreement, and all other terms and conditions of the Original Agreement, not inconsistent herewith, shall remain in full force and effect, and arc incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. I the day and year first above written. CONTRACTOR: IDENTISYS INCORPORATED S1 gnat re La'm t ts Print Name& Title STATr, Cl _N1ft,1e__sd COUNTY OF .li t�dnq_;n__ The foregoing instrument was sworn to/affinncd and acknowledged before me by means of lei physical presence or 0 online notarization, this I * _z3L 5!�r day of b alD er _ _ _ by President/ Director/ VP of IDFNTISYS INCORPORATED, a . j e sen Minnesota Corporation, He/ is personally known to nic/or has produced (type of identification) as identification, ABByANNE BRUMMUN Notary Pubilo §Wnature of Notary Public MInnesota amjWw E*"11310S V,C=D M (Print��Stan 1, isgsio`nAcRame of Notary Public) [County Signatures to followl Page 2 of 3 1909 AMENDMENT NO. I TOTIIE, AGREEMENT between MONROE COUNTY, FL and IDENTISYS INCORPORATED BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: Christine Hurley, County Administrator Approved as to Icgal tern i & sufficiency: Eve M. Lewis,,.W.51022 17,1.1 V,44'W Eve M. Lewis, Assistant County Attorney Page 3 of 3 1910 , CONTRACT INVOICE Invoice Number: 732311 Identl!S^ys Inc. Invoice Date: 8/27/2025 7630 caimrnerce way,,Eden Prairie,MN 55_�44 Remit to: R0.. Boer x �, Minnetonka, MNS,5-345-008fi Account Number: MC84-001 e sw� � c T dd�rr e:sa>s. F,95 .975.0 Balance Due: $1,119.00 Bill To: Monroe County Fire Rescue Customer: Monroe County Fire Rescue Cheri Tamborski /Accounts Payable 7280 Overseas Highway 7280 Overseas HighWay Marathon, FL 33050 Marathon, FL 33050 Account..No..................................................................Pa..... ....................................................D. .. .....................................................................Invoice Tota.L................................................................................................................................................... Payment' Due Date Balance Due ................................................M C84.0.0.1........................................................................Due ...u......on...rece.L....t....................................................8....27....2025...................................................................................1....1.1.9.00................................................................................................................................................................ p p / / $ $ 11119.00 ...................................................................................................................................................................................................................................................................Invoice ..Remarks .................................................................................................................................................................................................................................................................. Contract ..N.u.mber..................................................................................Contact ................................................................................ContractAmount......................PO....N.umber..............................Start Date.................................ExP........Date............... EG.IMA10544-12 Cheri Tamborsk 305.2896088 1119.00 912021 8 31 202fi .................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. Contract Remarks .................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. DEAR VALUED CUSTOMER: THIS IS AN INVOICE FOR THE NEXT TERM ON YOUR SERVICE CONTRACT FOR THE BELOW EQUIPMENT. IDENTISYS LOOKS FORWARD TO PROVIDING YOU WITH CONTINUED GREAT SERVICE,AND IF YOU HAVE ANY QUESTIONS PLEASE DON'T HESITATE TO CONTACT ME. LAMISSA 3ENSEN,CONTRACT ADMINISTRATOR, P: 952-294-1206,F: 952-975-0660, EMAIL: LAMISSA_3ENSEN@IDENTISYS.COM AND CONTRACTS @ I D E NTI SYS.CO M ON-SITE SERVICE CONTRACT INCLUDES PARTS,LABOR AND TRAVEL WHEN YOUR EQUIPMENT NEEDS REPAIR, PHONE SUPPORT AND PREVENTIVE MAINTENANCE. (EXCLUDING CONSUMABLES&PRINTHEADS) **CALL 877-437-3724 OPT 2 FOR SERVICE AND TO SCHEDULE PM'S PLEASE NOTE IDENTISYS EVERGREEN TERMS AND CONDITIONS ATTACHED Summary: Contract base rate charge for the 9/1/2025 to 8/31/2026 billing period $1,119.00 *Sum of equipment base charges $1,119.00 Detail: Equipment included under this contract Datacard (Entrust)/Datacard CD800 Duplex Number Serial Number Base Charge Location E103034................................................................C361.59.............................................................................. 1 119.00 Mon.................oun Fire Rescue 7280 Overseas Hi hWa$ roe County g y Marathon, FL 33050 PAY YOUR BILL ONLINE www.identisys.com/contact-us/bill-pay Invoice SubTotal $1,119.00 Online card payments are subject to a surcharge. Tax: $0.0.0 Invoice Total $1,119.00 To view the IdentiSys Terms of Use and Sale or IdentiSys Service Contract Terms and Balance due before start date: $1,119.00 Conditions,visit www.identisys.com/terms-of-use-and-sale Balance due after start date: $1,144.00 Page 1911 Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS.$,1,00,000`00 and Under Ndenti s LA 971MA t0544-11 Effective Date: 09.01 2024 Expiration Date: OS'31'2025 ... Contract Purpose/Description:. Annual,on-site service contract for ad (n.. ai , it and,software,used to c�aate eag and ph6td,ID cards for MCFR erispl ea and iergeony l rla aetentpoiutor"�hal for identification i p e .,On site service contract lr%clt as e aborIgt # d tey t e term .and tme s e , 09.01.2024 through 08.31.2025, Contract is Original Agreement Contract Amendment/Extension Renewal g Cheri Tamborski 'W.. 60 C, R1St 014A Contract Manager: 305.289.6088' mm� CONTRACT COSTS Total Dollar Value of Contract: $ 1,106.00 Current Year Portion: $ 1' 06 00 (must be$100,000,00 or less) —�����- (If multiyear agreement then requires BOCC approval,unless the �(][ ll c iiiilmtalfi uoluwiillq is S1(000000au Irss Budgeted? Yes❑✓ Noo Grant: $N/A County Match: $ N/A Fund/Cost Center/Spend Cate o : 141/11500(50%),001/13500 0 1),sc_00084 ADDITIONAL COSTS Estimated Ongoing Costs: $0 /yr For: N/A (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) 6 nsurance Required: YES NO Cif CONTRACT REVIEW Reviewer Date In 0 gilally g etl by R.L.Gal na Department Head Signature: R.L.Colina D le:2025 01 30 14.0656 0500 Digitally g dby E-Evert Lewis County Attorney Signature. EveIT M. Lewiss .... D 1.2025 01 31 0 0500' : P Jones Risk Management Signature:. _mmm, 440 050° Gaelan P Jones oglazo2s°1d3by1m _ .... Dig tally g tl by Lis Pb Purchasing Signature: Lisa D 1.20250204 15:5536 0500' D 9tlelly signed by John Dunn OMB Signature: John...m Quinn Date:2025 02 05 15:454 0500' _ ..... ..-... .... C'ornments: Revised BOCC 4/19/2023 Page 84 of 105 1912 AGREEMENT between MONROE COUNTY,FL and IDENTISYS INCORPORATED for Monroe County Emergency Services Badge-Making Machine&Maintenance T11IS AGREEMENT is made and entered into this day ol` 4'b , and retroactively effective to September 1, 2024, by and between Monroe County, a political subdivision of the State of Florida, through its Board of County Commissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"), and Identisys Incorporated,a Minnesota corporation with principal offices located at 7630 Commerce Way,Eden Prairie, MN 55344 (the "Contractor") to provide Monroe County Emergency Services with a badge-making machine and maintenance,as more fully described herein. Now therefore,in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents. This Agreement supersedes and replaces, in all respects, all prior agreements including, but not limited to, the evergreen documents between the parties. This Agreement is the current and effectual understanding of the parties, and the contract documents consist of: this Agreement,the IdentiSys"Contract Invoice"attached hereto as "Exhibit A," and the IndentiSys "Maintenance Agreement Terms and Conditions"attached hereto as"Exhibit B." All exhibits referenced herein are incorporated by reference. In the event of a conflict between the aforementioned documents, this Agreement will control,then"Exhibit A,"and then"Exhibit B,"in that order. 2) The Work/Services.The Contractor must perform all work and provide all services to the County required by this Agreement, and as set forth in Exhibits A& B. Any references therein to linked terms and conditions are null and void.Contractor must comply with any and all Federal, State,and local laws and regulations now in effect,or hereinafter enacted during the term of this Agreement,which are applicable to the Contractor,its employees, agents or subcontractors,if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement,appropriate licenses. 3) Contract Amount.Contractor will perform contract requirements with pricing as listed in "Exhibit A" and invoicing via Contractor order(s)are allowable hereunder so long as they are acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk.To the extent that purchases made hereunder exceed the total value of$100,000,prior written approval of the Board of County Commissioners shall be obtained.County is exempt from payment of Florida State Sales and Use taxes. 4) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent arc withdrawn,this Agreement is terminated,and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term.The initial contract period is for one(1)year commencing on September Page 1 of 9 1913 1„ 2024 (retroactively effective), with the option to renew for four (4), mutually agreed upon,one (I)-year extensions(renewals). An extension or renewal may be accomplished through administrative approval memorialized by written consent of authorized representatives of the respective parties. Annual invoices must be consistent with the pricing provided herein, and in accordance with any annual increase expressly authorized in the exhibits (if any). All renewals are subject to the same terms and conditions as provided herein.Additional services and products above and beyond what is authorized in the exhibits may only be purchased through a duly executed amendment to this Agreement. b) Independent Contractor. This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes. 'n Assignment and Subcontracting.Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. 8) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to it for monies paid under this Agreement, without limitation thereby,and reserves the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance,located at Section 2-721 et at.of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience,at any time,upon ninety(90)days'written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall be refunded for the portion of the prepaid year not serviced by Contractor, on a prorated per diem basis as of the appointed termination date. 9) Insurance Requirements. Contractor shall obtain and maintain at its own expense insurance coverages as deemed necessary by the Monroe County Risk Manager prior to commencing service under this Agreement, and maintain such coverage throughout the term of the Agreement. 10) Indemnification&Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,the Contractor shall defend,indemnify,and hold the County,and the County's elected and appointed officers and employees,harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption,and any costs or expenses that may be asserted against,initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with:(A)any activity of the Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentionai wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees,agents,sub-contractors or other Page 2 of 9 1914 invitees;or(C)the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action,litigation,proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees,agents,contractors or invitees(other than the Contractor). b) Furthermore, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials,employees, and agents from all such claims,fees,royalties,or costs for its use of any patent,trademark,or copyrighted materials, and any suits or actions of any name that may be brought against the County, its elected and appointer) officials, employees, and agents for the infringement of any patents,trademarks or copyrights claimed by any person,firm, or corporation. c) Nothing contained herein is:intended,nor may it be construed,to waive County's rights and immunities under the common law or Section 768.28,Florida Statutes, as amended from time to time;nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement. or any earlier termination of this Agreement. d) In no event shall IdentiS;ys be liable for special, incidental, consequential or punitive damages. In no event shall IdentiSys'total liability under this agreement exceed the insurance policy.limits on general liability held by IdentiSys at the time the cause of action accrued. 11) Data Management;Data Security Standards.Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering,public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501.171,Fla. Stats.,as amended from time to time_And specifically in the context of data breaches that involve Protected Health Information pursuant to Health Insurance Portability and Accountability Act (HIPAA), Contractor must comply with all requirements of the Health Information Technology for Economic and Clinical Health Act (HITECH); Section 105 of Title I of the Genetic Information Nondiscrimination Act of 2008(GINA); and 45 C.F.R. Parts 160, 162 and 164 and Final Omnibus Rule eff. March 26, 2013). To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation(GDPR) that became effective in the European Union on May 25,2018,and any more recently revised version thereof.For any system integration between the County's network systems and that of the Contractor,the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 12) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(l)(a),Florida Statutes,are placed on the Discriminatory Vendor List.Pursuant to Section 287.134(2)(a),Florida Statutes. "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids,proposals,or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant Page 3 of 9 1915 under a contract with any public entity; and may not transact business with any public entity." 13) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required.Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities.Contractor hereby certifies that it has not offered,given,or agreed to give any :Monroe County employee a gratuity, favor; or anything of monetary value in connection with any decision,approval,disapproval,recommendation,preparation of any part of the Project or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition in the award of this Project. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 14) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990.By signing this Agreement,the Contractor warrants that he/she/it has not employed,retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149,Monroe County Code of Ordinances,or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may,in its discretion,terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover,the full amount of any fee,commission,percentage,gift,or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b),Monroe County Code of Ordinances. 15) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings.Throughout the term of this Agreement,the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation,investigations,arbitration,or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 16) Choice of Law and Venue.The parties hereby agree that the only laws that apply to this Page 4 of 9 1916 Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida,and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida,whenever applicable. 17) Public Records. County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701,Florida Statutes,as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law,Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records,provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119,Florida Statutes,or as otherwise provided by law. c) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement,at no cost,either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records,in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-3470, PUBLICRECORDS@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 18) Public Entity Crimes Statement.Pursuant to Section 287.133(2)(a),Florida Statutes,as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity;it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be Page 5 of 9 1917 awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity;and,it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017,Florida Statutes,for Category TWO($35,000),as may be amended,for a period of thirty-six(36)months from the date of being placed on the convicted vendor list. 19) Foreign Gifts and Contracts.The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes:"In addition to any fine assessed under[§286.101(7)(a),Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a. state agency or any political subdivision until such ineligibility is lifted by the Administration, Commission [Governor and Cabinet per §14.202,Florida Statutes]for good cause." 20) Scrutinized Companies and Countries of Concern per Sections 287.135, 215A73, & 287.138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List,nor is engaged in a boycott of Israel; b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List(formerly the Iran Petroleum Energy Sector List);and c)has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph,or if Contractor is found to have been placed on a.list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel aster the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, a.% amended. The County, reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135„ Florida Statutes, as amended.. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea,the Republic of Cuba,the Venezuelan regime of Nicolas Maduro,or the Syrian Arab Republic,unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c)of Section 287.138,Florida Statutes,as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. 11)ENT"M 1'NCtA RPO11AT D is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a.Foreign Country of Concern does not have a Controlling Interest in the entity.Under penalties ofperjury,I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Title: ,, [° l tl is r Signatur : Date: 1 Page 6 of 9 1918 21) Noncoercive Conduct for Labor or Services.As a nongovernmental entity submitting a proposal, executing,, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes.As an authorized representative of Contractor,I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06.Additionally,Contractor has reviewed Section 787.06,Florida Statutes,and agrees to abide by same. 22) Nondiscrimination.The Contractor and County agree that there will be no discrimination against any person,and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party,effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances,as applicable,relating to nondiscrimination.These include but are not limited to: 1)Title VII of the Civii Fights Act of 1964(PL 88-352)which prohibits discrimination in employment on the basis of.race,color„religion., sex or national origin; 2)Title IX of the Education Amendment of 1972,as amended(20 USC ss. 1681-1683,and 1685-1686), which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4)The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990(42 USC s. 12101 Note),as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin,ancestry,sexual orientation, gender identity or expression,familial status or age; 11)The Pregnant Workers Fairness Act(PWFA)pursuant to 42 U.S.C.2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 23) E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of- a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract;and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S.Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended Page 7 of 9 1919 from time to time.This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ,contract with,or subcontract with,an unauthorized alien.Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one(1)year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement,Contractor will provide proof of enrollment in E-verify to the County. 24) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not.and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system,as such terms are used in 48 CFR§§52.204-24 through 52.204-26.By executing this Agreement,Contractor represents and certifies that Contractor and its applicable subcontraetors must not provide or use such covered telecommunications equipment, system, or services for any scrape of work performed for the County for the entire duration of this Agreement.If Contractor is notified of any use or provisions of such covered telecommunications equipment,system, or services by a subcontractor at'any tier or by any other source,Contractor must promptly report the information in 40 CFR§ 52.204-25(d)(2)to County. 25) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137,Florida Statutes,as may be amended,a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable for an antitrust violation may not submit a bid,proposal,or reply for any new contract to provide any goods or services to a public entity;may not submit a bid,proposal,or reply for a new contract with a public entity for the construction or repair of a public building or public work;may not submit a bid,proposal,or reply on new leases of real property to a public entity;may not be awarded or perfommn work as a contractor,supplier,subcontractor, or consultant under a new contract with a public entity;and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s)are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137,Florida Statutes,as amended 26) Merger; Amendment; Interpretation; Joint Preparation. This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparintg. same does not apply herein due to the joint contributions of both parties.. 27) Severability; Waiver of Provisions.Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will,as to that jurisdiction,be ineffective to the extent Page 8 of 9 1920 of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 28) Signatory Authority; Counterparts and Multiple Originals. Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. IN WITNESS WHEREOF, County, signing through its authorized representative, and Contractor, through its authorized representative,have made and formed this Agreement that is retroactive to September 1,2024. CONTRACTOR: IDENTISYS INCORPORATED B " 6KSignaturc Date Lapmsl ' " 'I . Print Name&Title STATE OF COUNT" OF P� The foregoing instrument was sworn to/affirmed and acknowledged before me by means of l 'physical presence or[J online notarization,this :� day of ,201y,by President/Director/VP of 1DENTISYS INCORPORATED,a Minnesota Corporation, He/She is personally known to tote/or has produced " (type of identification)as identification. By A1VNE 1l lM Signatu e of Notary Public t4dwy Public Minnesota (Prin &Stamp Commissioned Name of Notary Public) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA: Digitally signed by Christine Hurley Christine Hurley Date:2025.02.1911:18:09-05'00' y: _ Christine Hurley,County Administrator Date Approved as to legal form&sufficiency:. CFigj17'sNgY a11�e� Levels Eve M. Lewis Eve M. Lewis,Assistant County Attorney Page 9 of 9 1921 A't CONTRACT INVOICE Invoice Number: 680475 Inc.Identlifts Invoice Date: 8/20/2024 7630 COMMOrM WOV,Eden Prairie,MN 55 Remit to;P0.scm x0m,Minnetonke,MN SS31454301116 Account Number: MC84 w:952. .12 T*1141r , 4,3i.9M F,9S2-97S.0660 Balance Due: $1,081.00 Fed hIM 41-1938561 0 8 Bill To: Monroe County Emergency Management Customer: Monroe County Emergency Management Acts Payable/Alary Luttazi 490 63rd Street Suite 160 490 63rd Street Suite 160 Marathon, FL 33050 Marathon,FL 33050 ue Total Balarms Due i 1` M Due upon rr: `espt .. 8D,B20%2024 A $ 1,081 D0 0 ..I F .�`:;.r..-.,-,,^wti• ,.,,'.I'i .'�,r.....ti ,1p 9. .a.L.,' w r ,.,.....:r...:t. *.1 "'AZ..+r^^l;:m.':..M ry .•nn,.,. P^!'..z s"r "'3 ,.e«a .'w. 'm^"n,."V"".'X"'. .. .. .. ,. +'9M '"'C "� ..,aMIAYwraA+r.,.,ry-,,y,y,vWww.wuww wqq «+rv,ww. r,+v M ' •e✓ ^ i w,w +W.sr l ,wa •c. � � '^.-u.+WYA.Y�ilr +MIY ;�,W.'11'usmu'wWu'wWHYy,,+tlmYrAnYe""�r-.YMr XpMx+b'r"x,~wAYL+Nwwnm.d+xeMirvw .,..Y'wIVYA^'w.INY,'�'M •�uRW ••°'MM'n sk^+r"!�w:"ry 'o-MYanu NvM Yi�Powe mlM•,.xk.A"'AMI w..MR'r,rP Tx+N'w.A..,9u R'�W� PA Nwrbw Start I �Caftect contract 01F'IM : ,rvwmww.^tx..w. r» ww.. Date : * ,....,,- AEG IMAID544-11 Cheri Tamborsld'305 289-6004 $ 1 D81 DD 9/1R�4 8/31/2025 .. s1d ,. .... .,�,......�b .......,.r r.n inn.. ..-g, Contract bwav,....�n,w•wn.•....ww„amrmw, nrni.�:e...rc.wr..,w..wr...nr..n..•�+._..,....wu rw..n.,rnr...,.-.u..xw«r..®.r,..n.,w.nwr... ro.w-m..xn ar,ry r •• •- • DEAR VALUED CUSTOMER: k jTHIS IS AN INVOICE FOR THE NE' s"TERM ON YOUR,SERVICE,CONTRACT FOR THE BELOW EQUIPMENT. IDENTISYS LOOKS FORWARD TO PROVIDING YOU I I WITH CONTINUED GREAT SERVICE,AND IF YOU HAVE ANY QUESTIONS PLEASE DONT HESITATE TO CONTACT ME, I LAMISSA JENSEN,CONTRACT ADMINISTRATOR,P:952-294-1206,F:952-975-0660,EMAIL:LAMISSA ]ENSEN@IDENTISYS.COM AND M icoNTRACTS@IDENTISYS.COM ION-SITE'SERVICE CONTRACT INCLUDES PARTS„LABOR AND TRAVEL.WHEN YOUR EQUIPMENT NEEDS REPAIR,PHONE SUPPORT AND PREVENTIVE MAINTENANCE (EXCLUDING CONSUMA8I.ES PRINTHEADS) **CALL 877-�4I7-3724 OPT 7 FOR SERVICE AND TO SCHEDULE PM'S LE NINE IDENTISYS EVERGREEN TERMS AND CONDITIONS TA HED ,x Summary: Contract base rate charge for the 9/1/2024 to 8/31/2025 billing period $1,081.D0 *Sum of equipment base charges $1,081.00 Detail: p; Datacard (Entrust)/Datocard CD800 Duplex Number Serial Number Base Change Location E103034 C36159 $1,081.00 Monroe County Emergency Management 490 63rd Street Suite 160 Marathon,FL 33050 Pay Your Bill Online:www.identisys.com/contact-us/bill-pay Invoice Sub-Total $1,081.00 To review the current version of the IdentiSys Terms of Use and Sale or IdentiSys Service Tahc _$0.00 Contract Terms and Conditions,visit:www,identisys.com/terms-d-use-and-sale Invoice Total $1,081.00 Balance due before start date: $1,081.00 Balance due after start date: $1,106.00 Page 1 of 1 1922 DDffY CERTIFICATE OF LIABILITY INSURANCE DATE(MM/01l24/2025 ) 025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL,INSURED,the policy(ies}must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s)� PRODUCER NANM TACT Jeanne Okeson � x�_ AssuredPartners of Minnesota LLCrCN 'xt. (651)644 7200 (ArC N� (651)644-9137 ........ 2685 Long Lake Road ADDRI SS: jeanne.okeson@assuredpartners.com INSURERfSI AFFORDING COVERAGE NAIC# St.Paul MN 55113 INSURERA: Massachusetts Bay Insurance Co 22306 . ... INSURED INSURER B: Allmerica Financial Benefit.In 41840 IdentiSys,Incorporated INSURER C: Hanover Insurance Company' 22292 7630 Commerce Way INSURER D. -,- INSURER E��. _EIEE .... ..... ........ Eden Prairie MN 55344 INSURE'RF: COVERAGE$ CERTIFICATE NUMBER: 24-25 GL/BAAI PNC WOS REVISION NUMBER: THIS IS TO CERTIFY THATTHE 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. fMNr� NSD ewvD ........ _ v aMrDD LlMlrs �W �...........A M C EW Ll Y -RP TYPE OF INSURANCE POLICY NUMBER MkPdGDrYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 J F7T 100,000 CLAIMS-MADE �OCCUR E 7rEXP t�kn�o euraCeS ) '$ xy $ 10,000 A Y ZDX9803177 12/31/2024 12/31/2025 PERSONAL&ADVINJURY $ 1,000,000 GEN LAGGREGATE LIMITAPPLIES PER: ENEFrALAd tdFS ATE $ 2,000 000 PR'C71L19JdW T�, �.�. POLICY PRO ❑LOC " COMP/OP AGG .$ 2,000,000 JECT •-�"". OTHER. ......... E UMCT __. ....... .......�-...W_......... ....... """'"- """" '��i1Bl['�96-L'p$'IN�"56 E U9N19'�" 1,000 AUTOMOBILE LIABILITY Ea accrda,�I $ 000 ANY AUTO BODI LY I NJU RY(Per person) S B OWNED •••� SCHEDULED Y AWX9803390 12/31/2024 12/31/2025 BODI LY I NJ URY(Per accident) $ ,,,,,,, AUTOS ONLY AUTOS "^' """'"" HIRED NON-OWNED iper aE.TY DA�,'HAL'sE $ 7,000,000 AUTOS ONLY AUTOS ONLY Pier ac.crdaant, ,-,-, "„""'"""" - .„••.• Uninsured motorist S 1,000,000 UMBRELLA LIAR OCCUR CCUPR ENCE.. $ _��.Y.--"...... ..... 1�1 C EXCESS UHX9803178 12/31/2024 12/31/2025 AGGREGATE $ 7,000,000 CLAIMS•NMADE . _ DED RETENTION 6 s ..... +WORKERS COMPENSATION No cov for Volunteer R STAKd,CTE PER Cn,ER AND EMPLOYERS'LIABILITY YIN 500,000 A ,+Mph'YPROPRIETOWPAR"rNEIRIE�`EC;UTIVE NIA WDX9792238 12/31/2024 12/31/2025 '�,E.LEACHACCIDENT '$ OFFIUERWEMSER EXCLUE y , 500,000 (Mandalory in NH) E.L DISEASE-EAEMPLOYEE $ _. If yes describe under 500,000 DESCRfPTI2?Md OF OPERATIONS below E-L.DISEASE•POM.IId"„.Y U,11WMP7 �'$ Prot E&O Each Claim $2,000,000 Errors&Omissions I"Iatal$lOK R VE LHXD982247 12/31/2024 12/31/2025 Cyber/Pri C Cyber&Privacy Securi DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Per the attached forms per written contract or written agreement between Named Insured and Additional Insured(s) Please note:this certificate does not supersede the policy and its forms. APPROVED BY RISK MANAGEMENT DATE 12,9,25 WAIVER NIA 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 Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street '.AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1923 "EXHIBIT B" IDENTISYS MAINTENANCE AGREEMENT TERMS AND CONDITIONS 1. IffM The Agreement shall bo signed by the Customer and 8. AUM Customer shall permit ldentiSys frea access to the will commence on the start date stated on the Agreement,and equipment to be serviced hereunder and shall provide to shall continue for an initial one-year term. IdenttSys adequate storage space„working space and all necessary utilities. 2. RMIj2#0 of gSvgLv` During the term of this Agreement,IdoutiS,ys agrees to provide the preventative and 9. a omen lacement.IdentiSys mservcs the right remedial maintenanco services recommended by the st its arption to replace or repair any part or component which manufiacturer.IdentiSys technicians will perform maintenance fails to perform its function under normal use.IdenfiSys further services sufficient to kmp equipment in good operating reserves the right to use,at its option,new,rebuilt comparable. condition.Maintenance services include necessary replacement or reconditioned parnsfcomponents or improved of standard parts,and labor necessary to replace such parts„to pwW-components which are capable of performing;functions make technical adjustments„and to clean and lubricate the similar to those of than replaced parts/components, equipment.Customer most contact.the IdentiSys Service Department at 877-437-3724 opt 2 or is ttG W11115"w'.car, 10. MffMgZr wnenta Avallala]Ilty.In the event.that pares or to sot up service calls f er preventative and remedial sraviocs, equired to repair or maintain coretrcd product arerare Ltnlcss o��i noted,on fife fount side ofilable,IdontiS,ys may tnre��nate+errv�e for all or p cified product an l will lair's die Cnstarmer athis form,service will be provided Monday through Fridaye for rate unused portion of the term chargar. galonm to s-.00pm local time,excluding,holidays observed by IdentiSys. Including but not limited to:New'year's Day, it, yLVLsqJ& IdentiSys warrants that alI services provided. Memot'u]Day,July 4`s,Labor Day,.'Thanksgiving& hereunder shall be peif"orrned in a new,workman]We manner Thanksgiving Friday,Christmas Eve Day„and Christmas Day. and shall comply with industry standards and practices. to tits 4, n I covotwt ervl;oaa.This Agreement and the event that any ldentiSy's services do not meet those warranty fees for maiatanance do not cower labor,parts,and expenses specifications,IdentiSys shall correct such defective services at necessary tot(a)repair damage caused by Customer's its expense, EXCEPT AS:SET FORTH HEREIN.IDEN J ISYS negligence;((a)roe onfrgrura or relocate the oquipmont;(o)set up MARES NO WARRANTIES,EXPRESS OR IMPLIED, nrenprovide;(b) ng for porson reloal Ite Cho o,„(d)repair INCLUDING WARRANTIES OF MERCHANTABILITY problems which arise from the use by(Customer ofnon- AND FITNESS FOR A PARTICULAR PURPOSE. Idtn iSys approved parts,artawhmcnts,devices nr supplies 12. 1m ; ' Lion tb L i IN NO EVENT°SHALT.IDENTISYS list f thir a II ` lear not a rev BE LIABLE FOR SPECIAI,INC]TIEi`IT'AI',, by Id IS s a r t rmi a' ofthi CONSEQUEINTIA.I OR PUNITIVE DAMAGES. IN NO a t (fir)repair darnage caused by customer EVENT SHALL IDENTISYS'TOTAL LIABILITY UNDER facilityJzstems (t)recover last data due to the absence of'an THIS AGREEMEMr EXCFFD THE SUM OF ALL accurate bock-up;(g)receive applicable upgrades;(it)replace: AMOUNTS PAID BY CUSTOMER TO IOP NTISYS UNDER printheeads,,0)any fees that pertain to Vaccination„Registration THIS AGREEMENT UP TO THE TIME THE CAUSE OF or Testing requirements„(k)iftesting is required prior to entry ACTION AROSE, for onsito service a$140 not rate fur would be billed separately and payment would be required before service is dtspatched. 13. EoEW a a gr Neither party shall be liable to she other hereunder for failure to perform if such failure is due to acts of 5. PLICIES, Prices for the maintenance.services are set forth on God,Strikes,labor disputes,.failure of suppliers,'wars,or the front side ofthis Agrftmefu,'Prices may include additional judicial action affecting the terms of performance of this charges for extensions of the stir KW4 coverage hours and for Agreement Customer sites that are located more titan fifty-(50)miles from an IdentiSys service point. 14. General provision.This Agreement represents the comPlclo t All ovattimo charges and agreement between the parties with respect to the subject matter 6. rrrval hereof and supercoales any contemporaneous or prior written or travel expenses of IdentiSys personnel not included to the oml understandings or agreements with respect hereto. °fhis contracted maintenance,sorviees will be charged to the Agreement may not be altered or modified except by a writing, Customer at the rates in IdentiSys'maintenance price list in signed by both;parties.This terms and conditions of this etfect at the time of occurrence. Any maintenance service Agreement shall prevail in the event,ofnrty conflicts with terms started during the contracted coverage hours and completed and conifi ions comained on a Customer putehaso order... The within ono balf'hour after such period shall not be treated as Agreement shall be governed by and construed in accordance overtime, Service completed after sucb one-half hour period with the laws of the State of Minnesota. and service otherwise provided at Customer's request outside of the contracted coverage period shall be treated as overtime,. 15. 3dutLr AddoAym, When the Covered Equipmcm A minimum ono hour charge shall apply to overtime services. includes imprinters and/or data recorders,the following terms and conditions are made part of this Service Agreement. T, nt. Customor shall pay a.]I invoices within thirty(3Ii) IdentiSys shall provide on call rcrucdial maintenance for days of the date of invoice.Any past due invoicc(s)to imprinters on a batch basis. Herein at toast four imprinters/data IdentiSys may,at the sole discretion of IdemiSys,cause your recorders mast be in need of rertaedial maintenance before a account to be put on hold. Ifyour account is on hokl„services service request is placard. The average response time to said under this Maintenance Agreement will not be,performed until request is within 24 hours,'it is recommended than the all past due amounts are clewed or arrangements made 10 the customer have.adequate spares on hand while waiting for the satisfaction of ldroliSys. Intcrest shall accrue on all overdue defective units to be repaired. amounts at the rate of twelve percent(120%)per year,or the maximum amount permitted under local law,whichever is less. 16. son. If the customer purchases new equipment,front Unless tax excropL Customer shall pay all municipal„state or ldenti ;ys the customer may choose to be ref4nd4 in cash.the federal taxes levied or based on charges payable under this remaining portion of tiro current premium or apply it towards Agment,excluding,income taxes payable by IdentiSys.. In the warranty on a new piece of equipment. the event that.Customer does not make timely payment of amounts due hereunder,IdentiSys may terminate this 17. etlati t „Titis contract may lac cancelled at any IdenAgreement upon ton(Ile days advance written notice ens] time with 30 days notice,Penalties will apply,tito amount of reasonable shall he entitled uw comrecover its onju expcnc i (including the penalty will be two-months premiums based on pricing for calectio a attorneys'flees)incurred in conjunction with any the current service agreement. collection action. IMA-1602 1924 ZDX 9803177 2509550 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract,Agreement or Permit Included 2. Additional Insured—Primary and Non-Contributory Included .._.. ......- ............. ..... 3. Blanket Waiver of Subrogation Included - �_. 4. Bodily Injury Redefined Included 5. Broad Form Property Damage—Borrowed Equipment Customers Goods & Use of Elevators Included ......._ ............._ _ 6 ,..... Knowledge of Occurrence Included 7. Liberalization Clause Included' 8. Medical Payments—Extended Reporting Period Included 9. Newly Acquired or Formed Organizations- Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits .., Bail Bonds $2,500 Loss of Earnings $1000 .......... ..........._ ........_ ._. ._ .._.. _._ —.... 12. Unintentional Failure to Disclose Hazards Included �....._�............ 13. Unintentional Failure to Notify Included', This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 00123B 0112 of 0275 1925 ZDX 9803177 2509550 (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury", added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the "bodily injury', "property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part. The following is added to SECTION IV — (3) To any lessor of equipment: COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4. Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION II — WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex- the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our (i) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that a. Primary Insurance premises; or (ii) The "bodily injury", "property This insurance is primary to other insurance damage", "personal injury" or that is available to the Additional Insured advertising injury arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, monitoring If this insurance is primary, our obligations are hiring, employment, training or of others by that insured, the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all that other insurance by the method described injury" or"property damage" or the offense in c. below. which caused the "personal and 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 1926 ZDX 9803177 2509550 b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional I The following is added to SECTION IV — Insured with permission of the owner; COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY 4. Bodily Injury Redefined AND PROPERTY DAMAGE LIABILITY. SECTION V — DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit" if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury". so, but we will be entitled to the insured's 5. Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I—COVERAGES, COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to "customers goods"while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 001239 0113 of 0275 1927 ZDX 9803177 2509550 a. worked on; or 10. Non-Owned Watercraft b. used in your manufacturing process. SECTION I — COVERAGES, COVERAGE A c. The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, property insurance (including deductible) subparagraph g.(2) is replaced by the following: available to the insured whether primary, g. Aircraft, Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV — (b) Not being used to carry persons or COMMERCIAL GENERAL LIABILITY property for a charge; CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: This provision applies any person who, either with your consent, either uses or is e. Notice of an 'occurrence", offense, claim or responsible for the use of a watercraft. "suit" will be considered knowledge of the insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I — SUPPLEMENTARY PAYMENTS "employee" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1.d. are replaced by the following: 7. Liberalization Clause 1.b.Up to $2,500 for cost of bail bonds required The following is added to SECTION IV — because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arising out of the use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Liberalization Clause 1.d.All reasonable expenses incurred by the If we adopt any revision that would broaden the insured at our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to$1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part. 12. Unintentional Failure to Disclose Hazards 8. Medical Payments — Extended Reporting The following is added to SECTION IV — Period COMMERCIAL GENERAL LIABILITY a. SECTION I—COVERAGES, COVERAGE C— CONDITIONS, Paragraph 6. Representations: MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of the inception date of the policy provided such (b) The expenses are incurred and reported failure is not intentional. to us within three years of the date of the accident; and 13. Unintentional Failure to Notify b. This coverage does not apply if COVERAGE The following is added to SECTION I — C — MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILL ITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: endorsement. 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an SECTION II — WHO IS AN INSURED, Paragraph "occurrence", offense, claim or"suit', solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or"property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 4 1928 d. The allegations in the "suit" and the infor- (2) Provides us with written authorization to: mation we know about the "occurrence" are (a) Obtain records and other information such that no conflict appears to exist be- related to the"suit"; and tween the interests of the insured and the (b) Conduct and control the defense of interests of the indemnitee; the indemnitee in such "suit". e. The indemnitee and the insured ask us to So long as the above conditions are met, attor- neys'and control the defense of that in- neys' fees. incurred by us in the defense of that demnitee against such "suit" and agree that we can assign the same counsel to defend indemnitee, necessary litigation expenses an- the insured and the indemnitee; and cuirrdd by us and necessary litigation expenses incurred by the indemnitee at our request will f. The indemnitee: be paid as Supplementary Payments. (1) Agrees in writing to: Our obligation to defend an insured's indem- (a) Cooperate with us in the investiga- nitee and to pay for attorneys' fees and neces- tion„ settlement or defense of the sary litigation expenses as Supplementary "suit"; Payments ends when: (b) Immediately send us copies of any a. We have used up the applicable limit of demands, notices, summonses or insurance in the payment of judgments or legal papers received in connection settlements; or with the"suit"; b. The conditions set forth above, or the terms (c) Notify any other insurer whose cov- of the agreement described in Paragraph f. erage is available to the Gndemnitee; above, are no longer met. and (d) Cooperate with us with respect to coordinating other applicable insur- ance available to the indemnitee; and Page 2 of 2 ©ISO Properties, Inc., 2006 CG 01 22 12 07 ❑ 1929 COMMERCIAL GENERAL LIABILITY CG 01 22 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IMINNESOTA CHANGES - CONTRACTUAL LIABILITY EXCLUSION AND SUPPLEMENTARY PAYMENTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraph 2.b. of Exclusions of Section I —Cora- d. All reasonable expenses incurred by the erage A — Bodily Injury And Property Damage insured at our request to assist us in the in- Liability is replaced by the following: vestigation or defense of the claim or "suit", 2. Exclusions including actual loss of earnings up to $250 a day because of time off from work. This insurance does not apply to: e. All court costs taxed against the insured in b. Contractual Liability the "suit". However, this coverage does not "Bodily injury" or "property damage" for include attorneys' fees or attorneys' ex- which the insured is obligated to pay dam- penses taxed against the insured. ages by reason of the assumption of liability f. Prejudgment interest awarded against the in a contract or agreement. This exclusion insured on that part of the judgment we does not apply to liability for damages: pay- (1) That the insured would have in the ab- g. All interest on the full amount of any judg- sence of the contract or agreement; or ment that accrues after entry of the judg- (2) Assumed in a contract or agreement ment and before we have paid, offered to that is an "insured contract", provided pay„ or deposited in court the part of the the "bodily injury" or "property damage" judgment that is within the applicable limit occurs subsequent to the execution of of insurance. the contract or agreement. These payments will not reduce the limits of in- B. Section I — Supplementary Payments — Cover- surance. ages A And B is replaced by the following: 2. If we defend an insured against a "suit" and an 1. We will pay, with respect to any claim we in- indemnitee of the insured is also named as a vestigate or settle, or any "suit" against an in- party to the "suit", we will defend that indem- sured we defend: nitee if all of the following conditions are met: a. All expenses we incur. a. The "suit" against the indemnitee seeks b. Up to $250 for cost of bail bonds required damages for which the insured has as- because of accidents or traffic law viola- sumed the liability of the indemnitee in a tions arising out of the use of any vehicle to contract or agreement that is an "insured which the Bodily Injury Liability Coverage contract"; applies. We do not have to furnish these b. This insurance applies to such liability as- bonds. sumed by the insured; c. The cost of bonds to release attachments, c. The obligation to defend, or the cost of the but only for bond amounts within the appli- defense of, that indemnitee, has also been cable limit of insurance. We do not have to assumed by the insured in the same "in- furnish these bonds. sured contract"; Page 1 of 2 CG 01 22 12 07 ©ISO Properties, Inc., 2006 1930 19 Mobile Equip- Only those "autos"that are land vehicles and that would qualify under the ment Subject definition of"mobile equipment" Lander this policy if they were not subject to a To Compulsory compulsory or financial responsibility, law or other motor vehicle insurance law Or Financial where they are licensed,or principally garaged Responsibility Or Other Motor Vehicle Insur- ance Law Only B. Owned Autos You Acquire After The Policy SECTION II - LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an "insured" legal➢y must next to a coverage in Item Two of the Decla pay as damages because of "bodily injury" or rations, then you have coverage for "autos" ""property damage" to which this insurance ap- that you acquire of the type described for the plies, caused by an "accident" and resulting remainder of the policy period. from the ownership, maintenance or use of a 2. But, if Symbol 7 is entered next to a cover- covered "auto". age in Item Two of the Declarations, an We will also pay all sums an "insured" legally "auto" you acquire will be a covered "auto" must pay as a "covered pollution cost or ex- for that coverage only if: pense" to which this Insurance applies, caused a. We already cover all "autos"that you own by an, "'accident" and resulting from the owner- for that coverage or it replaces an "auto" ship„ maintenance oir use of covered "autos". you previously owned that had that cov- However, we will only pay for the "covered pol- erage; and lution cost or expense" if there Is either "bodily b. You tell us within 30 days after you ac- injury" or property damage to which this in quire it that you want us to cover it for suranc'e applies that is caused by the same "accident". that coverage, C. Certain Trailers, Mobile Equipment And We have the right and duty to defend any rn cured" against a "suit" asking for such damages Temporary Substitute Autos or a "covered pollution cost or expense". How- If Liability Coverage is provided by this Cover- ever„ we have no duty to defend any "insured"" age Form, the following types of vehicles are against a "suit" seeking damages for "bodily, also covered "autos"for Liability Coverage: Injury" or "property damage" or a "covered 1. "Trailers" with a load capacity of 2,000 pollution cost or expense" to which this ins'ur- pounds or less designed primarily for travel ance does not apply, We may Investigate and on public roads, settle any claim or "suit" as we consider appro- prate. Our duty to defend or settle ends when 2. "Mobile equipment" while being carried or the LiabilityCoverage Limit of Insurance has towed by a covered "auto g been exhausted by payment of judgments, or 3. Any "auto" you do not own while used with settlements. the permission of its owner as a temporary substitute for a covered "auto" you own that 1 Who Is An Insured is out of service because of its: The following are "insureds": a. Breakdown; a. You for any covered "auto b. Repair; b. Anyone else while using with your per- mission a covered "auto" you own, hire c. Servicing; or borrow except: d. "Loss"; or (1) The owner or anyone else from whom e. Destruction. you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 Copyright, ISO Properties, Inc., 2005 CA 00 01 03 06 1931 10 0 1Q0 E C'OUI1 I Y C'O10ill10illISSIU�ERS PURC'IIASMG POLICY 10(ll,CMiA L ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Logix ITS, Inc. Contract QUO-49169-M2HR6 Effective Date: 09/02/2025 Expiration Date: 09/03/2026 Contract Purpose/Description: Annual subscription to cloud-based vehicle speed monitoring platform, utilizing previously-installed radar devices Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Tamara Lamarche 6000 Commissioner Rice Office (Name) (Ext.) (Department/Stop 4) CONTRACT COSTS Total Dollar Value of Contract: $ 1,500.00 Current Year Portion: $ 1,500.00 (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the touI cc inii iIuitivc uInloIint is 100 00.00 sir links) Budgeted? Yes ✓❑ No❑1 Grant: $ N/A County Match: $ N/A Fund/Cost Center/Spend Category: 1520450100084 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For:Vehicular Speed Monitoring (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES[:] NO ✓❑ CONTRACT REVIEW Reviewer Department Head Signature: Gaelan P Jones DignallysignedbyGaelanPJones County Attorney Signature: Date.2025.11.1215:4526-05'00' Risk Management Signature: Purchasing Signature: OMB Signature: F y Comments: Risk has waived liability insurance requirement due to low contract value and remote nature of services Revised BOCC 4/19/2023 1932 Traffic Logix Corporation 3 Harriett Lane Page 1 Spring Valley,NY 10977 USA Quote Number QUO-49169-M2F8116 Tel:(866)915-6449 Created Date 9/26/2025 TRAFFIC Fax:(844)405-6449 Expiration Date 10/10/2025 Prepared by Farah Khan QUOTATION Contact: Tamara Lamarche Monroe County Board of County Phone: 305.289.6000 Email: lama rche-tamara@monroecounty-fLgov Shipping Address: 500 Whitehead Street Florida 33040 United States Standard Features (Included) • Cloud Renewal Access-Term indicated in years- Renewable on or before expiration Special Notes 18050657,18050659,18050660 Cloud Subscription Start Date - End Date : September 2nd, 2025 to September 2nd, 2026 Quote Line Items — All Prices shown are in $USD Product Product Code Quantity Sales Price Total Price Cloud Access-Radar WD-RFS-LI-1Y- 3.00000 $500.00 $1,500.00 Signs-LVL1-1Y- R Renewal Totals Subtotal $1,500.00 Grand Total $1,500.00 Terms: 1% - 10 days—Net 30 We also accept: MC-VISA—AMEX—Credit card payments over$10K will include an additional 2% convenience fee. IF TAX EXEMPT: Please Provide Tax Exempt Certificate with Order Quote Acceptance Information Signature r k r i q*i iin _Digitally signed by Name Christine Hurley Title A H 1 irlpv ate: 2025.11.13 09 '00' 1933 T,�— u~x Corp oration�~ � '— - - -- — Page 12 � ~ »Hamett Lane � Spring Valley,mY1oo77USA Quote Number QU0~49169'M2F8R6 Tel:(866)915-6449 Created Date 9/26/205 TRAFFIC Fax:(u44)4»s-644» Expiration Date 1O/10/2O25 Prepared by Farah Khan Date Thank you for choosing Traffic LoQix. Please sign and return to: fkhan@trafMdo8ixzom Farah Khan Account Manager Please complete to set up new account: TERMS OF USE The terms and conditions stated herein (collectively the "Agreement") constitute a legal agreement between you and Logix ITS Inc., a Canadian corporation (the "Company" or"We" or "Logix"). To use the Website, Application, or Service (as defined below) you must agree to the terms and conditions that are set out below. You further acknowledge and agree that you have read and understand the Company's Privacy Policy (the "Privacy Policy"), displayed when you login to Logix on Cloud at ttps://o ixonc ou .com. The Privacy Policy, which applies to your use of the Website, Application and Service, is hereby incorporated into this Agreement. We may make modifications, deletions and/or additions to this Agreement ("Changes") at any time. Changes will be effective: (i) thirty (30) days after Logix provides notice of the Changes, whether such notice is provided through the Website, Application or the Services, is sent to the email address associated with your account (if applicable) or otherwise; or(ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Please note that the last update was performed on Friday, May 19, 2023. If the modified terms are not acceptable, please do not access or use the Website, Application or Services. 1. Defined Terms. "Application" means the mobile and web applications of the Company; "Background Technology" means: (i) all underlying technology, ideas, concepts, knowledge, techniques, approaches, methodologies, processes and know-how of Logix; and (ii) the libraries, modules, module assemblies, developments tools, platforms and other such elements of Logix which use is not specific to the Services provided to the User hereunder; "Customer Devices" means those devices owned by the Customer which sends data to the Website or Application; "Logix Content" means the Website, Application and Services provided by Logix and the Background Technology; "Service(s)" means Logix's content and data linking platform, related report production and related services; `Third Party Content" means information and materials contained on the Website, Application and Services provided to Logix by third parties; "User" means the Customer or Customer User, being a person who accesses the Website or Application or uses the Services pursuant to an agreement entered into between Logix and the Customer; "User Content" means any traffic or parking information and data made available under an Admin Account or User Account and the reports generated comprising said data; for greater certainty, Customer Content excludes the Logix Content; "Website" means Logixoncloud.com; and "Website Content" means Logix Content and Third Party Content. 4090617_3 1935 - 2 - 2. Overview Through the Website, Application and Services, Logix offers a platform to enable Users to access real-time data from the Customer Devices, configure the Customer Devices and obtain reports concerning the data transmitted from the Customer to the Website or Application. 3. Account Registration and Password. a. Account Registration: (i) Administrative Account: Each customer of Logix (the "Customer") is provided with one set of credentials to access the Website or Application under an administrative account ("Admin Account"). When logged in under the Admin Account, the Customer can create accounts for its employees ("User Accounts") as required by it. The access, tools and features available under the Admin Account shall include the access, tools and features as users with a User Account. All information provided in registering the Admin Account and the User Account must be true, accurate, current and complete information ("Admin Account Information"), and the Customer agrees to update the Admin Account Information in order to ensure that it is current. (ii) User Account: Each person accessing the Website or Application on behalf of the Customer ("Customer User") shall be provided with one set of credentials to access the Website or Application under a User Account provided to it by the Customer. When logging in to the Website or Application under its User Account for the first time, the Customer User must confirm all information entered under the User Account is true, accurate, current and complete ("User Account Information"), and the Customer and the Customer User agree to update the User Account Information in order to ensure that it is current. b. Use License to Customer: In order to access and use the features of the Website, Application and Service, you are required to have either an Admin Account or a User Account. Upon proper registration and opening of the Admin Account, and subject to all of the terms and conditions of this Agreement, Logix hereby grants to the Customer the personal, non-transferable right and license to use the Service, solely for its own internal business purposes, until such time as either the Customer or Logix elects to terminate such right in accordance with this Agreement. C. Use License to Customer User: The license granted to the Customer under Section 3(b) of this Agreement includes the ability for Customer Users to use the Website, Application and Service in accordance with this Agreement until such time as the Customer's license terminates or the Customer User's account is terminated in accordance with this Agreement. d. Passwords:You will require a password to log-in to the Website, Application or Services. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Logix 4090617_3 1936 - 3- of any suspected or actual unauthorized use of your Admin Account or User Account. You agree that Logix will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password. 4. Representations and Warranties by User By using the Website, Application or Service, you expressly represent and warrant that you are legally entitled to enter into this Agreement. If you reside in a jurisdiction which restricts the use of the Website, Application or Service because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Website, Application or Service. Without limiting the foregoing, the Website, Application and Service are not available to persons under the age of 18. By using the Website, Application or Service, you represent and warrant that you are at least 18 years old. By using the Website, Application or Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. When using the Website, Application or Service, you agree to comply with all applicable laws of the nation, the country, state, province and city in which you are present while using the Website, Application or Service. By using the Website, Application or Service, you agree that: • You will only use the Website, Application or Service for lawful purposes. You will not use the Website, Application or Service for any illegal or immoral purposes, including but not limited to pornography, drug use, gambling or prostitution, or any other purpose reasonably likely to reflect negatively on the Company. • You will not post any (i) information which is incomplete, false, inaccurate or not your own, (ii) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (iii) material that infringes on any other intellectual property, privacy or publicity right of another, (iv) advertisement, promotional materials or solicitation related to any product or service that is competitive with Logix products or services or (v) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; • You will not impersonate another person; • You will not engage in or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, provincial, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; • You are prohibited from violating or attempting to violate the security of the Website, Application or Service or the Company's system or network security, including, without limitation, the following: (i) accessing data not intended for Users, or gaining unauthorized access to an account, server or any other computer system; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (iii) impairing the proper operation of the Website, Application or Service; (iv) attempting to interfere with the function of the Website, Application or the Service, host or network, including, 4090617_3 1937 -4- without limitation, via means of submitting a virus to the Website or Application, overloading, "flooding", "mailbombing", "crashing", or sending unsolicited e-mail, including promotions and/or advertising of products or services; (v) attempt to gain or to permit others to gain unauthorized access to the Website, Application or Service or its related systems or networks; or (vi) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Website, Application or Service or Logix's system or network security may result in civil or criminal liability. • When using the Website, Application or Services, you agree not to post or transmit to or from the Website, Application or Services: (i) any unlawful, hateful, racially or ethnically offensive, threatening, libelous, defamatory, obscene, pornographic, or other User Content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any User Content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party; (iii) any falsehoods or misrepresentations that could damage us, our users or any third party; (iv) any private information concerning another person, such as their address, phone number, email address, and similar information without their permission; (v) anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals; (vi) anything which solicits a user's password or other account information; (vii) anything which harvests user names, addresses, or email addresses for any purpose; and (viii) any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems. The above list is an example only and is not intended to be complete or exclusive. 5. Restrictions and Copyright Policy No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors. You will not use, copy, adapt, modify, decompile, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, Application or Services, except as expressly permitted in this Agreement. 6. Intellectual Property Ownership a. Logix Content and Feedback: The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Application, Services, Logix Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website and Application (collectively "Feedback"). You are not required to provide any Feedback to the Company. To the extent you do provide any Feedback to the Company, you agree to assign and hereby do assign to the Company all right, title and interest in and to such Feedback, and you do hereby waive and renounce any moral rights you may have in the Feedback in favour of Company, and agree that the Company may freely utilize such Feedback without compensation to you. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website, Application or Services, or any intellectual property rights 4090617_3 1938 - 5- owned by the Company. The Company name, the Company logo, and the product names associated with the Website and Application are trademarks of the Company or third parties, and no right or license is granted to use them. b. Third Party Content: In addition to Logix Content, the Website, Application and the Service may contain Third Party Content. Third Party Content is the copyrighted work of its owner, who expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to this Agreement, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content. C. Trademarks:All trademarks, service marks and logos included on the Website, Application or Services ("Marks") are the property of Logix or third parties, and you may not use such Marks without the express, prior written consent of Logix or the applicable third party. d. Monitoring of Website Content and use of Service: Logix reserves the right, but does not undertake the obligation, to monitor use of the Website, Application or Services, and to investigate and take appropriate legal action against any party that uses the Website or Application in violation of this Agreement or applicable law. e. Copyright Infringement: As a condition of your right to use the Website, Application and Service, you agree to respect the intellectual property rights of others. You acknowledge that Logix may, at its sole discretion, terminate your access to the Website, Application and Service if you infringe the intellectual property rights of third parties. f. User Content and License:The Customer alone shall own all right, title and interest, including all related intellectual property rights, in and to the User Content. The Customer grants Logix an unlimited, irrevocable and transferable right to use the User Content in order to operate and provide the Website, Application and Services which right shall survive the termination of this Agreement. g. Access to User Content: Notwithstanding that the Customer owns the User Content, the Customer acknowledges that it and the User Accounts linked to said Customer shall only have access to the User Content until the earlier of: (i) the termination of the Customer's Admin Account; (ii) the termination of the master agreement between the Customer and Logix; and (iii) one (1) year from upload to the Website or Application. h. External Links:The Website and Application may contain links to other websites that are not owned or operated by the Company, and you agree that the Company provides links to such websites solely as a convenience and has no responsibility for the content or availability of such websites, and that Logix does not endorse such websites or any products or services associated therewith. Your use of such websites will be subject to the terms of use applicable to each such website. 7. Payment Terms 4090617_3 1939 - 6- Any fees that the Company may charge you for the use of the Website, Application or Services are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to the Website, Application or Services either planned, accidental or intentional, or any reason whatsoever. The Company, at its sole discretion, may make promotional offers with different features and different rates to any of its customers. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. 8. Indemnification By entering into this Agreement and using the Website, Application or Services, you agree that you shall defend, indemnify and hold the Company, its affiliates and licensors, and each of their shareholders, subsidiaries, affiliates, officers, directors, users, employees, attorneys and agents (collectively the "Company Group") harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, or (c) your use or misuse of the Website, Application or Service, except in each case solely to the extent any of the foregoing arises directly from the gross negligence or willful misconduct of the Com pany. 9. Disclaimer of Warranties THE COMPANY GROUP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE WEBSITE, APPLICATION OR SERVICES.THE COMPANY GROUP DOES NOT REPRESENT OR WARRANT THAT(A)THE USE OF THE WEBSITE,APPLICATION OR SERVICE WILL BE SECURE,TIMELY OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE WEBSITE, APPLICATION OR SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF THE WEBSITE, APPLICATION OR SERVICE, AS WELL AS ANY PRODUCTS, SERVICES, REPORTS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BYYOU THROUGH THE WEBSITE, APPLICATION OR SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE, APPLICATION OR SERVICE WILL BE CORRECTED, OR (F) THE WEBSITE, APPLICATION OR SERVICE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE, APPLICATION AND SERVICE ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY GROUP.THE COMPANY GROUP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE WEBSITE, APPLICATION OR SERVICE, AS 4090617_3 1940 - 7- WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE WEBSITE OR APPLICATION.THE COMPANY GROUP DOES NOT VERIFY THE OWNERSHIP OR INTELLECTUAL PROPERTY RIGHTS OF THE CONTENT, NOR HOW ANY USER MAKES USE OF THE CONTENT,AND SHALL HAVE NO LIABILITY RELATING THERETO. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WEBSITE, APPLICATION OR SERVICE, THE CONTENT AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU,AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 10. Internet Delays THE WEBSITE, APPLICATION OR SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS,AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.THE COMPANY GROUP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS. 11. Limitation of Liability IN NO EVENT SHALL THE COMPANY GROUP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF (OR INABILITY TO USE) THE WEBSITE, APPLICATION OR SERVICE OR WITH RESPECT TO THE CONTENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR THE AMOUNT OF FIFTY DOLLARS (50$), WHICHEVER IS GREATER. IN NO EVENT SHALL THE COMPANY GROUP BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY GROUP SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEBSITE OR APPLICATION OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE WEBSITE OR APPLICATION, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON OR WITHIN THE WEBSITE OR APPLICATION, IF APPLICABLE. THE FOREGOING EXCLUSIONS SHALL APPLY EVEN IF THE COMPANY GROUP HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE WEBSITE, APPLICATION OR SERVICE (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USERS OR CONTENT AND YOU EXPRESSLY WAIVE AND RELEASE THE 4090617_3 1941 - 8- COMPANY GROUP,TO THE MAXIMUM EXTENT ALLOWABLE UNDERAPPLICABLE LAW, FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, APPLICATION OR SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES AND TO THE CONTENT INTRODUCED TO YOU BY THE WEBSITE OR APPLICATION. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE OR PROVINCE, INCLUDING WITHOUT LIMITATION THE PROVINCE OF QUEBEC), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR". YOU UNDERSTAND THAT BY USING THE WEBSITE OR APPLICATION, YOU MAY BE EXPOSED TO CONTENT THAT IS POTENTIALLY OFFENSIVE OR OTHERWISE OBJECTIONABLE,AND THATYOU USE THE WEBSITE OR APPLICATION AT YOUR OWN RISK. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE COMPANY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 12. Notice The Company may give notice by means of email to your email address on record in the Company's account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice, and address any complaint or claim to the Company (such notice, complaint or claim shall be deemed given when received by the Company) at any time by means of email to info e c ixi corn. 13. Assignment This Agreement may not be assigned by you (whether in whole or in part) without the prior written approval of the Company. This Agreement may be assigned without your consent (in whole or in part) by the Company, including, without limiting the foregoing, to (i) a parent or subsidiary, (ii) an acquirer of assets or shares, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 14. Controlling Law and Jurisdiction a. General.This Agreement and any action related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. Subject to the rest of this Section, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or 4090617_3 1942 - 9- violation of Company's copyrights, trademarks, trade secrets, patents or other intellectual property rights, Company may, at its discretion, institute legal proceedings in any jurisdiction(s) which is (are) deemed necessary or advisable. b. Arbitration: You and the Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website, Application or Services (collectively, "Disputes")will be settled exclusively by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you are waiving the right to participate as a plaintiff in any purported class action or representative proceeding. Further, unless both you and the Company otherwise agree in writing, the arbitrators may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement. C. Arbitration Rules:The arbitration will be subject to article 940 and following of the Code of civil Procedure (Quebec). d. Arbitration Location: Unless you and the Company otherwise agree, the arbitration will be conducted in the Province of Quebec, City of Montreal. e. Decision: The arbitrators will render an award within the time frame specified in the Code of civil Procedure (Quebec). Such decision will include the essential findings and conclusions upon which the arbitrators based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any damages granted by the arbitrators must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. f. Fees. The arbitrators shall determine who is responsible to pay the fees associated with the arbitration. 15. Termination You agree that the Company, in its sole discretion and for any or no reason, may terminate any Admin Account or User Account (or any part thereof) or your use of the Website, Application or Services, and remove and discard all or any part of your account or any of the Customer Content, at any time. The Company may also in its sole discretion and at any time discontinue providing access to the Website, Application or Services, or any part thereof, with or without notice. You agree that any termination of your access to the Website, Application or Services or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you. These remedies are in addition to any other remedies Company may have at law or in equity. 4090617_3 1943 - 10- You may terminate this Agreement at any time by ceasing all use of the Website, Application or Services and requesting the Company to cancel your account (if any) via email sent to info logixits.com. 16. General No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Website, Application or Services. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Nothing in this Agreement allows any party who is not a party to this Agreement to have any rights under this Agreement nor be able to enforce this Agreement. You have requested and agreed that this Agreement be drafted in English. Vous avez demande et accepte que cette convention soit redigee en anglais. You hereby agree to the terms and conditions contained in this Agreement. 4090617_3 1944 LO d Addendum The Monroe County Board of County Commissioners, a political subdivision of the State of Florida whose principal address is 1100 Simonton Street,Key West,FL 33040(`County' or`You') and Logix ITS,Inc.,a Canadian Corporation,whose principal address is 992 Rue d'Upton,LaSalle, QC H8R 2T9, (herein after"Company") hereby enter into this Addendum to the Terms of Use pertaining to Company's Quote: QU0-49169-M2F8R6 and hereby agree as follows: 1. Order of Precedence: this Agreement between County and Company shall be comprised of the following documents: (1) Company's Quote No. QUO-49169-M2178R6 (2) Company's Terms of Use for Cloud Services dated May 19, 2023 (`Terms of Use'); and (3) this Addendum. To the extent of a conflict between the terms of this Addendum and any other document in the Agreement, the terms of this Addendum shall prevail. 2. Modifications: the following provisions of the Terms of Use are hereby agreeably modified as follows: i. Section 7—Payment Terms. The following is added: Payment under this Agreement will be made in accordance with the Local Government Prompt Payment Act 218.70 Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Pa anent Act. Company shall submit to the County invoices with supporting documentation in a form acceptable to the Monroe County Clerk of Court and Comptroller ('Clerk').-Acceptabilitj to the Clerk is based on zenerally accepted accounting principles and such laws rules and regulations as may govern the Clerk's disbursal of funds. The Coun 's performance and obligation to pay under this Agreement is contingent upon an annualappropriation by the Monroe County,Board of County Commissioners. ii. Section 8—Indemnification.Amended as follows: By entering into this Agreement and using the Website, Application, or Services, You agree, to the extent permitted by law_, that you shall defend, indemnify and hold the Company, its affiliates and licensors, and each of their shareholders, subsidiaries and affiliates, officers, directors, users, employees and agents (collectively, the `Company Group') harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorney's fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, or(c) your use or misuse of the Website, Application, or Service, except in each case solely to the extent any of the foregoing arises directly from the gross negligence of willful misconduct of the Company. Nothing provided Page 1 of 8 to d herein shall be construed to waive any rights, immunities or privile es afforded to You under principles of sovereign immunity, including but not limited to the limits of liability, rescribed by Section 768.28 Florida Statutes. iii. Section 14—Controllinp,Law and Jurisdiction. Subsections(a)—(f)are replaced in their entirety with the following: a. General: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, CounjK and Company agree that venue shall lie in the court or administrative body with a ro riate 'urisdiction that is nearest to Monroe County,Florida except as otherwise provided herein.This Agreement shall not be subject to arbitration. b. In the event of a dispute concerning enforcement of the terms of this A reement County and Customer agree to engage in non-binding Mediation proceedings prior to initiation of civil action except that each Party shall retain the right to seek iniunctive or other equitable relief in a court of com etent jurisdiction to prevent the actual or threatened infringement,misappropriation or violation of a ar 's copyrights,trademarks trade secrets Patents or other intellectual proper rights. c. The Parties agree that in the event any cause of action or administrative proceeding is initiated or defended by anV par!1relative to the enforcement or interpretation of this Agreement, the Prevailing parlyshall be entitled to reasonable attorne 's fees and court costs as an award against the non- prevailing party, and shall include attorne 's fees and courts costs in appellate proceedings. 3. Additions: the following sections are hereby agreeably included as additional provisions to the Terms of Use: i. Public Records: a. Company agrees to comply with all applicable Florida public records laws,including but not limited to Chapter 119, Florida Statutes. Company shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Company. Failure of Company to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the Page 2 of 8 ti d contract. Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. b. Pursuant to F.S. 119.0701 and the terms and conditions of this Agreement Company shall be required to required to: • Keep and maintain public records that would be required by the County to perform the service. • Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. • Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Company does not transfer the records to the County. • Upon completion of the contract,transfer, at no cost,to the County all public records in possession of Company or keep and maintain public records that would be required by the County to perform the service. If Company transfers all public records to the County upon completion of the contract, Company shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Company keeps and maintains public records upon completion of the contract, Company shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. c. A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records,the County shall immediately notify Company of the request, and Company must provide the records to the County or allow the records to be inspected or copied within a reasonable time. d. If Company does not comply with the County's request for records,the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by Company. Failure to provide the public records to the County pursuant to a valid public records request within a reasonable time may subject Company to civil penalties under section 119.10, Florida Statutes. e. Company shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. Page 3 of 8 00 d £ IF COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119 FLORIDA STATUTES TO COMPANY 'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT CONTACT THE CUSTODIAN OF PUBLIC RECORDS2 AT PHONE#305-292-3470 PUBLICRECORDS MONROECOUNTY-FL.GOV MONROE COUNTY ATTORNEY'S OFFICE III 1 12TH Street SUITE 408 KEY WEST, FL 33040. ii. Nondiscrimination: The Parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107)which prohibits discrimination on the basis of age;5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VI11 of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. iii. E-Verify: In accordance with F.S. 448.095, any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Company during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Page 4 of 8 d Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of F.S. 448.095 iv. Public Entity Crimes: Company certifies and agrees that Company nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal or reply on contracts to provide any goods or services to a public entity, may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals or replys on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, Company or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, Company represents that the execution, of this Agreement will not violate the Public Entity Crimes Act {Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. In addition to the foregoing, Company further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Company has been placed on the convicted vendor list. Company will promptly notify County if it or any subcontractor is formally charged with an act defined as a `public entity crime' or has been placed on the convicted vendor list. v. Scrutinized Companies: Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List,nor is engaged in a boycott of Israel; b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor Page 5 of 8 0 L0 the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. if County determines that Contractor has falsely certified facts under this paragraph,or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135,Florida Statutes,as amended. The County reserves all rights to waive certain requirements of this paragraph on a case- by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended, Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran,the Democratic People's Republic of Korea,the Republic of Cuba,the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Beginning January 1,2025,the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. Attestation Logix ITS, Inc is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Name: }�4 Title: Signature: Date: kl� Page 6 of 8 T_ UJ vi. Noncoercive Labor Certification. By entering into this Agreement, the undersigned, under penalty of perjury, attests that Company does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion mans: • Using or threating to use physical force against any person; • Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; • Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt,the length and nature of the labor or service are not respectively limited and defined; • Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; • Causing or threating to cause financial harm to any person; • Enticing or luring any person by fraud or deceit; or • Providing a controlled substance as outlined in Schedule I.or Schedule lI of Section 893.03 to any person for the purpose of exploitation of that person. • As a person authorized to sign on behalf of Company, I certify under penalties of perjury that Company does not use coercion for labor or services in accordance with Section 787.06. Additionally, Company has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. vii. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder,and the County and the Contractor agree that neither the County nor the Company or any agent,officer,or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. viii. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. ix. Ethics Clause: By signing this Agreement, Company warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 01 0- 1990. For breach or violation of this provision the Customer may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Page 7 of 8 04 Logix ITS, Inc. Monroe County BOCC kkl'S m Signature signaka. n r i Stj Digitally signed by Christine —Hurley Title Date: Title HL]r 1p 2025.11.13 V 10:14:37 -05'00' Date of Date APPRO'vT-D AS TO FORM AND LEGAL SUFFICIENCY MONROE COUNTY ATTO Y'S OFFICE G%d '000 Vaelan P.Jones,Assistan&bunty Attorney Date: 11/12/25 Page 8 of 8 T'„,aT,,Vr u l"IlP"IIS S R U C,II/\S U �N)I i111/1')had I'AI_, ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: airy gorii III�IIIIIC]ectir Contract# Muni & Ill....li ll�q IllInC ou.�i9iou u Ali°'" Effective Date: Ilou'u IC .00, Expiration Date: 12/1 /2 Contract Purpose/Description: PROVIDE MATERIALS,EQUIPMENT,AND LABOR TO: 1) REMOVE AND DISCARD EXISTING BASEBALL SCOREBOARD. 2) INSTALL NEW SCOREBOARD ON EXISTING POLES 3)CONNECT-1-0 EXISTING ELECTRIC Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: ' (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ 890 0:' Current Year Portion: $ 890.00 (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the k%q, Luv n¢iowve rtdtro,titdtN ins �r p fY,h I1G fPtY,rt d�^�so Budgeted?Yes ❑ No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Category: 20503 0008 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑ NO EXI CONTRACT REVIEW Digitally signed by John Pi" �eV e�veC Allen Department Head Signature: J Oh l l AI I e PI I-W. 7 851881 Digitally signed by Ana Walter County Attorney Signature: Ana a ter Date:2025.11.13 e gital y signby Jaclyn Fla, Risk Management Signature: Jadyn FlattDate:2025.11.14 13:00:04-05'00' Purchasing Signature: OMB Signature: Comments: Revised BOCC 4/19/2023 e e:sc,@ 07 M/202'11 91 11 a 1953 MARATHON ELECTRIC SIGN & LIGHT, INCe 10690 AVIATION BOULEVARD MARATHON, FLORIDA 33050 (305) 743-5805 FAX (305) 743-0922 SUBMITTED TO: MONROE CTY PARKS & BEACH PHONE: 305-289-25 9 DATE: 1 -17-25 ADDRESS: 298 OVERSEAS HIGHWAY FAX: PROPOSAL CITY,STATE, IP: MARATHON, FL 33050 JOB NAME: REPLACE SCOREBOARD ATTENTION: ERIKA NODAL JOB LOCATION: BIG PINE KEY COMMUNITY PAR WE HEREBY SUBMIT SPECIFICATIONS AND ESTIMATES FOR 1. PROVIDE MATERIALS, EQUIPMENT, AND LABOR TO. 1) REMOVE AND DISCARD EXISTING BASEBALL SCOREBOARD. 2) INSTALL NEW SCOREBOARD ON EXISTING POLES 3) CONNECT TO EXISTING ELECTRIC 2: NOTES. A) NEW SCOREBOARD TO BE PROVIDED BY OTHERS 3: SCE: $4,890d00 PERMIT ESTIMATE: INCLUDED TERMS AND CONDITIONS PAYMENT TERMS: NET 30 DAYS AFTER COMPLETION PRrr�..tsT�rrrc°u�r_ 1m� °��° °°�L�e�1 ~r�7A7rrT�r�M. � w PRICE INCLUDES ONLY THAT WORK WI-ITCH IS SPECIFICALLY LISTED,CHANGES OR ALTERATIONS WILL INCUR ADDIITONAL COSTS. ALL SIGNS PROVIDED BY OTHERS SHALL,BE COMPLETE AND W WORKING ORDER. ALL ARTWORK FOR SIGNS PROVIDED BY US SHALL BE APPROVED IN WRITING PRIOR TO CONSTRUCTION,CHANGES MADE AFTER INIT'8AL APPROVAL WILL. RESULT IN ADDITIONAL CHARGES, ALL CHARGES ARE DUE IN ACCORDANCE WITH THE TERMS US rED ABOVE,IN I HE EVENT I I BECOMES NECESSARY TO PLACE THE ACCOUNT WI7'FI AN AGENCY OR ATTORNEY FOR COLLECTION,I(WE)AGREE TO PAY ALL COSTS OF COLLECTION,INCLUDING ATTORNEY'S FEES AND HEREBY WAIVE OUR PRIVL.EDGE:OF BEING SUED IN THE COUNTY OF OUR RESIDENCE AND AGREE THAT SUIT MAY BE BROUG69T IN MONROE COUNTY,FLORIDA ACCEPTANCE OF PROPOSAL THE ABOVE PRICES, SPECIFICATIONS,TERMS,AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. YOU ARE AUTHORIZED TO DO THE WORK STATED. PAYMENT WILL BE MADE IN ACCORDANCE WITH TERMS STATED ABOVE. y Digitally signed by Christine Hurley Christine Hurle Date:2025.11.20 13:18:01-05'00' DATE OF ACCEPTANCE SIGNATURE PRINTED NAME AND TITLE WKS/Proposals-13,wdb (Revised 01-03.13) 1954 AFFIDAVIT ATTESTING T ONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: + VendorFEIN- 2-8 Ml Vendor's Authorized Representative: 16f e_-11% Address.- (Name and T 6Ftle) City- State: Zip: 3 Phone Number: Email Address: L�ILL 0�16Af As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787-06(2)(a), coercion means- 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 1 Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same, Certified By.- who is authorized to sign on behalf of the above referenced�company. Authorized Sig tore: .......... Print Name: 2 Title: n=-f F,- 1955 ADDENDUM (State and Local Clauses Only) The following clauses are added into the attached Agreement as if fully set forth therein- 1. Florida Public Records law (F.S. 119.0701). RECORDS- ACCESS AND AUDITS: Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public agency's custodian of records, in a format that is compatible with the information technology systems of Monroe County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, (305) 292-3470, c/o Monroe County Attorney's Office, 1111 12t" St., Suite 408, Key West FL 33040. 1956 2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all contracts for purchases of services or goods > 1 year): Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. 3. Insurance Requirements (Monroe County Risk Manual): The vendor is required to provide the following insurance coverage: None 4. Public Entity Crime Statement (required for all procurement documents and contracts by F.S. 287.133 and Monroe County Purchasing Policy): A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. As used herein, the term "convicted vendor list" means a list maintained by the Florida Department of Management Services, as defined in F.S. 287.133. By entering in this Agreement, the vendor acknowledges that it has read the above and states that neither the vendor nor any Affiliate has been placed on the convicted vendor list within the last 36 months. 5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10- 1990): By entering in this Agreement, the vendor warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 6. E-verify requirement (required by F.S. 448.095): Beginning January 1, 2021, every public employer, contractor, and subcontractor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. By entering into this Agreement, the vendor certifies that it registers with and uses 1957 the E-Verify system. If the contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The contractor shall maintain a copy of such affidavit for the duration of the contract. 7. Scrutinized companies (F.S. 287.135): a. (Applies to contracts > $1 million): This contract is terminable at the option of the awarding body if the vendor is found to have submitted a false certification as defined below, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List as those terms are defined in F.S. 287.135, or been engaged in business operations in Cuba or Syria. i. False certification: At the time a company submits a bid or proposal for a contract or before the company enters into or renews a contract with an agency or local governmental entity for goods or services of $1 million or more, the company must certify that the company is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations in Cuba or Syria. At the time a company submits a bid or proposal for a contract or before the company enters into or renews a contract with an agency or local governmental entity for goods or services of any amount, the company must certify that the company is not participating in a boycott of Israel. By entering into this agreement, the vendor certifies that the company complies with these requirements. b. (Applies to all contracts): This contract is terminable at the option of the awarding body if the company is found to have been placed on the Scrutinized Companies that Boycott Israel List as that term is defined in F.S. 287.135 or is engaged in a boycott of Israel. 8. Payment: Invoices will be paid in accordance with the Florida Local Government Prompt Payment Act, F.S. 218.70 et seq. Invoices must be submitted to the Clerk with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. 9. Human Trafficking (F.S. 787.06): Whenever a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury, attesting to that the nongovernmental entity does not use coercion for labor or services. A copy of the affidavit is attached. 1958 10. Foreign Entities Affidavit (F.S. 287.138): a. Beginning 1/1/2024, a governmental entity may not accept a bid or proposal from, or enter into a contract with, an entity which would grant the entity access to individual personal identifying information ("PII") unless the entity provides an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not meet any of the criteria in F.S. 287.138(2)(a)-(c): • Entity owned by a country of concern (China, Russia, Iran, North Korea, Venezuela, Syria) • Controlling interest by government of foreign country of concern; • Entity organized under the laws of or has principal place of business in foreign country of concern. b. Beginning 7/1/2025, a governmental entity cannot renew a contract with an entity which would grant the access to PH unless the entity provides the affidavit. c. Beginning 7/1/2025, a governmental entity cannot extend or renew a contract with an entity meeting the above criteria if the contract would give access to PH to that entity. The affidavit is attached. 1959 IN WITNESS WHEREOF, the parties have duly executed this addendum on this day of 20_:�5 .................................... ContrpGt 7:By: Name: Title: [AFFIDAVIT PAGES FOLLOW] 1960 FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 of the city of X4Aq-1+-yW,-c^ according to law on my oath, and under penalty of perjury, depose and say that: a. I am VZCS I ble,'r7 of the firm of .("�Entity"), the bidder maki the Proposal for the projec describe in the Request for Proposals for and that I executed the said proposal with full authority to do so-, b. In accordance with section 287,138, Florida Statutes, the Entity is not owned by the government of a Foreign Country of Concern, as that term is defined in F,S. 287.138, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. c. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. (Signature) Date: STATE-6—F 7-7-e-c,1z COUNTY OF: A/ Q 4Q- Subscribed and sworn to or affirmed) before m-, by means of Lphysical presence or 0 o99ne notarization, on (date) by (name of affiant'). He/She is personally known to me or has produced .................................a.„....,,, (type of identification) as identification. NOTARY PUB =n 11C SlWe o�F1 X-P My CAirn"S4iM HISWI It R Xp es: David �M Moma�y a M M C." JJJJ= Y CoMmission ; 7 HH 265120 E Xp /I 5 XP 1961 Monroe County Purchasing Policy and Procedures ATTACHMENT D-5 COUNTY ADMINISTRATOR CONTRACT.SUMMARY FORM FOR CONTRACTS $100,000,00 and Under Contract with- SEA TECH OF THE..FL Effective Date: see;terms,below' Expiration Date: September 30,2026 Contract Purpose/Description: Ooor,Operator Rdplacement at Monroe County M€ftal Examiner 56639 Overseas Highway, Marathon Contractor shall commonto pdrformanoe.wlthin ton(10)calendar days of di4te of issuamo of a Notit6 to Preoeed,,Purchase Order,;or Task Order. CnCe d(smntaneed,Unimd rshall dl1fOpntly.nt1n-psrFrrrnbnsa unfilennts tion otprojmt.C°nowt°rs(tallam mpfll cvlpintinn.°f th�lOroleawithin3hiny{&O days unles's an extension dftinn is granted"by th#Cnunty. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: John T:Null 306fi Facilities Maintenance CONTRACT COSTS Total Dollar Value of Contract: $ 1 2140 Current Year Portion: $ (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the ;�fltpic,uI 40il dNl tln➢4fiu Y ".il{1O'000,00 o i' ), Budgeted? Yelp-] No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Cate o : 2000100062 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES NO ❑ see pages 30-32 of RFS for Certificate of Insurance approved by Risk Management CONTRACT REVIEW Reviewer Date In Department Head Signature: William Desantis Jose h X. DiNovo Digitally signed by J°se ph X.DiN-. County Attorney Signature: P Date:2025.10.3008:41:51-0400 7� Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: Date:2025.10.3011:43:15-04.00• Purchasing Signature: Julie E. Cuneo Digitally signedbyJ 105 C°ne° Dale:zozs 11 101 a 10ss-os 00 Angelica Malcosky Digitally signed by Angelica Mal-sky OMB Signature: Date:2025 11.10 102258-05.00• Comments: Contract is Original Agreement Revised BOCC 4/19/2023 Page 84 of 105 1962 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR SERVICES FOR Door Operator Replacement at Monroe County Medical Examiner 56639 Overseas Highway, Marathon BOARD OF COUNTY COMMISSIONERS a I a Mayor James K. Scholl, District 3 Mayor Pro Tern Michelle Lincoln, District 2 Holly Merrill Raschein, District 5 Craig Cates, District 1 David Rice, District 4 COUNTY ADMINISTRATOR Christine Hurley Clerk of the Circuit Court Facilities Maintenance Director Kevin Madok William DeSantis September, 2025 PREPARED BY: Monroe County Facilities Maintenance Department Page 1 of 31 1963 General Scope of Work Job Name: Door Operator Replacement at Monroe County Medical Examiner Job Locations: Monroe County Medical Examiner 56639 Overseas Highway, Marathon Contact: John T. Null or Jessica Morris John T. Null 305-587-8036 Jessica Morris mnorris,,,,°essic�m�"a�>mno�mroecout ,,,,11w uv 305-289-6036 ........... ............ ............. .................... ...... ............ ......................... ............ ......................... ............ ......................... .................... PROJECT OVERVIEW PROJECT INTENT AND SCOPE GENERAL REQUIREMENTS 1. Project Overview A) Monroe County ("Owner" or "County") shall enter into a contract with a qualified Contractor to replace the double swing automatic door operator for the Intake Room at the Monroe County Medical Examiner; 56639 Overseas Highway; Marathon, Florida 33050. The term of this contract shall commence upon approval and execution of the contract by Monroe County and will terminate upon final completion of the Project as noted herein. The Contractor shall commence performance under the contract, which may include applying for a permit if one is required for the Project, within Ten (10) calendar days of the date of issuance to the undersigned by Owner of a Notice to Proceed, Purchase Order, or Task Order. Once commenced, the undersigned shall diligently continue performance until completion of the Project. The undersigned shall accomplish Final Completion of the Project within Thirty (30) days, thereafter, unless an extension of time is granted by the County. The Contractor shall be required to secure and pay for all required permits and approvals to perform the work from governmental entities, which may include City of Marathon Building Department, Monroe County Building Department, and any other permitting or regulatory agencies, if applicable. The Contractor shall include those permit fees as a part of the Contractor's bid. Page 2 of 31 1964 B) All quotes are due by Friday October 24, 2025, at 12:00 P.M., via email to Morris- Jessica@monroecounty-fl.gov. All Quotes must state they will be good for one hundred twenty (120) calendar days from submittal due date. 2. Project Intent and Scope Scope of Work: The Contractor shall provide the following Scope of Work and provide all labor and materials to replace the double swing automatic door operators for the Intake Room at the Monroe County Medical Examiner: • Remove and dispose of existing door operators, hardware and equipment. • Supply and install a new complete double swing automatic door operator system,including the head unit, control electronics, wiring harnesses and door arms for double swing automatic doors to Medical Examiner Intake Room. • Install push button activation devices. • Install all required safety sensors and monitoring systems. • Supply and install any necessary connecting hardware, door stops, or new hardware needed to accommodate the operator. • Pick up and removal of all debris for proper disposal off-property 3. General Requirements A) The Contractor shall coordinate all activities with the Monroe County Facilities Maintenance Department contact: JT Null at 305-587-8036 or Jessica Morris at 305-504-4327 B) The Contractor is required to provide protection for all existing surfaces including, but not limited to: i. Existing fixtures ii. Personal Items iii. Floors iv. Vehicles and Personal Property v. Landscaping Page 3 of 31 1965 C) The Contractor shall ensure that all non-exempt employees for this effort are compensated in accordance with all State and Local Laws. D) The Contractor shall load, haul, and properly dispose of all construction debris and materials. E) The Contractor shall provide and maintain appropriate (OSHA required) construction warning signs and barriers. F) The Contractor shall furnish all required work site safety equipment. G) The Contractor shall furnish and maintain on-site material safety data sheets (MSDS) for all materials used in the construction. H) Construction work times shall be limited to those specified by the County 1) All materials must be approved by submittal prior to commencement of work. J) The Contractor shall provide a lump sum price by Friday October 24, 2025, at 12:00 P.M.,via email as noted herein. I) The Contractor needs to be aware of weather and location and plan accordingly. L) The Contractor needs to be aware of the facility, its residents, and staff with unusual schedules and plan accordingly. M) The Contractor shall provide a schedule for all phases of the project. N) If applicable, the Contractor shall provide paper or electronic copies of all original device specifications, warranties, maintenance schedules, shop drawings, permits, repair and maintenance contacts, and any other information necessary for the proper function and maintenance of the equipment. O) The Contractor shall coordinate all activities with concurrent site work being performed, if any. P) Insurance Requirements: Workers' Compensation Statutory Limits Employers' Liability $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee General Liability $200,000 per Person $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit Page 4 of 31 1966 Vehicle: $200,000 per Person (Owned, non-owned, $300,000 per Occurrence and hired vehicles) $200,000 Property Damage or $300,000 Combined Single Limit Builders Risk Not Required Construction Bond Not Required The Monroe County Board of County Commissioners, its employees and officials, 1100 Simonton Street, Key West, Florida 33040, shall be named as Certificate Holder and Additional Insured on General Liability and Vehicle policies. A"Sample" Certificate of Insurance is attached, which may not be reflective of the insurance amounts required for this project but is provided for"informational purposes" only. Q) The Contractor is required to have all current licenses necessary to perform the work and shall submit the Contractor's License and Monroe County Business Tax Receipt along with its Proposal. If the Contractor is not a current registered Monroe County Vendor, then it shall also submit a properly completed and executed W-9 Form. R) INDEMNIFICATION, HOLD HARMLESS, AND DEFENSE. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against(i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury(including death),loss, damage,fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (a) any activity of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (b) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees, agents, sub-contractors or other invitees, or (c)the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). The monetary limitation of liability under this contract shall be equal to the dollar value of the contract and not less than $1 million per occurrence pursuant to Section 725.06,Florida Statutes. The limits of liability shall be as set forth in the insurance requirements included in Subparagraph 3(P), herein. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. Page 5 of 31 1967 In the event that the completion of the project(to include the work of others)is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the County's sovereign immunity. S) NON-COLLUSION. By signing this proposal, the undersigned swears, according to law on his/her oath, and under penalty of perjury, that their firm executes this proposal with prices arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to proposal opening, directly or indirectly, to any other proposer or to any competitor. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit, or not to submit a proposal for the purpose of restricting competition. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained in this paragraph in awarding contracts for this project. T) EMPLOYMENT OR RETENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES. By signing this proposal, the undersigned warrants that he/she/it has not employed, retained, or otherwise had act on his/hers/its behalf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances or any County officer or employee in violation of Section 2-150,Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. U) CODE OF ETHICS. The County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Page 6 of 31 1968 V) DRUG-FREE WORKPLACE. By signing this proposal, the undersigned certifies that the Contractor complies fully with, and in accordance with Florida Statute, Section 287.087, the requirements as follows: 1) It will publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specify the actions that will be taken against employees for violations of such prohibition. 2) It will inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling,rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) It will give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in Subsection 1. 4) In the statement specified in Subsection 1, it will notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5) It will impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, for any employee who is so convicted. 6) It will make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. W)ADDITIONAL CONTRACT PROVISIONS 1) Nondiscrimination/Egual Employment Opportunity. The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color,religion, sex, or national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Page 7 of 31 1969 Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,Article II,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation,gender identity or expression,familial status or age; and 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 2) Termination Provisions. a) In the event that the Contractor shall be found to be negligent in any aspect of service, the County shall have the right to terminate this agreement after five (5) days' written notification to the Contractor. b) Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days' written notice of its intention to do so. c) Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this agreement for cause with Contractor should the Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the County shall provide Contractor with five (5) calendar days' notice and provide the Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the County terminates this agreement with the Contractor, County shall pay Contractor the sum due the Contractor under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract; however, the County reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to Contractor shall not in any event exceed the spending cap in this Agreement. In addition,the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. d) Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon seven (7) days' notice to Contractor. If the County terminates this agreement with the Contractor, County shall pay Contractor the sum due the Contractor under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not Page 8 of 31 1970 exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recoup monies paid under this Agreement,including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance,located in Article IX, Section 2-721 et al. of the Monroe County Code. e) Scrutinized Companies: For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Subsection 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Subsection 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Subsection 287.135(4), Florida Statutes, are met. 3) Maintenance of Records. The Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven (7)years from the termination of this agreement or in accordance with the State of Florida retention schedules ( psaldos.i_1. ovli�bn�n� �nch�veslneconds 1 qg /g�LLer��l::.:reco-records ulesA whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and the applicable retention period following the termination of this Agreement. 4) Right to Audit. Availability ofRecords. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by Owner or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk")to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document(all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner or the County Clerk. Owner or County Clerk may also conduct verifications such as, but not Page 9 of 31 1971 limited to, counting employees at the job site,witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten(10)years after Final Completion. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from the date the monies were paid to Contractor. The right to audit provisions survive the termination or expiration of this Agreement. 5) Payment of Fees /Invoices. County shall pay pursuant to the Florida Local Government Prompt Payment Act (Section 218.70, Florida Statutes) upon receipt of a Proper Invoice from the Contractor. Payments due and unpaid under the Contract shall bear interest pursuant to the Florida Local Government Prompt Payment Act. The Contractor is to submit to the County invoices with supporting documentation that are acceptable to the County Clerk. Acceptability to the County Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. Invoices shall be submitted to Monroe County Facilities Maintenance Department, Attention: Jessica Morris,via email at Morrisdlessi �(f).��� �� � 1t�t� 11 , , , , u„u �,�,u, ,�„ , The County is exempt from sales and use taxes. A copy of the tax exemption certificate will be provided upon request. Final payment shall be made by the County, as the Owner, to the Contractor when the Contract has been fully performed by the Contractor and the work has been accepted by the County. 6) Public Records Compliance. The Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor.Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding Page 10 of 31 1972 and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this contract, the Contractor is required to: a) Keep and maintain public records that would be required by the County to perform the service. b) Upon request from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. d) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. e) A request to inspect or copy public records relating to a County contract must be made directly to the County,but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records,the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subj ect to penalties under Section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. Page 11 of 31 1973 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION 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: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST, FL 33040, IIL,fall„ „ , ,;, � d s' ) moo n r..o o ijii�t (305) 292-3470. 7) E-Verify System. Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. Pursuant to Section 448.095: a) A public agency, Bidder, or subcontractor who has a good faith belief that a person or an entity with which it is contracting has knowingly violated Subsection 448.09(1), Florida Statutes shall terminate the contract with the person or entity. b) A public agency that has a good faith belief that a subcontractor knowingly violated this subsection, but the Bidder otherwise complied with this subsection, shall promptly notify the Bidder and order the Bidder to immediately terminate the contract with the subcontractor. c) A contract terminated under this paragraph is not a breach of contract and may not be considered as such. If a public agency terminates a contract with a Bidder under this paragraph, the Bidder may not be awarded a public contract for at least one (1) year after the date on which the contract was terminated. A Bidder is liable for any additional costs incurred by a public agency as a result of the termination of a contract." 8) Notice Requirement. Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested, postage prepared, or by courier with proof of delivery. Notice is deemed received by the Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing Page 12 of 31 1974 in the manner provided in this paragraph. Notice shall be sent to the following persons: For Contractor: Sea Tech of the Florida Keys, Inc PO Box 420529, Summerland Key, FL 33042 For Owner: Facilities Maintenance Department Attention: John T. Null 10600 Aviation Blvd. Marathon, Florida 33050 And Monroe County Attorney's Office 1111 12m Street Suite 408 Key West, Florida 33040 9) Uncontrollable Circumstance. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project; (each, a "Uncontrollable Circumstance"). The Contractor's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within seven (7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, or as soon as possible after such Uncontrollable Circumstance has occurred if reasonably anticipated, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost Change Order or Amendment for such reasonable time as the Owners Representative may determine. Page 13 of 31 1975 10)Adjudication of Disputes or Disagreements. The County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of Subsection 3(W)(1) [Nondiscrimination], Subsection 3(W)(2) [Termination], Subsection 3(W)(6) [Public Records Compliance] or Subsection 3(W)(7) [E-Verify], concerning termination or cancellation. Page 14 of 31 1976 PROPOSAL FORM PROPOSAL TO: Monroe County Facilities Maintenance 10600 Aviation Blvd. Marathon, FL 33050 PROPOSAL FROM: Sea Tech of the Florida Keys, Inc 131 Palomino Horse Trail Big Pine Key, FL 33043 The undersigned, having carefully examined the Work and reference Drawings, Specifications, Proposal, and Addenda thereto and other Contract Documents for the construction of: Double Swing Door Operator Replacement at Monroe County Medical Examiner 56639 Overseas Highway, Marathon and having carefully examined the site where the Work is to be performed, having become familiar with all local conditions including labor affecting the cost thereof, and having familiarized himself with material availability, Federal, State, and Local laws, ordinances, rules and regulations affecting performance of the Work, does hereby propose to furnish all labor, mechanics, superintendents, tools, material, equipment, transportation services, and all incidentals necessary to perform and complete said Work and work incidental hereto, in a workman-like manner, in conformance with said Drawings, Specifications, and other Contract Documents including Addenda issued thereto. The undersigned further certifies that he/she has personally inspected the actual location of where the Work is to be performed, together with the local sources of supply and that he/she understands the conditions under which the Work is to be performed. The Proposer shall assume the risk of any and all costs and delays arising from the existence of any subsurface or other latent physical condition which could be reasonably anticipated by reference to documentary information provided and made available, and from inspection and examination of the site. The Contractor shall commence performance under the contract, which may include applying for a permit if one is required for the Project, within Ten (10) calendar days of the date of issuance to the undersigned by Owner of a Notice to Proceed, Purchase Order, or Task Order. Once commenced,the undersigned shall diligently continue performance until completion of the Project. The undersigned shall accomplish Final Completion of the Project within Thirty (30) days, thereafter, unless an extension of time is granted by the County. The Base Proposal shall be furnished below in words and numbers. If there is an inconsistency between the two, the Proposal in words shall control. Page 15 of 31 1977 Twelve Thousand, Eight Hundred Fourteen and 80/100--------------Dollars. (Total Base Proposal-words) $ 1281480 Dollars. (Total Base Proposal—numbers) I acknowledge Alternates as follows: N/A I acknowledge receipt of Addenda No.(s) or None No. Dated None No. Dated Page 16 of 31 1978 ..........—--__ .......... "1 11"I'll,.... ............. In addition, the Proposer states that he/she has provided or will provide the County, along with this Proposal, a certified copy of Contractor's License,Monroe County Business Tax Receipt, and Certificate of Insurance showing the minimum insurance requirements for this project. Execution by the Contractor must be by a person with authority to bind the entity. By signing this agreement below, the Contractor has read and accepts the terms and conditions set forth by the Monroe County General Requirements for Construction found at the link on the Monroe County web page: http.-/ifl-monroccounty.civicplu5.coBids,.aspx?CatlD=I 8; AND accepts all of the terms and conditions and all Federal required contract provisions herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duty authorized representatives, as follows: Contractor: Sea Tech of the Florida Keys, ft Mailing Address: 131 Palomino Horse Trail Big Pine Key, FL 33043 Phone Number- 305-872-0888 E.LN 65-0126213 Email: robins@seatech.cc Date: 10/27/25 Signed: 7 Robin Szmansky, Secretary Name Title Contractor's Witness signature: 'th Witness name: Hannah LaChapelle Date: 110/2712025 The County accepts the above proposal: MONROE COUNTY, FLORIDA .............. Date: ---- By- County Administrator or Designee MUNROL COUNTY ATT01%NEY'S CWFtot APPROVED AS TO FORM Page 17 of 31 *4"s Nr WrY A ORNEY DATE.- 9-26-2025 1979 NON-COLLUSION AFFIDAVIT I, Robin Szmansky of the City of Big Pine Key according to law on my oath, and under penalty of perjury, depose and say that: 1. 1 am Secretary of the firm of Sea Tech of the Florida Keys, Inc. the proposer making the Proposal for the project described in the notice for calling for proposals for: Monroe County Medical Examiner Door Opertator Replacement and that I executed the said proposal with full authority to do so; 2. The prices in this proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other proposer or with any competitor; and 3. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to proposal opening, directly or indirectly, to any other proposer or to any competitor; and 4. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit, or not to submit, a proposal for the purpose of restricting competition; and 5. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 10/27/2025 (Signature of Proposer) (Date) STATE OF: Texas COUNTY OF: Tarrant Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or gonline notarization, on 10/27/2025 (date) by Robin Szmansky (name of affiant). He/She is personally known to me or has produced Drivers License (type of identification) as identification. sA_R Jerry W Johnson Notary Public,State of Texas NOTARY PUBLIC �',,.'IYIIIIP Jerry W Johnson My commission expires: /" EAL) A -.v ID NUMBER 607-3 Electronically signed and notarized online using the Proof platform. %9,�oF��+P COMMISSION E%PIRES July 28,2026 Page 18 of 31 1980 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Sea Tech of the Florida Keys, Inc (Company) ... warrants that he/she/it has not employed, retained or otherwise had act on his/her/ its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee". kobipt (Signature) Date: 10/27/2025 STATE OF: Texas COUNTY OF: Tarrant Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or Vonline notarization, on 10/27/2025 20 (date) by Robin Szmansky (name of affiant). He/She is personally known to me or has produced Drivers License as identification. (Type of identification) ' Jerry W Johnson Notary Public, State of Texas NOTARY PUBLIC My commission expires: 07/28/2026 EAL) o paY? e"Gi�� Jerry W Johnson i Z s ID NUMBER y y r �P 668607-3 COMMISSIO EXPIRES JWy28,2026 Electronically signed and notarized online using the Proof platform. Page 19 of 31 1981 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute, Sec. 287.087 hereby certifies that: Sea Tech of the Florida Keys, Inc (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace,the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under proposal a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, for any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement,I certify that this firm complies fully with the above requirements. ko,61'pi Szhtawch Proposer's Signature 10/27/2025 Date STATE OF: Texas COUNTY OF: Tarrant Subscribed and sworn to (or affirmed)before me, by means of❑ physical presence or Cvonline notarization, on 10/27/2025 (date)by Robin Szmansky (name of affiant). He/She is personally known to me or has produced Drivers License (ty e of id ntifi cat i�onry i�l�ntification. er o nson Notary Public, State of Texas NOTARY PUBLIC fIyIllupp �EAL) Jerry W Johnson / My Commission Expires: 07/28/2026 ,_... e�. ID NUMBER P 56B607.3 Electronically signed and notarized online using the Proof platform. /9TFp FS�+���� COMMISSION EXPIRES V�� July 28,2026 Page 20 of 31 1982 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list." I have read the above and state that neither Sea Tech of the Florida Keys, Inc (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months. (Signature) Date: 10/27/2025 STATE OF: Texas COUNTY OF: Tarrant Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or EYonline notarization, on the 27th day of October 20 25 , by Robin Szmansky (name of affiant). He/She is personally known to me or has produced Drivers License (type of identification) as identification. My Commission Expires: 07/28/2026 W \\`\ QYI16P1NU���/i Jerry Jerry W Johnson ,.o?. - W Johnson 1 2` Notary Public, State of Texas =* € *= ID NUMBER NOTARY PUBLIC 5686073 COMMISSION EXPIRES EA"' fill July 28,2026 Electronically signed and notarized online using the Proof platform. Page 21 of 31 1983 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Replace door operator Respondent Vendor Name: Sea Tech of the Florida Keys, Inc Vendor FEIN: 65-0126213 Vendor's Authorized Representative Name and Title: Robin Szmansky, Secretary Address: 131 Palomino Horse Trail City: Big Pine Key State: Florida Zip: 33043 Phone Number 305-872-0888 Email Address: robins@seatech.cc Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List which were created pursuant to Section 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or engaged in business operations in Cuba or Syria.. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the COUNTY may be terminated, at the option of the COUNTY, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Terrorism Sectors List or been engaged in business operations in Cuba or Syria. Vendor has reviewed Section 187.135, Florida Statutes, and in accordance with such provision of Florida law, is eligible to bid on, submit a proposal for, or enter into or renew a contract with Monroe County for goods or services. Certified By: Robin Szmansky who is authorized to sign on behalf of the above referenced company. Authorized Signature: a Print Name. Robin SzmanT Title: Secretary Note: The List are available at the following Department of Management Services Site: htt a:��www.di.rns...rrn tll�a.rlida.c�a..rrn�lia�usliii�ess �a aeiratlions/state a�uircll�asliiii Zveiiidoii- liiiifoii-ii rnatlioll]/COIIIV�icted suf ............................................................................................y................................................................................................................................................................................................................................................t.........................................................2........................................................................................................................................................................................................................�..... Page 22 of 31 1984 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Sea Tech of the Florida Keys, Inc Vendor FEIN: 65-0126213 Vendor's Authorized Representative: Robin Szmansky, Secretary (Name and Title) Address: 131 Palomino Horse Trail City: Big Pine Key State: Florida Zip: 33043 Phone Number: 305-872-0888 Email Address: robins@seatech.cc As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt,the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor,I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: Robin Szmansky who is authorized to sign on behalf of the above referenced company. Authorized Signature: a Print Name: Robin Szmansky Title: Secretary Page 23 of 31 1985 FOREIGN ENTITIES AFFIDAVIT F.S.287.138 1, Robin Szmansky of the city of Big Pine Key according to law on my oath, and under penalty of perjury,depose and say that: a. I am Secretary of the firm of Sea Tech of the Florida Keys- Inc ("Entity"), the bidder making the Proposal for the project described in the Request for Proposals for MCME Door Operator Replacement and that I executed the said proposal with full authority to do so-, b. The Entity is not owned by the government of a foreign country of concern as defined in Section 287.138,Florida Statutes. (Source: § 287.138(2)(a),Florida Statutes)-, C. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: § 287.138(2)(b),Florida Statutes); d. Entity is not owned or controlled by the government of a foreign country of concern, as defined in Section 692.201,Florida Statutes. (Source: § 288.007(2),Florida Statutes)-, e. Entity is not a partnership, association, corporation, organization, or other combination of persons organized under the laws of or having its principal place of business in a foreign country of concern, as defined in Section 692.201,Florida Statutes,or a subsidiary of such entity.(Source: §288.007(2), Florida Statutes); f. Entity is not a foreign principal, as defined in Section 692.201, Florida Statutes. (Source: § 692.202(5)(a)(1),Florida Statutes); g. Entity is in compliance with all applicable requirements of Sections 692.202,692.203,and 692.204, Florida Statutes. h. (Only applicable if purchasing real property) Entity is not a foreign principal prohibited from purchasing the subject real property. Entity is either(a)not a person or entity described in Section 692.204(1)(a), Florida Statutes, or (b) authorized under Section 692.204(2), Florida Statutes, to purchase the subject property. Entity is in compliance with the requirements of Section 692.204, Florida Statutes. (Source: §§ 692.203(6)(a),692.204(6)(a),Florida Statutes) i. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 6101 Svfta (Signature) Date: 10/27/2025 STATE OF: Texas COUNTY OF: Tarrant Subscribed and sworn to(or affirmed)before me,by means of❑physical presence or C/online notarization,on 10/27/2025 (date)by_ Robin Szmansky (name of affiant). He/She is personally known to me or has produced_ Drivers License (type of identification)as identification. Jerry W Johnson `\ ��PaYtlllPy// JerrywJohnson NO ary PUbIIC, State of Texas "u \'= NOTARY PUBLIC ID NUMBER P 568607-3 COMMISSION EXPIRES My Commission Expires:07 Z8 Z0Z6 N//191�1�11gq July 28,2026 Y Electronically signed and notarized online using the Proof platform. Page 24 of 31 1986 INSURANCE REQUIREMENTS AND FORMS MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES General Insurance Requirements For Other Contractors, Subcontractors and Professional Services As a pre-requisite of the work and services governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the Contractor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. Alternatively, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor will not be permitted to commence work governed by this contract (including pre- staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor will be held responsible for all deductibles and self-insured retentions that may be contained in the Contractor's Insurance policies. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or •A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30)days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials, at 1100 Simonton Street, Key West, Florida 33040, will be included as "Additional Insured" on all policies, except for Workers' Compensation. Page 25 of 31 1987 Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled"Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management Department. Page 26 of 31 1988 PROPOSER'S INSURANCE AND INDEMNIFICATION STATEMENT INSURANCE REQUIREMENTS Workers Compensation Statutory Limits Employers Liability $100,000/$500,000/$100,000 Bodily Injury by Accident/Bodily Injury by Disease, policy limits/Bodily Injury by Disease each employee General Liability $200,000 per Person $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit Vehicle $200,000 per Person (Owned, non-owned, and hired vehicles) $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit Builders Risk Not Required Construction Bond Not Required The Monroe County Board of County Commissioners,its employees and officials, 1100 Simonton Street, Key West, Florida 33040, shall be named as Certificate Holder and Additional Insured on General Liability and Vehicle policies. INDEMNIFICATION,HOLD HARMLESS,AND DEFENSE.Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend,indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death),loss, damage,fine,penalty or business interruption, and(iii)any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B)the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub-contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Contractor). The monetary limitation of liability under this contract shall be equal to the dollar value of the contract and not less than$1 million per occurrence pursuant to Section 725.06, Florida Statutes. The limits of liability shall be as set forth in the Page 27 of 31 1989 insurance requirements included in Paragraph 3(P). herein. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. PROPOSER'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all of the requirements herein. I fully accept the indemnification and hold harmless and duty to defend as set out in this proposal. Sea Tech of the Florida Keys, Inc PA �— PROPOSER Signature Page 28 of 31 1990 INSURANCE AGENT'S STATEMENT I have reviewed the above requirements with the proposer named above. The following deductibles apply to the corresponding policy. POLICY DEDUCTIBLES General Liability $5000.00 Workers Compensation $0.00 Liability policies are V Occurrence Claims Made Keys Anchor Insurance Agency Insurance Agency Sign ture INSURANCE REQUIREMENTS AND FORMS Page 43 of 53 1991 SEATE-1 ,4COR�. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 03/03/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 305-741-7373 CONTACT Rebecca Horan PRODUCER NAM. .....a...m,,, � --- Keys Anchor Insurance Agency PHONE 305-741-7373 FAX 844-269-7923 Rebecca Horan (alc No,_Ext) _...... (a(c No) 30971 Avenue A Unit C E-MAIL Big Pine Key, FL 33043 A1aIarE,� Rebecca Horan (NSUR ($ZAFFORDING COVEfE _ 1 NAIC# INSURFRA:Kinsale Insurance Co 138920 SteauR Continental Casualty Company 120443 Te h of the FI Keys Inc IN$IARER.I�.,,,,. 131 Palomino Horse Trail -INSURER C-: Big Pine Key,FL 33043 _INSUREB.E ®„ 1 INSURER F COVERAGES CERTIFICATE NUMBER: 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 i T TYPE OFINSURANCE -...... n POLI ADOL SUBRd CY NUMBER POLICYEFF POLICY EXP LIMITS RAL 00,000 A Ix COMMERCIAL CLA MS-MADE DAMAGE�IOCCUR X -01000816185 03/01/2025 03/01/2026 � G � TED any � 1 100 000 MEP EXP(Any one pe(sgn) 9 eXCI i, 11 PERSONAL,&ADV,INJURY e $ 1,000,000 I GENT AGGRF,,,T:;LF I APPL.IIESPER. --GENERAL AGGREGATE � 2,000,000 (�fl 2,000,000 000 00� POLICY LOC PRODUCTS COMP/OR AGG.._.&,. 7HER 1S AUTOMOBILE LIABILITY COMBINED SINGLE DM1T I ANY AUTO BODILY INJURY(Per,o,,e„rson) a"r OWNED SCHEDULED ...._ AUTOS ONLY ��AUTOS =OODII Y INJURY(Per a gden0 S HIRED NON-OWNED PROPERTY eMAGE AUTOS ONLY AUTOS ONLY t J,6e gcgaderr4�, r ..._.... UMBRELLA LIAB `.._ OCCUR EACH OCCURRENCE.....,,® I EXCESS UAB CLAIMS-MADE AGGREGATE S OED 1 RETENTIONS l S B AND EMPLOY RS'L ABILWORKES �TY YIN ...... X OTH- STnT,L17E ER PER , 46-885792-01-12 03/01/202503/01/2026 1,000,000 ANYCEFVMEETORIPACTNERIEXECUTIVE ,EL. EACH ACCIDEtd�__,,, 1ppFFtCEiLMEMBER EXCLUDED9 u N/A 1 000,000 (Mandatc in NH ,,,,,,,,,,,,,,, , ... _EMPLOYEES if es,descri be DESCRIPTION QF OPERATIONS below E_L DISEASE-POL n' ) E L DISEASE EA ICY LIMI 1 000,000 DESCRITTION OF OTERATIONS I LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) State License#CBC-1259331 Not subject to cancellation, nonrenewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the Insurer CERTIFICATE HOLDER CANCELLATION MCBCOUI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board Of County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. Commissioners 500 Whithead St ALITH Key West,FL 33040 Rebce)ccca Ho Ia HoRESENTATIVE Reberan ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1992 DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 4/17/2025 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 NAME: Key West Insurance PHONE FAX 3152 Northside Drive, Unit201A A/c No Ext: 305-294-1096 A/c,Noy 305-294-8016 Key West FL 33040 ADDRIESS: INSURER(S)AFFORDING COVERAGE NAIC# License#:L1004601 INSURERA: Travelers Casualty Insurance Company of America 19046 INSURED SEATECH-02 INSURER B: Sea Tech of the FI Keys, Inc. PO Box 420529 INSURERC: Summerland Key FL 33042 INSURER D7 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1547916960 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYY MMIDD/YYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAM AGETORENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ A AUTOMOBILE LIABILITY Y BA81_470574 3/1/2025 3/1/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (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,maybe attached if more space is required) Re: Project:24509—Gato Building Spalling Repair. Monroe County BOCC is afforded additional insured status as per the embedded coverages found in the coverage forms when required by written contract, agreement or permit but only as respects to the liability of the insured, pursuant to the terms,conditions, limitations and exclusions of the listed policies. Notice of Cancellation will be issued to the First Named Insured only as per the policy terms and conditions. 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 BOCC 500 Whitehead St AUTHORIZED REPRESENTATIVE Key West FL 33040 -- /' ( ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1993 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED 1. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS— J. PERSONAL PROPERTY INCREASED LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED 2. The following replaces Paragraph b. in B.S., The following is added to Paragraph A.1., Who Is Other Insurance, of SECTION IV — BUSINESS AUTO CONDITIONS: An Insured, of SECTION II —COVERED AUTOS LIABILITY COVERAGE: b. For Hired Auto Physical Damage Coverage, the following are deemed to Any person or organization who is required under be covered "autos"you own: a written contract or agreement between you and that person or organization, that is signed and (1) Any covered "auto" you lease, hire, executed by you before the "bodily injury" or rent or borrow; and "property damage" occurs and that is in effect (2) Any covered "auto" hired or rented by during the policy period, to be named as an your "employee under a contract in additional "insured" is an insured for Covered an "employee's" name, with your Autos Liability Coverage, but only for damages to permission, while performing duties which this insurance applies and only to the related to the conduct of your extent that person or organization qualifies as an business. "insured" under the Who Is An Insured provision contained in Section II. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a B. EMPLOYEE HIRED AUTO covered "auto". 1. The following is added to Paragraph A.1., C. EMPLOYEES AS INSURED Who Is An Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: The following is added to Paragraph A.1., Who Is An "employee" of yours is an "insured" while An Insured, of SECTION II — COVERED AUTOS operating a covered "auto" hired or rented LIABILITY COVERAGE: under a contract or agreement in that Any "employee" of yours is an "insured" while "employee's" name, with your permission, using a covered "auto" you don't own, hire or while performing duties related to the conduct borrow in your business or your personal of your business. affairs. CA FO 79 03 21 ©2021The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission 1994 COMMERCIAL AUTO D. SUPPLEMENTARY PAYMENTS — INCREASED (3) If a repair or replacement results in better LIMITS than like kind or quality, we will not pay for 1. The following replaces Paragraph A.2.a.(2) of the amount of betterment. SECTION II — COVERED AUTOS LIABILITY (4) A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned (2) Up to $3,000 for cost of bail bonds covered "auto". (including bonds for related traffic law (5) This Coverage Extension does not apply to: violations) required because of an (a) Any "auto" that is hired, rented or "accident" we cover. We do not have to borrowed with a driver; or furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of (b) Any "auto" that is hired, rented or SECTION II — COVERED AUTOS LIABILITY borrowed from your"employee". COVERAGE: G. PHYSICAL DAMAGE — TRANSPORTATION (4) All reasonable expenses incurred by the EXPENSES—INCREASED LIMIT "insured" at our request, including actual The following replaces the first sentence in loss of earnings up to $500 a day Paragraph A.4.a., Transportation Expenses, of because of time off from work. SECTION III — PHYSICAL DAMAGE E. TRAILERS- INCREASED LOAD CAPACITY COVERAGE: The following replaces Paragraph C.1., of We will pay up to $50 per day to a maximum of SECTION I —COVERED AUTOS: $1,500 for temporary transportation expense incurred by you because of the total theft of a 1. "Trailers" with a load capacity of 3,000 covered "auto" of the private passenger type. pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONIC on public roads. EQUIPMENT—INCREASED LIMIT F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A. 4., Coverage Paragraph C.1.b. of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: I. WAIVER OF DEDUCTIBLE—GLASS Hired Auto Physical Damage Coverage The following is added to Paragraph D. If hired "autos" are covered "autos" for Covered Deductible, of SECTION III — PHYSCIAL Autos Liability Coverage but are not covered DAMAGE COVERAGE: "auto" for Physical Damage Coverage, and this No deductible applies under Specified Causes of policy also provides Physical Damage Coverage Loss or Comprehensive coverage for "loss" to for an owned "auto", then the Physical Damage glass used in the windshield. Coverage is extended to "autos" that you hire, rent or borrow subject to the following: J. PERSONAL PROPERTY (1) The most we will pay for "loss" to any one The following is added to Paragraph A.4. "auto" that you hire, rent or borrow is the Coverage Extensions, of SECTION III — lesser of: PHYSCIAL DAMAGE COVERAGE: (a) $50,000; Personal Property Coverage (b) The actual cash value of the damaged or We will pay up to $400 for "loss" to wearing stolen property as of the time of the apparel and other personal property which is: "loss"; or (1) Owned by an "insured"; and (c) The cost of repairing or replacing the (2) In or on your covered "auto". damaged or stolen property with other property of like kind and quality. This coverage only applies in the event of a total (2) An adjustment for depreciation and physical theft of your covered "auto". condition will be made in determining actual No deductibles apply to Personal Property cash value in the event of a total "loss". coverage. Page 2 of 3 ©2021The Travelers Indemnity Company.All rights reserved. CA FO 79 03 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission 1995 COMMERCIAL AUTO K. AIRBAGS (1) The amount paid under the Physical The following is added to Paragraph B.3., Damage Coverage Section of the policy Exclusions, of SECTION III — PHYSICAL for that"auto"; and DAMAGE COVERAGE: (2) Any: Exclusion 3.a. does not apply to "loss" to one or (a) Overdue lease or loan payments at pp y the time of the "loss"; more airbags in a covered "auto" you own that (b) Financial penalties imposed under a inflate due to a cause other than a cause of "loss" lease for excessive use, abnormal set forth in Paragraphs A.1.b. and A.1.c., but wear and tear or high mileage; only: (c) Security deposits not returned by the a. If that "auto" is a covered "auto" for lessor; Comprehensive Coverage under this policy; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or b. The airbags are not covered under any Disability Insurance purchased with warranty; and the loan or lease; and c. The airbags were not intentionally (e) Carry-over balances from previous inflated. loans or leases. M. BLANKET WAIVER OF SUBROGATION We will pay up to a maximum of $1,000 for any one "loss". The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, L. AUTO LOAN LEASE GAP of SECTION IV — BUSINESS AUTO The following is added to Paragraph A. 4. CONDITIONS: Coverage Extensions, of SECTION III — S. Transfer Of Rights Of Recovery Against PHYSICAL DAMAGE COVERAGE: Others To Us Auto Loan Lease Gap Coverage for Private We waive any right of recovery we may have Passenger Type Vehicles against any person or organization to the extent required of you by a written contract In the event of a total "loss" to a covered "auto" of executed prior to any "accident" or "loss", the private passenger type shown in the Schedule provided that the "accident" or "loss" arises or Declarations for which Physical Damage out of the operations contemplated by such Coverage is provided, we will pay any unpaid contract. The waiver applies only to the amount due on the lease or loan for such covered person or organization designated in such "auto" less the following: contract. CA FO 79 03 21 ©2021The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission 1996 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. Paragraph A.2.b. of the Common Policy C. The following is added to Paragraph A. of the Conditions, Cancellation, is replaced by the Common Policy Conditions, Cancellation: following: 7. If this Policy provides Personal Injury b. 45 days before the effective date of Protection, Property Damage Liability cancellation if we cancel for any other Coverage or both and: reason. a. It is a new or renewal policy, it may not be cancelled by the first Named Insured B. Paragraphs A.4. and A.S. of the Common Policy during the first 60 days immediately Conditions, Cancellation, are replaced by the following the effective date of the Policy following: or renewal, except for one of the following reasons: 4. Notice of cancellation will state the effective date of, and reason(s) for, the cancellation. (1) The covered "auto" is completely The policy period will end on that date. destroyed such that it is no longer operable; S. If this Policy is cancelled, we will send the first Named Insured any premium refund due. (2) Ownership of the covered "auto" is If we cancel, the refund will be pro rata. If the transferred; or first Named Insured cancels, the refund may (3) The Named Insured has purchased be less than pro rata. If the return premium is another policy covering the motor not refunded with the notice of cancellation or vehicle insured under this Policy. when this Policy is returned to us, we will mail b. It is a new policy, we may not cancel it the refund within 15 working days after the during the first 30 days immediately date cancellation takes effect, unless this is following the effective date of the Policy an audit policy. for nonpayment of premium unless a If this is an audit policy, then, subject to your check used to pay us is dishonored for full cooperation with us or our agent in any reason or any other type of premium securing the necessary data for audit, we will payment is subsequently determined to return any premium refund due within 90 be rejected or invalid. days of the date cancellation takes effect. If D. The following condition is added: our audit is not completed within this time limitation, then we shall accept your own Nonrenewal audit, and any premium refund due shall be 1. If we decide not to renew or continue this mailed within 10 working days of receipt of Policy, we will mail you notice at least 45 your audit. days before the end of the policy period. If we offer to renew or continue and you do not The cancellation will be effective even if we accept, this Policy will terminate at the end of have not made or offered a refund. CA 02 67 01 21 © Insurance Services Office, Inc., 2020 Page 1 of 2 1997 COMMERCIAL AUTO the current policy period. Failure to pay the will end on the effective date of that required renewal or continuation premium insurance. when due shall mean that you have not 3. Notice of nonrenewal will state the reason(s) accepted our offer. for the nonrenewal and the effective date of 2. If we fail to mail proper notice of nonrenewal nonrenewal. The policy period will end on that and you obtain other insurance, this Policy date. Page 2 of 2 © Insurance Services Office, Inc., 2020 CA 02 67 01 21 1998 MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. ContractorNendor: Project or Service: ContractorNendor Address &Phone#: General Scope of Work: Reason for Waiver or Modification: Policies Waiver or Modification will apply to: Signature of ContractorNendor: Date: Approved Not Approved Risk Management Signature: Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: Page 31 of 31 1999 9,C0',`TC012 OF THE FLORIDA KEYS DESIGN BUILD CONTRACTORS October 24, 2025 Monroe County Public Works Attn: JT Null 10600 Aviation Blvd Marathon, FL 33050 Re: Monroe County Medical Examiner Subject: Proposal—Replace Door Operators We hereby propose furnishing labor,materials,and equipment to Replace two door operators on the double swing doors at Medical Examiners at 56639 Overseas Hwy,Marathon, FL 33050 as follows: Replace„ ppr C p ner t r unrt c t per a rt Tp#al . 1.1 Mobilization 2 hr 110.00 220.00 1.2 Remove Existing Closers 4 hrs 110.00 440.00 1.3 New Stanley D-4990 628 2 ea 4550.00 9,100.00 1.4 Install New Closer with existing conduit, etc 8 hrs 110.00 880.00 1.5 Clean Up/Demobilize 2 hrs 110.00 220.00 Subtotal 10,860.00 Profit/Overhead @ 18% 1,954.80 1 Total 12,814.80 All material is guaranteed to be as specified and the above work to be performed in accordance with the manufacturer's specifications and completed in a substantial workmanlike manner for the sum of: Twelve Thousand, Eight Hundred Fourteen. 80/100---------------------Dollars $12,814.80 Payment in full upon completion. Excludes Permit/Engineering Fees. Any alteration or deviation from above specifications involving extra costs will be executed only upon written orders and will become an extra charge over and above the estimate. All agreements contingent upon strikes, accidents,or delays beyond our control. Owner to carry fire,tornado and other necessary insurance upon above work. Workers Compensation and General Liability insurance on above work will be taken out by SEA TECH,INC. Note- This proposal may be withdrawn by us if not accepted within 30 days. ACCEPTANCE OF PROPOSAL The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work specified. Payment will be made as outlined above. Signature Date Page 1 of 4 2000 ,. r£ Ij Jr ; /rr//,'iFl rlJ WTI r l; aau Page 2 of 4 2001 (uJ . �� iiI ii'Iiry 1�'J� II(Yll�,l l�liil ill.. BESTIIIIIIIIIIIIIII�� 0 dormakabo Group J �„I I i u I III pW .. i eW IIVIVIVI u.. ... aIV A versatile solution for public door accessibility. The D4990 Low Eriergy Operator uses electro--hydraulic technology to provide a motorized power--open cycle that makes it easy to operate a variety of door types with hardwired or wireless actuators.Designed to meet ADA and DHMA A156.19 requirements,the D4990 is easy to integrate with a variety of exit and locking systems.Providing patented features that allow more fine-tuning,increased energy savings,and heavy--duty durability,the D4990 is simple,safe,and secure. Better door control starts at the top. The D--4990 Series is a robust door operator that ensures a safe and simple door opening solution.Its low resistance combined with a user-- friendly power-open feature—gives users the flexibility to fit a variety of door opening applications.With electro-hydraulic technology,it meets ADA requirements and the provisions of ANSI 159.19. Maximum flexibility, Use the D4990 with nearly any electric latch retraction exit device,electric strike,or other electric locking system. Durable construction. The D4990 provides exceptional wear resistance and maintains I� o titiumtl ,w stability even under extreme hydraulic pressure �� t, Easy installation.With a non-handed design and pre-configured mounting holes,the 04990 is easy to install and retrofit into a variety of applications. Simple maintenance.The D4990 is designed with few moving components and two independent,internal cycle counters that provide current data on mechanical and electrical operations,making it simple to service and maintain. Ensure ADA compliant accessibility for more people in more applications than ever before with the D4990 Low Energy Operator. c UL S !!Ills/ BHMA LISTED �I....q „.. lZI99, 0 s e I uII Ie sI a inJali J f 0 ii IDii ii C-nRuii -qI..ua IlCi y, IIheavy-JI.iu:y e X id S 0 IIIu1loi iTlS 2002 Maximize accessibility in Americans with Disabilities Act Title III applications. Flexible integration with new or existing systems and actuators—and the industry's most adjustable configuration—make D4990 Low Energy Operators efficient,effective,and easy touse. s*mAmse.1sListed uuruL 228usteu QESTO4BBO Certifications uuruL IOC oxou,Fire Listed uuruL 325usteu K0 uuru�oosu�eu �o�o»mn/�n/ � aximumflexibi|i1�Choose from a variety ofopdonoinduding a built-in hold open timer that allows delays upto28 seconds — Materials Door closer body:n-14 automotive-grade aluminum far exceeding the 4D4's five second requirement.The D499O's Illuminated Power Switch patented cam design provides ow resistance when operating the Features Mode Control/Hold Open Switch door manually,ao the device fits a wider variety ofapplications. nowe,omseonuon Vestibule Function Durable construction.The O4QQO comes equipped with areliable, heavy'dutyO'455Odooer constructed from automodvegrade Integrated p«o�a»uo^ aluminum for even greaterdunahUhy Options Power-Close o Push Side �oreadjustable.The O4QQO boasts the induotry'o widest range of Device Types o4ssor Pull Side field adjustable spring power settings.It's easy to make adjustments in five optional settings to accommodate push and go,powepc|oae. Warranties o'vearmer»a»/m/ hoN'open.and other functions o'vearmermm/ Energy efficient. Installing the O4QQO can contribute 1oenergy savings 4n integrated power-close option overcomes windy conditions,interior stack pressure,and vestibule drafts 1oprevent heating and cooling energy loss when the door ioinuse Featured Finishes 526 Sarin o|3uarxBronze, Aluminum,Clear, Clear,Anodized Anodized n*o2o40/22 For questions about ordering and to be sure you get the right configuration for your needs,cru llx�Your I fl S Iunrmauauaya|eympreyemMive 6161 East rmh Street,Indianapolis,|w4nzoo USA|oss-uos-o4o7|bestaccems,com BEST m°o~dem°rkm*arm°kabaomm"g'cmo All rights reserved.BEST m°member mm"darm°kabao"ou� one ,,^ , ,^ m , * /�solutions,globally. dormakabl .IvllS11_rIN r1 { ,_I,I RA1110I^J4" LLf)IFL.jdrron nlI fA "liivisdo n f.A Q)irlF&.yL % / Sr.arfjhn Records / Sewf.. �p� L���Y V'"'r e � II[; -t iiilll 11by Entlii-ty Naime Florida Profit Corporation SEA TECH OF THE FLORIDA KEYS, INC. Filing Information Document Number K95937 FEI/EIN Number 65-0126213 Date Filed 06/16/1989 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 08/09/2013 Event Effective Date NONE Principal Address 131 Palomino Horse Trail Big Pine Key, FL 33043 Changed: 03/13/2015 Mailing Address PO BOX 420529 SUMMERLAND KEY, FL 33042 Changed: 04/29/2004 RegisteredAgent Name&Address SZMANSKY, ROBIN R 131 Palomino Horse Trail Big Pine Key, FL 33043 Name Changed: 04/29/2004 Address Changed: 03/13/2015 OicerlDirector Detail Name&Address Title Secretary 2004 82MANSKY, ROBIN R PO BOX 42O529 SUM[NERLAND KEY, FL33042 Title President LaChapeUn. Ryon A PO BOX 42O520 SUM[NERLANO KEY, FL33042 Annual pRrts Report Year Filed Date 2023 04/27/2023 2024 0405/2024 2025 0307/2025 Document Ima8Ls . 2005 02/21/1990—AININIJAIL IRIEIPOIRII View rinagu, in PIDIF hxirnall 04/15/1998—AININIJAIL RIEPOIRIF View unniag i PIDIF rarimM ................. Q412211M7 AININIJAIL IRIEIPOIRII Vlfw innage, in PIDIF hinrnall ................. 04/24/1996 AININIJAIL IRIEIPOIRII View innagu, in PIDIF hx1mall 05/0 W M35 AININIJAIL RIE11=°OIR11 Vll,,w inni gale lire lPIDIF roiriima� 2006 2025 / 2026 MONROE COUNTY BUSINESS TAX RECEIPT EXPIRES SEPTEMBER 30, 2026 RECEIPT# 30140-23837 Business Name: SEA TECH OF THE FLORIDA KEYS INC Owner Name: ROBIN SZMANSKY Business Location: BIG PALOMINO HORSE TRL BIG PINE KEY, FL 33043 Mailing Address: PO BOX 420529 Business Phone: 305-872-0888 SUMMERLAND KEY, FL 33042 Business Type: CONTRACTOR (CERTIFIED BUILDING) Employees 15 STATE LICENSE: CBC1259331 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 35.00 0.00 35.00 3.50 0.00 0.00 38.50 Paid WRB-25-00000537 10/02/2025 38. 50 THIS BECOMES A TAX RECEIPT Sam C. Steele, CFC,Tax Collector THIS IS ONLY A TAX. WHEN VALIDATED PO Box 1129, Key West, FL 33041 YOU MUST MEET ALL COUNTY AND/OR MUNICIPALITY PLANNING, ZONING AND LICENSING REQUIREMENTS. MONROE COUNTY BUSINESS TAX RECEIPT P.O. Box 1129, Key West, FL 33041-1129 EXPIRES SEPTEMBER 30, 2026 Business Name: SEA TECH OF THE FLORIDA KEYS INC RECEIPT# 30140-23837 131 PALOMINO HORSE TRL Business Location: BIG PINE KEY, FL 33043 Owner Name: ROBIN SZMANSKY Mailing Address: Business Phone: 305-872-0888 PO BOX 420529 Business Type: CONTRACTOR (CERTIFIED BUILDING) SUMMERLAND KEY, FL 33042 Employees 15 STATE LICENSE: CBC1259331 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 35.00 0.00 35.00 3.50 0.00 0.00 38.50 Paid WRB-25-00000537 10/02/2025 38. 50 2007 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Canon Financial Services Contract 9 140595 Effective Date: 9/1/2022 Expiration Date: 9/1/2026 Contract Purpose/Description: Lease agreement for Canon Copier imageRUNNER ADVANCE DX C3835i under State Contract# 44000000-NASPO-19-ACS 140595 at $199.25 per month. Rates of$0.0090 per B&W page and $8.862e per color page. Office of Commissioner Cates Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: John Quinn 4464 OMB stop#1 (Name) (Ext.) (Department/Stop#) CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ (mustbe$100,000.00 orless) $7,736.30 (If multiyear agreement then $2,391.00 requires BOCC approval,unless the ;os�fl .,,;eo,l,�" ,�motfw c "n'dlhYhlh9'h9'hIF9�f+r,d F,,;h, Budgeted? Yes Q ❑ Grant: $N/A County Match: $ N/A Fund/Cost Center/Spend Category: Fund 001 CC_00101 SC_00050 and SC_00147 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ONO❑ CONTRACT REVIEW Reviewer Date In Digitally signed by Jahn editin Department Head Signature: John Quinn Date.2025.10.2315'46'09-04'00' Digitally signed by Christine Llmben- County Attorney Signature: Christine Limber-Barrows D,teate.2025.10 D z7,zzo:ao-04o0' Gaelan P Jones Digitally signed by Gaelan P Jones . . Risk Management Signature: Date 20251104 140549-05'00' Purchasing Signature: Julie E. Cuneo Digitally 2025.1edby4LBi 5 Cuneo Date:20signe 1b 1klie:E. ,ned' Anryelica Malcosk Digitally signed by A gelica Malcosky OMB Signature: y Y Date:2025.11.10144922-05'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 2008 P ; / � I'II of the keys, inc Proposal for MC BOCC under State Contract# 44000000- NASPO-19-ACS 140595- Office of Commissioner Cates Canon imageRUNNER ADVANCE DX C3835i Ships standard with 200-sheet Single Pass Duplexing Automatic Document Feeder, Envelope Feeder Attachment, 100-sheet stack bypass, 2 x 550-sheet Paper Cassettes, UFRII/PCL/PS Printing, Direct PDF/ XPS Printing, Color Universal Send with PDF High Compression, Encrypted PDF, Digital Signature PDF (Device and User Signature), Trace and Smooth PDF, Searchable PDF/XPS, 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-T/100Base- TX/10Base-T,USB 2.0/3.0 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: 500 Whitehead Street Ste# 102 Key West, FL. 33040 Pricing: 48 month state contract 44000000-NASPO-19-ACS 140595 at$199.25 per month. Replaces device on expired state contract# 6000-000-11-1 Options included in pricing: as listed in the attached CFS State Contract Equipment and Services Worksheet Service and Supply Agreement: Zero base maintenance program billed under state contract# 44000000-NASPO-19-ACS 140595 at rates of$0.0090 per B&W page and$0.0620 per color page. ➢ Includes delivery,setup,and connectivity ➢ Onsite customer training ➢ Toner replenishment ➢ Meter service provided through Canon Financial Services ➢ All local supplies,parts,and labor excluding paper and staples ➢ Average 2 hour response time to service priorities Please feel free to contact me with any questions at 305-783-8002 Thanks John Ribble MONROE COUNTY ATTORNEY APPROVED AS TO FORM CHRISTINE LIMBERT BARROWS SR.ASSISTANT COUNTY ATTORNEY DATE, 10/27/25 Confidential—not to be shared or copied without the prior written consent of Sands of the Keys,Inc PAGE 1 OF 1 2009 CD k \�\\//////////// \ 0 f )\ ! . . . . . . . . . . . . � \ /2 \\\; §; \ § � K :< !! :: :: :: :: :: :: :: :: | - q|)){}(\\ / | I} » !! §§ §§ §§ §§ §§ � . 0 .. :: :: :: :: :: :: § ! | !\xI§ !� ) / {/«?! !u :, ;[ §! E . . . . . . . . . . . . . . . . . ; Is ; B § §, { )\ § ! ud 2/\--------------- � �\ _: ! m, »u . . . . . . . . . . . . . . \\ � , E ,.. : , �` __ :, _ ,. . . . . . . . . . . . . . , � )) ( �®2 _ v ° ! § � 0t9 { | - i!:.1 . . . . . . . . . . . . . § & }}/. . . WO 1. k [\ \� \ /} f - i - - j : $ ) / ) § - - { !I ! 2 - f' : \ / . |fllf : § Page 1 of 1 AC 10/31/2025 CERTIFICATE OF LIABILITY INSURANCE DATE(M11/2025 ,.., 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:W41569291 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 iMMIDDIYYYYJ 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) $ 51000 Y GLD6404741-15 11/01/2025 11/01/2026 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 AWL30101375700 11/01/2025 11/01/2026 (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/M�ANAGEMIENT BY �lG¢4a L'�LBK22 �e1 DATE WAIVER WA RYES 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 m'I Key West, FL 33040 4 * ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2011 SR ID: 28781360 BATCH: 4188680 DATE(MMIDD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 10/28/2025 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 Exf: 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: 25-26Auto 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 INSURANCEAUULbUBK 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 10/08/2025 10/08/2026 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 BYR ' DATE 1.4.25 WAIVER NIA 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 2012 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. 2013 LOULU,319 I I airvt sujjry tv,or i i t4-votrzvp;iwr4u D�p,arlriEiit of M MENT ANAGE ;I SERVICES Wo servo Jiose,who serw.,,,Florida Alternate Contract Source (ACS) No. 44000000-NASPO-19-ACS For Copiers and Managed Print:Services This Alternate Contract Source No. 44000000-NASPO-19-ACS for Copidti.-and Managed Print Services (Contract), is between the Department of Management Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way, Tallahassee, FL 32399 and Canon U.S.A., Inc. (Contractor), located at One Canon Park, Melville, NY 11747, collectively referred to herein as the"Parties." WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes: To evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services, and, if it is determined by the Secretary of the Department of Management Services in writing to be cost-effective and the.best value to the state, to enter into a written agreement authorizing an agency to make purchases under such contract; WHEREAS, the State of Colorado through NASPO, competitively procured-copiers and managed print services and executed NASPO ValuePoint Master Agreement No., 140595, Copiers and Managed Print Services (Master Agreement), with the Contractor; and WHEREAS, the Secretary evaluated the Master Agreement and determined that use of the Master Agreement is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Agreement became effective August 8, 2019, and its terry currently ends on December 3,1, 2022. The Master Agreement has two (2) years of renewals available. The Contract will become effective on January 1, 2022 or on the date signed by all Parties, whichever is later. The Contract will expire on December 31, 2022 unless terminated earlier or renewed in accordance with Exhibit 6, Special Contract Conditions. 2. Order of Precedence. This Contract document and the attached exhibits constitute the Contract and the entire understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute the Participating Addendum to the Master Agreement and modify or supplement the terms Page 1 of 3 2014 r—f1VWVVt;W.Or i 1,-t:jr4-OLo I 1-4W%,4-zym i4—Vui r4VCkvur4z, Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services and conditions of the Master, Agreement. All exhibits listed below are incorporated by reference into, and form part of, this Contract. In the event of a conflict, the following order of precedence shall apply: a) This Contract document b) Exhibit A: Additional Special Contract Conditions c) Exhibit B: Special Contract Conditions d) Exhibit C: Price Sheet a) Exhibit D. Master Agreement (including any amendments made prior to the effective date of this Contract and any subsequent amendments added to this Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Agreement, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes, may purchase products and services under this Contract. Any entity making a purchase off of this Contract acknowledges and agrees to be bound by the terms and conditions of this Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Contract. 4. Primary Contacts. Department's Contract 14Manager: Brenelcia Stephens Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Breneicia.stephens@dms.fl.gov Contractor's Contract Manager: Dave Rothauser Canon U.S.A.,, Inc. One Canon Park Melville, NY, 11747 (631) 330-5443 drothauser@cusa.canon.com Page 2 of 3 2015 DocuSign Envelope ID:BF11ASF4-3DI7-4AC2-9Al2-067F20B5DF45 Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services 5. Modifications. Any amendments to this Contract must be in writing and signed by the Parties. If amendments are made to the Master Agreement after the effective date of this Contract,the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Contract, enter into a written amendment with the Department reflecting the addition of such amendments to this Contract. IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized undersigned officials. CONTRACTOR DE7PAR IMAENT OF MANAGEMENT SERVICES ,--Decu Signed by: r)l Name a'so n6 I d s J. Todd inman Title: svp Secretary 1/31/2022 14:50 PM EST r-. I CZ:A%�z� Data: Date: Digftally signed by Roman Roman Gastesi ''Dat'e":'2'022,04.28 10:04M -04'00' MONROE COUNTY ATTORNEY PPROVED AS TO FORM JAMES;M�IENAAR I ASSISTANT CO NTY ATTORNEY Dte).ames D.Molenaar M911,%Vpod MA—D Molma., a D-te.2922�2004�57�00' Page 3 of 3 2016 DocuSign Envelope ID: A2819EO3-A1A3-49EF-9377-99DE862EF233 Department of ANAGE ;I SERVICES We serve these 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 ("ACS") 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 Spacial 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: 1. 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. II. 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. Ill. 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 2017 DocuSign Envelope ID:A2819EO3-AlA3-49EF-9377-99DE362EF233 Department of ANAGE ;I SERVICES We serve those who serge Florida CONTRACT AMENDMENT NO.: 1 - Renewal Contract No.: 44900000-NASPO-19-ACS Contract Name: Coders and Managed Print Services State of Florida: Contractor: Department of Management Services Canon U.S.A., Inc. DoouSigned by::�� oeuyS,[gnad 0.�Y: f rf.^^(J�" IN.WIiCAI'L( By: 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 2018 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 0 N O 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 Desailed 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 V- N O 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 A, 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 ENT , 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 N N O 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 M N O 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 dq N O 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 LO N O 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 to N r) 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 Iti N O 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 00 N O 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 0) N O 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 0 M 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 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 N M O 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 M M O 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 d M O 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 LO M O 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 cfl M O 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 ti M O 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 00 M O 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 AlSegment 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 M O 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 0 Iq 0 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 V_ dq 0 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 N d' O 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 M d' O 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 dq dq 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 in dq 0 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 to dq 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 ti dq 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 00 dq 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 0) dq 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 0 in 0 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 V_ LO 0 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 N LO O 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 M u7 O 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 dq Uj 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 in in 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 to in 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 I- LO 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 00 LO 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 0) LO 0 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 0 to 0 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 V_ to 0 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 N to O 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 M to O 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 dq to 0 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 LO to 0 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 to to 0 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 ti to 0 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 too to 0 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 0) to 0 N 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 0 ti 0 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 ti 0 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 CN I`- CD 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 M ti O 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 d ti 0 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 LO I- C) 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 cfl ti 0 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 ti ti 0 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 00 ti 0 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 ti C) 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 0 00 0 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 T- oo C) 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 N 00 O 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 M 00 O 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 dq 00 0 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 00 0 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 to eD 0 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 ti 00 0 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 00 00 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 0) 00 0 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 0 0) 0 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 0 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 N 0) O 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 M M O 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 d 0 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 0 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 cfl 0 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 ti 0 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 00 0) 0 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 0 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 0 0 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 T_ 0 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 N O 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 M O T_ 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 dq 0 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 rn 0 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 to 0 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 ti 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 00 0 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 0) 0 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 0 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 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 N 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 M 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 d 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 LO 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 rfl 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 ti 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 00 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 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Canon Financial Services Contract# 140595 Effective Date: 9/01/2022 Expiration Date: 9/01/2026 Contract Purpose/Description: Lease agreement for Canon copier Image RUNNER ADVANCE DX C3835i under State contract# at rates ot$U.OU90 per B&W page and $0.0620 per color page. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: John Quinn 4464 0MB/Stop#1 (Name) (Ext.) (Department/Stop#) CONTRACT COSTS Total Dollar Value of Contract: $ $7736.30 Current Year Portion: $ $2391.00 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the ;�fll uq r,e,r;voili�.Yw1 rlwo4aiira; is "s 00{}00,00 or q„s) Budgeted? Yes Q No❑ Grant: $NSA County Match: $NSA Fund/Cost Center/Spend Category: Fund 001 CC_00101 SC_00050 and SC_00147 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ONO❑ CONTRACT REVIEW John Quin n oyjlp, ne.f John Chinn Date In Department Head Signature: 04D°2025.'0.2315:49:33 Christine Limbert-Digitally signed by Christine Limbert-Barrows County Attorney Signature: Barrows Date-2025 10 27 1231'49-04'00' Digitally signed by Gaelan P RiRisk P Jones b�nes sk Management Signature: Date:2025.11.0414:0545-05'00' Purchasing Signature: Julie E. Cuneo Digital2025.1edby4LBi 5 Cuneo Date:20ly signe 1b 14:08:5. uned' An elica Malcosk Digitally signed by Angelica Malcosky OMB Signature: g y Date 2025.11.10 14 52 07-05'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 2119 P ; / � I'II of the keys, inc Proposal for MC BOCC under State Contract# 44000000- NASPO-19-ACS 140595- Office of Commissioner Raschien Canon imageRUNNER ADVANCE DX C3835i Ships standard with 200-sheet Single Pass Duplexing Automatic Document Feeder, Envelope Feeder Attachment, 100-sheet stack bypass, 2 x 550-sheet Paper Cassettes, UFRII/PCL/PS Printing, Direct PDF/ XPS Printing, Color Universal Send with PDF High Compression, Encrypted PDF, Digital Signature PDF (Device and User Signature), Trace and Smooth PDF, Searchable PDF/XPS, 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-T/100Base- TX/10Base-T,USB 2.0/3.0 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: 102050 Overseas Hwy. Ste# 234 Key Largo, FL 33037 Pricing: 48 month state contract 44000000-NASPO-19-ACS 140595 at$199.25 per month. Replaces device on expired state contract# 6000-000-11-1 Options included in pricing: as listed in the attached CFS State Contract Equipment and Services Worksheet Service and Supply Agreement: Zero base maintenance program billed under state contract# 44000000-NASPO-19-ACS 140595 at rates of$0.0090 per B&W page and$0.0620 per color page. ➢ Includes delivery,setup,and connectivity ➢ Onsite customer training ➢ Toner replenishment ➢ Meter service provided through Canon Financial Services ➢ All local supplies,parts,and labor excluding paper and staples ➢ Average 2 hour response time to service priorities Please feel free to contact me with any questions at 305-783-8002 Thanks John Ribble MONROE COUNTY ATTORNEY APPROVED AS TO FORM CHRISTINE LIMBERT•BARROWS SR.ASSISTANT COUNTY ATTORNEY OATL_..1..0,127/25.... 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E E u ( @w w Lu ; ) # E § £ § } k \ ))\ -- ---- ----- ----- K ) \\ � l ; ge . . . . . . . . . . . . . § \ " ` \ § rm; ! lz, -- ---- ----- ----- - /\ } ! ƒG / ) \\ ® � � !{ 5 ; ; = _ )!] ,, ,,,, ,,,,, ,,,,, , ; !{ ` § ) � ' \� )) \\ \ \ . . . . . . . . . . . . . \ \ } 6 \ - \ ) � / ( ) \; @ § � \ § IL _ o' -- --U-1-iddl 11-1-1-1-1 \ ( L - o um o ) ) W 2 z § & \ ; ) j E E E kkk ) : w Z {) o ) /\ ) { _ o) § ) / �" " j ( Page 1 of 1 AC 10/31/2025 CERTIFICATE OF LIABILITY INSURANCE DATE(M11/2025 ,.., 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:W41569291 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 iMMIDDIYYYYJ 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) $ 51000 Y GLD6404741-15 11/01/2025 11/01/2026 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 AWL30101375700 11/01/2025 11/01/2026 (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/M�ANAGEMIENT BY �lG¢4a L'�LBK22 �e1 DATE WAIVER WA RYES 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 m'I Key West, FL 33040 4 * ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2122 SR ID: 28781360 BATCH: 4188680 DATE(MMIDD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 10/28/2025 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 Exf: 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: 25-26Auto 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 INSURANCEAUULbUBK 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 10/08/2025 10/08/2026 BODILY INJURY(Per 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 a Ea�c r DATE 1.4.25 WAIVER NIA 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 2123 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. 2124 LOULU,319 I I airvt sujjry tv,or i i t4-votrzvp;iwr4u D�p,arlriEiit of M MENT ANAGE ;I SERVICES Wo servo Jiose,who serw.,,,Florida Alternate Contract Source (ACS) No. 44000000-NASPO-19-ACS For Copiers and Managed Print:Services This Alternate Contract Source No. 44000000-NASPO-19-ACS for Copidti.-and Managed Print Services (Contract), is between the Department of Management Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way, Tallahassee, FL 32399 and Canon U.S.A., Inc. (Contractor), located at One Canon Park, Melville, NY 11747, collectively referred to herein as the"Parties." WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes: To evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services, and, if it is determined by the Secretary of the Department of Management Services in writing to be cost-effective and the.best value to the state, to enter into a written agreement authorizing an agency to make purchases under such contract; WHEREAS, the State of Colorado through NASPO, competitively procured-copiers and managed print services and executed NASPO ValuePoint Master Agreement No., 140595, Copiers and Managed Print Services (Master Agreement), with the Contractor; and WHEREAS, the Secretary evaluated the Master Agreement and determined that use of the Master Agreement is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Agreement became effective August 8, 2019, and its terry currently ends on December 3,1, 2022. The Master Agreement has two (2) years of renewals available. The Contract will become effective on January 1, 2022 or on the date signed by all Parties, whichever is later. The Contract will expire on December 31, 2022 unless terminated earlier or renewed in accordance with Exhibit 6, Special Contract Conditions. 2. Order of Precedence. This Contract document and the attached exhibits constitute the Contract and the entire understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute the Participating Addendum to the Master Agreement and modify or supplement the terms Page 1 of 3 2125 r—f1VWVVt;W.Or i 1,-t:jr4-OLo I 1-4W%,4-zym i4—Vui r4VCkvur4z, Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services and conditions of the Master, Agreement. All exhibits listed below are incorporated by reference into, and form part of, this Contract. In the event of a conflict, the following order of precedence shall apply: a) This Contract document b) Exhibit A: Additional Special Contract Conditions c) Exhibit B: Special Contract Conditions d) Exhibit C: Price Sheet a) Exhibit D. Master Agreement (including any amendments made prior to the effective date of this Contract and any subsequent amendments added to this Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Agreement, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes, may purchase products and services under this Contract. Any entity making a purchase off of this Contract acknowledges and agrees to be bound by the terms and conditions of this Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Contract. 4. Primary Contacts. Department's Contract 14Manager: Brenelcia Stephens Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Breneicia.stephens@dms.fl.gov Contractor's Contract Manager: Dave Rothauser Canon U.S.A.,, Inc. One Canon Park Melville, NY, 11747 (631) 330-5443 drothauser@cusa.canon.com Page 2 of 3 2126 DocuSign Envelope ID:BF11ASF4-3DI7-4AC2-9Al2-067F20B5DF45 Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services 5. Modifications. Any amendments to this Contract must be in writing and signed by the Parties. If amendments are made to the Master Agreement after the effective date of this Contract,the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Contract, enter into a written amendment with the Department reflecting the addition of such amendments to this Contract. IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized undersigned officials. CONTRACTOR DE7PAR IMAENT OF MANAGEMENT SERVICES ,--Decu Signed by: r)l Name a'so n6 I d s J. Todd inman Title: svp Secretary 1/31/2022 14:50 PM EST r-. I CZ:A%�z� Data: Date: Digftally signed by Roman Roman Gastesi ''Dat'e":'2'022,04.28 10:04M -04'00' MONROE COUNTY ATTORNEY PPROVED AS TO FORM JAMES;M�IENAAR I ASSISTANT CO NTY ATTORNEY Dte).ames D.Molenaar M911,%Vpod MA—D Molma., a D-te.2922�2004�57�00' Page 3 of 3 2127 DocuSign Envelope ID: A2819EO3-A1A3-49EF-9377-99DE862EF233 Department of ANAGE ;I SERVICES We serve these 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 ("ACS") 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 Spacial 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: 1. 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. II. 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. Ill. 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 2128 DocuSign Envelope ID:A2819EO3-AlA3-49EF-9377-99DE362EF233 Department of ANAGE ;I SERVICES We serve those who serge Florida CONTRACT AMENDMENT NO.: 1 - Renewal Contract No.: 44900000-NASPO-19-ACS Contract Name: Coders and Managed Print Services State of Florida: Contractor: Department of Management Services Canon U.S.A., Inc. DoouSigned by::�� oeuyS,[gnad 0.�Y: f rf.^^(J�" IN.WIiCAI'L( By: 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 2129 0 M 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 T- M TMM TABLE OF CONTENTS q. POV,ALT, EP' l:NTMA.,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 Desailed 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 N M 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 M M 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-18-001 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 d� M 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 L0 M 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) 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 to M 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 aeturer's The list :;wrice or recommended retail ::urice 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 ti th V_ 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 00 M V_ 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 M 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 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 V_ d 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 N d' 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 M d' 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 dq d 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 LO d 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 to d 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 ti d 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 00 d 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) d� 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 AlSegment 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 2 30—49 ............3„.............,,,, ...... .... ......,_................... ......................5.a,, ,fig.............,,,,,,,,,, ......................................., _................................... .................................................................................................._................................................................................................................................................. 4 70-89 5 90— 110 m, .m nrrrrr ---.,,,,,,, �.. 6 111 — 130 ,,, .,,,rrr„m....„..........„....�,,..,,.,...,,,�,rrr,.,,,�,n„rv,,,,m„m„m„m,,.,.rmrmrmrmr............,.,.,,m,.r 7I"","""","I'l""I",""Ill""I""""""Ill""I""""""lI 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 V_ LO V_ 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 N LO V_ 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 M LO V_ 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 dq to V_ 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 LO LO V_ 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 to 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 ti LO V_ 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 00 to V_ 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) 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 0 cfl 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 V_ rfl 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 N to V_ 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 M tG 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 dq cfl 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 Uj to V_ 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 to 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 ti to 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 00 to V- 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) cfl 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 0 ti 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 ti 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 N ti 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 M ti 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 d ti 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 LO ti 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 Sorvii4os RFP-NPF18-i a1".NASPO VOHuePoind Mastar A,graemant Terms and Condit ws,CMS 0 140595 cfl 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 ti ti 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 00 ti 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 ti 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 CD 00 N 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 T- oo TMM 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 N 00 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 M 00 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 dq 00 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 LO 00 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 to 00 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 I- 00 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 10 10 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) 00 V- 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 C) 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 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 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 M 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 d 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 LO 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 to 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 ti 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 00 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 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 0 0 N 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 T- 0 N 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 N O N 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 M O N 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 dq 0 N 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 0 N 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 to 0 N 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 ti 0 CV CV 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 00 0 N 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) 0 CV 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 0 N 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 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 N T_ N 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 M N 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 d N 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 T_ N 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 rfl N 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 ti N 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 00 T_ N 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 N 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 0 N N 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 T_ N N 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 N N N 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 M N N 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 dq N N 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 N N 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 to N N 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 ti N N 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 10 N N 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) N N 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 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Uanon 1-inancial Services Contract# Effective Date: Expiration Date: 9/01/2026 Contract Purpose/Description: Lease agreement for Canon copier Image RUNNER ADVANCE DX C3835i under State contract# Z+Z+0UUUU0-NASP0-19-ACS 140595 at rates of $0.0090 per MY page an per color page. Offmce of Commissioner Rice. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: John Quinn 4464 0MB/Stop#1 (Name) (Ext.) (Department/Stop 4) CONTRACT COSTS Total Dollar Value of Contract: $ $7736.30 Current Year Portion: $ $2391.00 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the tcwl cagla 16vvc agloant is S W0,000 00 of lcss). Budgeted? Yes Q No❑ Grant: $NSA County Match: $NSA Fund/Cost Center/Spend Category: Fund 001 CC_00101 SC_00050 and SC_00147 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES QNO❑ CONTRACT REVIEW Reviewer Date In Department Head Signature: John Quinn D1g1e 202'.10.23 John Quinn Date:2025.10.23 15:52:06-04'00' Malcsky Digitally signed by Angelica Angelica Malcosky Dateu2025.11.10 14 56 16-05'00' County Attorney Signature: Malcsky Digitally signed by Angelica Angelica Malcosky Dateu Risk Management Signature: 2025.11.10 14 56 16-05'00' Malcsky Digitally signed by Angelica Angelica Malcosky Dateo Purchasing Signature: 2025.11.10 14 56 16-05'00' Digitally signed by Angelica Angelica Malcosky Malcosky OMBSignature: Date.2025.11.10 14:56:19-05'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 2230 P ; / � I'II of the keys, inc Proposal for MC BOCC under State Contract# 44000000- NASPO-19-ACS 140595- Commissioner Rice Canon imageRUNNER ADVANCE DX C3835i Ships standard with 200-sheet Single Pass Duplexing Automatic Document Feeder, Envelope Feeder Attachment, 100-sheet stack bypass, 2 x 550-sheet Paper Cassettes, UFRII/PCL/PS Printing, Direct PDF/ XPS Printing, Color Universal Send with PDF High Compression, Encrypted PDF, Digital Signature PDF (Device and User Signature), Trace and Smooth PDF, Searchable PDF/XPS, 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-T/100Base- TX/10Base-T,USB 2.0/3.0 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: Marathon Airport 9400 Overseas Hwy. Ste# 210 Marathon, FL. 33050 Pricing: 48 month state contract 44000000-NASPO-19-ACS 140595 at$199.25 per month. Replaces device on expired state contract# 6000-000-11-1 Options included in pricing: as listed in the attached CFS State Contract Equipment and Services Worksheet Service and Supply Agreement: Zero base maintenance program billed under state contract# 44000000-NASPO-19-ACS 140595 at rates of$0.0090 per B&W page and$0.0620 per color page. ➢ Includes delivery,setup,and connectivity ➢ Onsite customer training ➢ Toner replenishment ➢ Meter service provided through Canon Financial Services ➢ All local supplies,parts,and labor excluding paper and staples ➢ Average 2 hour response time to service priorities Please feel free to contact me with any questions at 305-783-8002 Thanks John Ribble MONROE COUNTY ATTORNEY APPROVED A$TO FORM CHRISTINE LIMBFRT BARROWS SR.ASSISTANT COUNTY ATTORNEY DATE ....10/27125-- Confidential—not to be shared or copied without the prior written consent of Sands of the Keys,Inc PAGE 1 OF 1 2231 \ m \o §ƒ{) § 3 § [ : k ) ( �! ! \\ \\// ///// //// . q \ \ / �\\ \) \ \ . . . . . . . . . . . . / k / ) / oo o \ \ ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) A ® ®y ® ! 3 o +{ 0 2 6 ) ) ; : : Q ! ] f ! E\!© § r ! e ! } !/ k oLu » !{ . . . . . . . . . . . . . . . . c) (L \ k ! / . J ( � § 2 ! ! . \ \ \ \ \ \ \ \ \ \ \ 8888o § .. U . 2 .» z ! 2 ! ; !« : : : : : : : : : : : : : : : : | | ƒ |\ { kU : k ( ; ) � )\ ! ) § E � ( @ ; ) # E § £ § } k \ ))\ ,, ,,,, ,,,,, ,,,,, K ) \\ � l ; ge . . . . . . . . . . . . . § \ f! !oo 2 = { :EE " co \ § r ; »o z !», .. .... ..... .... ) } ! !§ \ \ § !; \ | ® moo - OE ) ){ ( ) ) /] ,, ,,,, ,,,,, ,,,,, , ol ) � � k )} \\ \ \ . . . . . . . . . . . . . \ w } 6 \ - \ ) � / ( ) \; @ § \ § IL o _ u -- ---- dd--- - \ ( L - oum { o ) ) 2 / § ! � § E E E E : w Z {o ) /\ ) { wl _ ) § 2 Page 1 of 1 AC 10/31/2025 CERTIFICATE OF LIABILITY INSURANCE DATE(M11/2025 ,.., 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:W41569291 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 iMMIDDIYYYYJ 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) $ 51000 Y GLD6404741-15 11/01/2025 11/01/2026 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 AWL30101375700 11/01/2025 11/01/2026 (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/M�ANAGEMIENT BY �lG¢4a L'�LBK22 �e1 DATE WAIVER WA RYES 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 m'I Key West, FL 33040 4 * ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2233 SR ID: 28781360 BATCH: 4188680 DATE(MMIDD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 10/28/2025 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 Exf: 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: 25-26Auto 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 INSURANCEAUULbUBK 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 10/08/2025 10/08/2026 BODILY INJURY(Per 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 a Ea�c r DATE 1.4.25 WAIVER NIA 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 2234 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. 2235 LOULU,319 I I airvt sujjry tv,or i i t4-votrzvp;iwr4u D�p,arlriEiit of M MENT ANAGE ;I SERVICES Wo servo Jiose,who serw.,,,Florida Alternate Contract Source (ACS) No. 44000000-NASPO-19-ACS For Copiers and Managed Print:Services This Alternate Contract Source No. 44000000-NASPO-19-ACS for Copidti.-and Managed Print Services (Contract), is between the Department of Management Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way, Tallahassee, FL 32399 and Canon U.S.A., Inc. (Contractor), located at One Canon Park, Melville, NY 11747, collectively referred to herein as the"Parties." WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes: To evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services, and, if it is determined by the Secretary of the Department of Management Services in writing to be cost-effective and the.best value to the state, to enter into a written agreement authorizing an agency to make purchases under such contract; WHEREAS, the State of Colorado through NASPO, competitively procured-copiers and managed print services and executed NASPO ValuePoint Master Agreement No., 140595, Copiers and Managed Print Services (Master Agreement), with the Contractor; and WHEREAS, the Secretary evaluated the Master Agreement and determined that use of the Master Agreement is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Agreement became effective August 8, 2019, and its terry currently ends on December 3,1, 2022. The Master Agreement has two (2) years of renewals available. The Contract will become effective on January 1, 2022 or on the date signed by all Parties, whichever is later. The Contract will expire on December 31, 2022 unless terminated earlier or renewed in accordance with Exhibit 6, Special Contract Conditions. 2. Order of Precedence. This Contract document and the attached exhibits constitute the Contract and the entire understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute the Participating Addendum to the Master Agreement and modify or supplement the terms Page 1 of 3 2236 r—f1VWVVt;W.Or i 1,-t:jr4-OLo I 1-4W%,4-zym i4—Vui r4VCkvur4z, Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services and conditions of the Master, Agreement. All exhibits listed below are incorporated by reference into, and form part of, this Contract. In the event of a conflict, the following order of precedence shall apply: a) This Contract document b) Exhibit A: Additional Special Contract Conditions c) Exhibit B: Special Contract Conditions d) Exhibit C: Price Sheet a) Exhibit D. Master Agreement (including any amendments made prior to the effective date of this Contract and any subsequent amendments added to this Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Agreement, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes, may purchase products and services under this Contract. Any entity making a purchase off of this Contract acknowledges and agrees to be bound by the terms and conditions of this Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Contract. 4. Primary Contacts. Department's Contract 14Manager: Brenelcia Stephens Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Breneicia.stephens@dms.fl.gov Contractor's Contract Manager: Dave Rothauser Canon U.S.A.,, Inc. One Canon Park Melville, NY, 11747 (631) 330-5443 drothauser@cusa.canon.com Page 2 of 3 2237 DocuSign Envelope ID:BF11ASF4-3DI7-4AC2-9Al2-067F20B5DF45 Alternate Contract Source (ACS) No.44000000-NASPO-19-ACS For Copiers and Managed Print Services 5. Modifications. Any amendments to this Contract must be in writing and signed by the Parties. If amendments are made to the Master Agreement after the effective date of this Contract,the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Contract, enter into a written amendment with the Department reflecting the addition of such amendments to this Contract. IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized undersigned officials. CONTRACTOR DE7PAR IMAENT OF MANAGEMENT SERVICES ,--Decu Signed by: r)l Name a'so n6 I d s J. Todd inman Title: svp Secretary 1/31/2022 14:50 PM EST r-. I CZ:A%�z� Data: Date: Digftally signed by Roman Roman Gastesi ''Dat'e":'2'022,04.28 10:04M -04'00' MONROE COUNTY ATTORNEY PPROVED AS TO FORM JAMES;M�IENAAR I ASSISTANT CO NTY ATTORNEY Dte).ames D.Molenaar M911,%Vpod MA—D Molma., a D-te.2922�2004�57�00' Page 3 of 3 2238 DocuSign Envelope ID: A2819EO3-A1A3-49EF-9377-99DE862EF233 Department of ANAGE ;I SERVICES We serve these 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 ("ACS") 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 Spacial 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: 1. 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. II. 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. Ill. 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 2239 DocuSign Envelope ID:A2819EO3-AlA3-49EF-9377-99DE362EF233 Department of ANAGE ;I SERVICES We serve those who serge Florida CONTRACT AMENDMENT NO.: 1 - Renewal Contract No.: 44900000-NASPO-19-ACS Contract Name: Coders and Managed Print Services State of Florida: Contractor: Department of Management Services Canon U.S.A., Inc. DoouSigned by::�� oeuyS,[gnad 0.�Y: f rf.^^(J�" IN.WIiCAI'L( By: 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 2240 V- dq N 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 Page Copiers and Managed Print Services•RFP-NP-18-001,NASPO ValuePoint Master Agreement Terms and Conditions.CMS N 140595 N d' N N TABLE OF CONTENTS q. POV,ALT, EP' l:NTMA.,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 Desailed 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 d' N 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 dq dq N 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 dq N 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 W dq N 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 dq N 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 dq N 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 0) dq N 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 L0 N 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 V_ to N 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 LO N 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 LO N 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 in N 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 LO N 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 LO N 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 LO N 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 in N 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) in N 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 to N 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 cfl N 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 to N 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 to N 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 dq to N 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 to N 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 to to N 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 to N 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 to N 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) to N 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 ti N 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 ti N 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 Iti N 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 ti N 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 d ti N 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 ti N 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 cfl ti N 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 N 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 ti N 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 ti N 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 00 N 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 T_ too N 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 00 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 tb N 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 dq 00 N 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 in 00 N 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 to 00 N 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 00 N 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 00 N 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 0) 00 N 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 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 N N 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 0) N 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 M N 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 CN 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 0) N 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 cfl N 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 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 0) N 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 N 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 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 V- C) M 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 O 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 M C) M 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 dq 0 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 0 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 W 0 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 0 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 0 M 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 0) 0 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 M 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 M 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 M 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 M 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 d M 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 M 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 cfl M 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 M 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 M CV 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 M 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 CV M 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 M 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 N M 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 N M 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 N M 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 M 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 N M 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 N M 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 M 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) N M 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 M M 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 M M 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 M M 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 M M 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 d M M 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 M M 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 cfl M M 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 M M 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 M M 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 M M 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 M 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