HomeMy WebLinkAboutAgreement 04/08/2026 1,M)JIIJ1"'Cai. t_OU11'1'I " t_ )IIIJ &'`°, P011t_"
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under
Contract with: Canon Financial Services, Contract#
Effective Date: 11-15-2025
Expiration Date: 11-14-3030
Contract Purpose/Description:
PW Marathon contract#4410000-24-NASPC-ACS FL 187645 For Canon Financial Services 60-month contract for(1)Canon IRADV DX C3935i Inner Two Way Tray and Cassette Feeding Unll for 60 months at$189.06 per month-PO for FY26 12/01/2025-09I3012026
&Estimated Reader Meter Usage-for internal billing only
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: John T. Null 8036 null-john@monroecounty-fl.gov
(Name) (Ext.) Email Address
CONTRACT COSTS
Total Dollar Value of Contract: $ 11343.60 Current Year Portion: $ 1680.72
(must be$100,000 or less) (If multiyear agreement then
requires BOCC approval,
unless the;�rda 1 r,e,1 o
Budgeted?Yes❑✓ No❑
Grant: $ County Match: $
Fund/Cost Center/Spend Category: CC 20501-SC 00050 ($1323.42)&00147($357.30)
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.)
Insurance Required: YES ❑ NO 0
CONTRACT REVIEW
Reviewer
Department/Office Director/ Signature: William Desantis
Assistant Director
Joseph X. DiNovo Digitally signed by Joseph X.Move
ose
County Attorney Signature: p Data:2026.04.01 10:26:21-04'00'
Jaclyn Flatt Digitally signed by Jaclyn Flatt
Risk Management Signature: y Date:2026.04.0112:43:18-04'00'
Julie E. Cuneo Digitally signed by Julie E.Cuneo
Purchasing Signature: Date:2026.04.01 14:48:53-04'00'
(email contracts @monroecounty-fl.gov)
Angelica Malcosk Digitallys6.04.0ned y803 a04'00'ky
OMB Signature: 9 Y Dale:2026.04.0208:03:48-04'00'
(email OMB@monroecounty-fl.gov)
Comments:
Revised BOCC 11/12/2025
I 1 asa rl 8 8 8;) )0 2,fir 91 P `N f' rc:
DEALER COMPLIANCE AGREEMENT
FOR
NASPO ValuePoint#187646
State of Florida #44100000-24-NASPO-ACS
Dated: 01/02/2025 (the"Effective Date")
To confirm your agreement to the terms and conditions set forth below, please sign and email the signed copy to
is ida min .cusa.canon.com. This Agreement and your eligibility for participation in the NASPO ValuePoint Program
for the above-referenced State, under the terms and subject to the conditions of this Agreement, when entered into by
you shall be effective as of the Effective Date.
Canon U.S.A., Inc. ("Canon") Dealer Name: Sands of the Keys
One Canon Park Dealer Principal: George H. Sands
Melville, NY 11747 Address: 86490 Overseas Hwy
City, State, Zip Code: Islamorada, FL 33036
Dealer Code: S227
State: Florida
State Contracting Agency: Department of Management Services
State Participating Addendum: #44100000-24-NASPO-ACS
Canon is the contract holder on the NASPO ValuePoint Master Agreement(Contract Number 187646) lead by the State
of Colorado for Copiers and Managed Print Services (the "NASPO Master Agreement") and the State Participating
Addendum referenced above (the "State Participating Addendum" and, collectively with the NASPO Master
Agreement, the "State NASPO Contract"). Canon will send to Dealer via e-mail a copy of the State Participating
Addendum as currently in effect, as well as a link to the complete State NASPO Contract on the NASPO ValuePoint
website and/or Canon's Partner Portal.
Canon is willing to appoint the above-named Canon authorized dealer("Dealer") to supply products and services under
the State NASPO Contract to eligible Purchasing Entities thereunder, subject to the terms of this Agreement.
1. NASPO ValuePoint Program: By entering into this Agreement, Dealer agrees to participate in the NASPO
ValuePoint Program as implemented in the above-referenced State pursuant to the State NASPO Contract (the
"NASPO ValuePoint Program"), and to supply Products and Services (as hereinafter defined), on and subject
to the terms and conditions of the State NASPO Contract and this Agreement, to each Purchasing Entity (as
hereinafter defined) which desires to procure Products and Services from Dealer under the State NASPO
Contract. Supply of Products (by purchase or lease) and Services to Purchasing Entities shall be by the
Purchasing Entity's purchase order (and in the case of any Purchasing Entities that are State Agencies, the
purchase order form which is attached to the State Participating Addendum) (collectively, "Purchase Orders").
Dealer and its Purchasing Entity may agree to terms and conditions which modify or supplement terms and
conditions of the State NASPO Contract, but Dealer shall not agree to any terms or conditions modifying or
supplementing terms and conditions of the State NASPO Contract if such modified or supplemental terms
conflict with any of the provisions of the State NASPO Contract (unless such conflicting provisions are more
favorable to the Purchasing Entity). Terms and conditions inconsistent with, contrary or in addition to the terms
and conditions of the State Participating Addendum may not be added or incorporated into the Purchase Orders
by any subsequent Purchase Orders or otherwise.
1
Dealer's participation in the NASPO ValuePoint Program is subject in all respects to the terms and conditions of
this Agreement and, as provided herein, to the terms and conditions of the State NASPO Contract applicable to
Dealer's activities under the NASPO ValuePoint Program. Dealer's participation in the NASPO ValuePoint
Program, including order processing, deliveries, installations, invoicing and collection of monies, and other
related and incidental activities necessary or desirable for its participation in the NASPO ValuePoint program,
shall be at its sole risk, cost and expense, except as otherwise expressly provided in this Agreement.
This Agreement shall automatically terminate at such time as the State NASPO Contract expires or is
terminated, but obligations incurred by Dealer hereunder to Canon or to Purchasing Entities who procured
products or services under the NASPO ValuePoint Program shall survive such expiration or termination. The
State NASPO Contract replaces a previous group purchasing contract between Canon and NASPO (Master
Agreement #140595); even if Dealer participated in the previous NASPO contract through a previous Dealer
Compliance Agreement, Dealer is not eligible to participate in the new NASPO ValuePoint Program under the
State NASPO Contract unless and until it enters into this Agreement.
2. Scope. Eligibility and Pricina:
a. Covered Products and Services. Current lists of products and services covered under the State
NASPO Contract(respectively, "Products" and "Services")will be available on Canon's Partner Portal.
Dealer may sell to eligible Purchasing Entities under the State NASPO Contract any or all Products and
Services which it is authorized to sell under Dealer's dealer agreements with Canon. To the extent that
Dealer receives Purchase Orders under the State NASPO Contract for any Products and Services
which it is not authorized to sell under its dealer agreements with Canon, Dealer shall refer each such
Purchase Order to Canon immediately upon receipt.
b. Purchasing Entities. Customers eligible to procure products and services using the State NASPO
Contract ("Purchasing Entities") are the above-referenced State, its counties, districts and other
political subdivisions, and other entities as may be specified in, but subject to the requirements of, the
State Participating Addendum. Even if a prospective customer is eligible as a Purchasing Entity to
make procurements under the State NASPO Contract, any sale of Products and Services to such
customer shall be subject to the terms and conditions of this Agreement only if Dealer and the customer
have agreed that the sale shall be under and subject to the terms and conditions of the State NASPO
Contract.
c. Pricing and Price Quotes. The State NASPO Contract establishes charges and fees to Purchasing
Entities for all Products and Services. Current charges and fees for Products and Services under the
State NASPO Contract will at all times be available to Dealer on Canon's Partner Portal. Dealer shall
not quote to a prospective Purchasing Entity or charge to a Purchasing Entity prices (including lease
rate factors) which exceed the then-current prices for the Products and Services under the State
NASPO Contract, but these are "not to exceed" prices and Dealer shall have the right to quote or
charge lower prices in its discretion.
d. Leasing. Leasing is permitted under the NASPO Master Agreement subject to the State Participating
Addendum. Leasing can be provided by Dealer to Purchasing Entities through Canon Financial
Services, Inc. ("CFS"), subject to such credit approval and other requirements as it may establish from
time to time. Payments to Dealer for Products leased under the State NASPO Contract through CFS,
and other terms and conditions applicable to leasing under the State NASPO Contract through CFS,
shall be pursuant and subject to such terms and conditions as CFS or Canon may establish from time
to time for the NASPO ValuePoint Program, and to the extent not consistent therewith such terms and
conditions as are generally applicable to leasing provided by CFS to Dealer as a Canon authorized
dealer. The pricing available on Canon's Partner Portal will specify the then-current lease rate factors at
which leasing of Products under the State NASPO Contract will be available through CFS (i.e., the
monthly rental amount payable for a lease shall be the Product purchase price multiplied by the then-
current lease rate factor applicable to the lease's lease term). Subject to Canon's prior written approval,
leasing through Dealer's wholly owned finance organization may be permitted under the State NASPO
Contract; provided that (i) any such leasing must be in full compliance with the terms and conditions of
2
the State NASPO Contract, including all applicable terms in the Canon Lease Agreement attached to the
NASPO Master Agreement as Attachment 1, (ii) the lease rate factor used for any such leasing shall not
exceed the then-current CFS lease rate factor for leasing through CFS under the State NASPO
Contract; and (iii) for any such non-CFS leasing to be used by Dealer, a Purchasing Entity shall issue a
PO in lieu of a lease agreement and reference the type of lease or rental (FMV Lease, Straight Lease,
Capital Lease) on the PO.
e. Administrative Fee. The NASPO Master Agreement requires an Administrative Fee of 0.25% to be
paid by Canon to the NASPO Cooperative Purchasing Organization, and an additional Administrative
Fee of 1% to be paid by Canon to the above-referenced State for Cooperative Purchasing members, on
all sales made by Dealer under the State Participating Addendum. Products supplied to Purchasing
Entities by leasing (whether through CFS or otherwise) are deemed to be sales for purposes of the
Administrative Fee, with the Administrative Fee based on the full purchase price used by Dealer to
calculate the rental amounts of each lease. The Dealer's charges and fees to Purchasing Entities for
Products and Services under the State NASPO Contract shall be inclusive of all Administrative Fees,
and no offer or invoice to a Purchasing Entity shall separately list or otherwise disclose the amount of
the Administrative Fee. Administrative Fees are payable on a calendar monthly basis. Dealer shall be
required to pay to Canon the full amount of such Administrative Fees on all sales by it of Products and
Services, but Canon may elect from time to time in its discretion, in order to support sales by Dealers
under the NASPO ValuePoint Program, to require Dealer to pay to Canon only a portion of such
Administrative Fee. Under the #187646 NASPO Agreement, Administrative Fees on Services may be
defined as either "Life Cycle Service and Supplies" service spend, or "Usage Based Service and
Supplies" service spend, depending on the type of Product sold. Dealers should review Section 5.2 of
the NASPO ValuePoint Master Agreement and the Canon provided contract documentation for further
guidance on the application of the Administrative Fee.
f. Service Requirements. The State NASPO Contract sets forth certain minimum service requirements
related to the Products and Services. In its performance of Services, Dealer shall comply with all such
service requirements as detailed in the State NASPO Contract. Dealers and Purchasing Entities may
agree to additional or supplemental SLAs and other service requirements related to the Products and
Services, provided they are no less favorable to Purchasing Entity than those service requirements set
forth in the State NASPO Contract.
3. Dealer Responsibilities - General: Dealer agrees to abide by all terms and conditions of the State NASPO
Contract to the extent applicable to its supply of Products and Services by sales (including leasing in the case of
Products) to Purchasing Entities under the State NASPO Contract, including all order processing, deliveries,
installations, invoicing and collection of monies for purposes of or in connection with such supply of Products
and Services, and all necessary or desirable related and incidental activities. In the event of conflict between
the NASPO Master Agreement and the State Participating Addendum, the terms and conditions of the State
Participating Addendum shall govern. Without in any way limiting the generality of the foregoing, Dealer shall
not in any way act or fail to act so as to cause Canon to be in default of its obligations under the State NASPO
Contract. Dealer also agrees to perform and comply with its obligations as stated in this Agreement, but such
obligations as stated herein are subject in all respects to the provisions of the State NASPO Contract, and in the
event of any conflict between obligations as stated in this Agreement and in the State NASPO Contract, the
obligations as stated in the State NASPO Contract shall govern. In addition to the requirements of the State
NASPO Contract, Dealer shall also comply with any terms that it has agreed to with each Purchasing Entity (in
a Purchase Order or otherwise) that modify or supplement the terms and conditions of the State NASPO
Contract.
Dealer is not an assignee of any of Canon's rights under the State NASPO Contract except as expressly
provided in this Agreement. Canon will retain responsibility for all obligations under the State NASPO Contract
relating to the overall management and administration of the State NASPO Contract, including without limitation
all reporting to and other communications with NASPO Cooperative Purchasing Organization and the State
Contracting Agency referenced above. Dealer will assist Canon in the resolution of any issues under the State
NASPO Contract with any Purchasing Entity or with NASPO Cooperative Purchasing Organization or the State
J
Contracting Agency referenced above, as requested by Canon. Canon reserves the right to supervise and
review all aspects of Dealer's performance under the State NASPO Contract. Any fees, penalties or liquidated
damages assessed against Canon by NASPO ValuePoint or a Purchasing Entity under the State NASPO
Contract as a result of Dealer's, or its representative's, agent's or subcontractor's, acts or omissions will be
Dealer's responsibility to pay, credit or cure.
4. State NASPO Contract Period: The initial term of the State NASPO Contract is effective through July 31,
2026. Canon will notify Dealer of extensions of the term of the State NASPO Contract, and Dealer agrees that
this Agreement shall continue to apply through all such extensions.
5. Dealer Responsibilities—State Specific: Without in any way limiting the generality of Section 3 above, or the
other provisions of this Agreement, Dealer acknowledges, and agrees that it will comply with, the requirements
specific to State Participating Addendum, including without limitation those listed in Exhibit A hereto.
6. Confidentiality:
a) Dealer shall comply with all confidentiality obligations of, and restrictions on use of, information of
applicable entities set forth in the State NASPO Contract as being applicable to Canon, or to Canon's
resellers or dealers under the State NASPO Contract.
b) Canon may, in its sole discretion, elect to share sales leads with Dealer related to the NASPO
ValuePoint Contract. If so, Dealer acknowledges that such sales leads are Canon confidential
information and may only be used by Dealer for purposes of Dealer's sales of Canon brand equipment
under this Agreement.
7. Indemnification; Lease Recourse Liability: Dealer agrees to indemnify and hold Canon free and harmless
from any loss, damage or cost, including legal expenses and reasonable counsel fees, resulting from any
Purchasing Entities or other third party claims against Canon (including without limitation for death, injury, or
damage to property) by reason of, arising out of, or relating to, (i) Dealer's failure to comply with its contractual
obligations under this Agreement, and (ii) any Purchase Orders solicited, originated or accepted by Dealer
pursuant to the State NASPO Contract, including without limitation claims resulting from any actual or alleged
acts or omissions of Dealer or of Dealer's employees, representatives, or agents, or performance or non-
performance of any obligations under the Purchase Orders (whether those obligations are incurred in
accordance with the terms of the State NASPO Contract or are supplemental thereto). Canon shall use
reasonable efforts to give Dealer prompt written notice of any such claim, but Canon's failure to do so shall not
to any extent relieve Dealer of its indemnification obligations hereunder.
Dealer acknowledges that for all leasing through CFS under the State NASPO Contract, CFS will have the right
under certain circumstances to full reimbursement from Canon of all lease rental payments to the extent not
received by CFS from Purchasing Entities, including in the event that the leases are terminated, or the
Purchasing Entities cease payments thereunder, prior to the expiration of the stated lease term for any reason
whatsoever. Dealer shall promptly reimburse Canon for the full amount of any such reimbursement owed to
CFS as a result of any such non-receipt, whether or not such non-receipt is attributable to any act or omission
of Dealer, such as early termination of the lease. Notwithstanding the foregoing, CFS' and Canon's policy is to
exclude reimbursement only in the case of early termination due to non-appropriation, but application of this
policy will be made by CFS and Canon on a case-by-case basis in their sole discretion.
8. Product Purchases: Credit support from Canon for Products purchased by Dealer through Canon's Dealer
Sales Division and re-sold by it to Purchasing Entities through the NASPO ValuePoint Program, if any, will be
through the Canon Strategic Marketing Plan (CSMP) system. Dealer will file claims for credit support (each a
"Claim") through the CSMP system. Claims must include a copy of the Purchasing Entity's unaltered purchase
order(s) showing State NASPO Contract number and a copy of Dealer's unaltered invoice to the Purchasing
Entity or in the case of leases to CFS, or if this is not available the Claim must include such State NASPO
Contract Acknowledgement Form signed by the Purchasing Entity as Canon may require. All Claims must be
submitted within 30 days of Product installation. Credit will be issued by Canon's Regional Administration to
Dealer according to the Canon Strategic Account Plan NASPO ValuePoint Credit List.
4
9. Additional Dealer Reauirements:
In connection with fulfilling its obligations under the State NASPO Contract and this Agreement, and without
limitation of any of its other obligations under this Agreement, Dealer agrees to:
a. Provide superior service to all Purchasing Entities.
b. Maintain good standing with the above-referenced State and any agencies necessary to do business in
the above-referenced State.
c. With respect to equipment leasing through CFS, upon expiration of the lease term or cancellation,
Dealer shall notify and coordinate with CFS regarding any outstanding Purchasing Entity lease
payments, the timing for equipment de-installation and shipment, or any other end-of-lease actions that
are necessary. Dealer is responsible for the de-installation and shipping of such equipment to the
location designated by CFS, including all associated costs.
d. Perform all services related to the cleaning, purging, or destruction of hard drive data on Canon
equipment in accordance with the provisions of the State NASPO Contract consistent with the
directions of the Purchasing Entity.
e. Secure from Canon prior approval for the release of any information that pertains to the potential work
or activities covered by the State NASPO Contract. Dealer shall not make any representations of the
opinion or position of NASPO Cooperative Purchasing Organization as to the quality or effectiveness of
the Products or Services without prior written consent.
f. During the term of this Agreement and for so long as any of its Purchase Orders remain in effect,
maintain in full force and effect insurance as required to be maintained by Canon under the NASPO
Master Agreement and, if so provided therein for Canon and/or its resellers or dealers, under the State
Participating Addendum, and shall comply with all requirements set forth in the NASPO Master
Agreement and, if applicable, in the State Participating Addendum relating to such insurance.
g. Conduct account review meetings as required by the Purchasing Entity pursuant to the State NASPO
Contract.
h. Regarding this Agreement, Dealer must:
(1) Provide a dedicated contact person responsible for all administrative and reporting
deliverables. Dealer must provide name, title, phone, and email:
Name: Marti Mincer Title: Administrator
Phone: 305-852-4378 Email: admn1@sandsofthekeys.com
(2) Provide a dedicated contact person responsible for all sales leads and bid opportunities.
Dealer must provide name, title, phone, and email:
Name: John Ribble Title: Sales Associate
Phone: 305-783-8002 Email: john@sandsofthekeys.com
10. Monthly Reports: In order for Canon to meet the State NASPO Contract's requirement to submit a monthly
report of Products and Services sales and leasing, and Dealer must provide Canon with a report of such sales
and leasing under the State NASPO Contract by the 5t" calendar day (or, if not a business day, the next
succeeding business day) of the month for the previous month. Even if there have been no sales during the
5
reporting quarter, Dealer must still submit a report to indicate zero sales received. Such reports shall include all
information required for Canon to comply with its reporting obligations to NASPO Cooperative Purchasing
Organization under the NASPO Master Agreement and to the State Contracting Agency referenced above
under the State Participating Addendum. Failure to comply with the provisions of this Section may lead to
chargebacks of credits that may have been provided under any available Canon programs for the NASPO
ValuePoint Program, and/or reimbursement to Canon of any penalties charged to Canon and/or termination of
this Agreement. Canon shall have the right, and Purchasing Entities, NASPO Cooperative Purchasing
Organization and the other entities referred to in the State NASPO Contract shall have the right to audit
Dealer's books and records to the same extent that such entities have the right under the State NASPO
Contract or under applicable law to audit Canon's books and records. Monthly reports must be sent to the
Compliance team's shared mailbox (currently, BISG_DealerReport_Govt@cusa.canon.com) to verify. Canon
will notify Dealer of any new reporting instructions related to the monthly reports or for website entry, if
available. Dealer agrees to provide to Canon the required performance reporting on a monthly basis using the
template supplied for this purpose by Canon to Dealer; such template may be revised by Canon from time to
time.
11. Termination: Either Canon or Dealer may terminate this Agreement, in whole or in part, at any time for any
reason upon thirty (30) days' written notice to the other party. This Agreement shall also be automatically
terminated in the event that the State NASPO Contract is terminated for any reason whatsoever. Termination of
this Agreement shall not affect Dealer's obligations hereunder prior to the date of termination and to Purchasing
Entities under orders for Products or Services entered into prior to the date of termination, all of which shall
survive and shall continue to be governed by the terms and conditions of this Agreement.
12. Choice of Law, Jurisdiction and Venue: This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its conflict of laws principles. Dealer agrees that any
and all actions, suits or other legal proceedings arising under this Agreement, and regardless of legal theory,
may be brought by Dealer against Canon only in a state or federal court situated within the County of New York,
State of New York, and Dealer consents to the exclusive jurisdiction of such courts in any such legal
proceeding.
13. Assianment and Subcontracting; Entire Agreement: Etc.: Dealer may not assign any of its rights or
obligations hereunder without the prior written consent of Canon, which consent may be withheld in its sole
discretion, and any such purported assignment without such consent shall be void and of no force or effect.
Assignment or subcontracting of any of Dealer's rights or obligations under the State NASPO Contract,
including assignment or subcontracting regarding a certain Purchase Order, shall be permitted only if and as
provided in the State NASPO Contract. In many cases such Dealer assignment will require a State's prior
written consent. This Agreement constitutes the entire agreement concerning its subject matter, superseding all
previous proposals, oral or written, but shall in no event be construed as limiting or otherwise modifying any of
Dealer's obligations under its dealer agreements with Canon. This Agreement will not be modified or amended
unless in writing without express written authorization from Canon. In the event of a conflict between these
dealer agreements and this Agreement, the terms of this Agreement will prevail with respect to Dealer's
participation in the NASPO ValuePoint Program.
IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized representative of Dealer as of
the date specified below effective as of the Effective Date.
Joseph X. Digitally signed by Joseph
Dealer: Sands of the Keys, Inc. p X.DiNovo
D i N ova Date:2026.04.01
„ti rd,�f.�:li . �LY6 10:49:26-04'00'
X 0011 u l . �-
n .ii.
Authorized Dealer Official Signature
George H. Sands 01/02/2025
Printed Name Date
6
EXHIBIT A
to Dealer Compliance Agreement
STATE PARTICIPATING ADDENDUM REQUIREMENTS
1. Dealer understands that Canon's approval is required in order to offer financing through Dealer's wholly owned
finance organization, and not use CFS. Dealer agrees to place a request with their TSE and await Canon's
approval through the Contract team prior to offering financing through Dealer's wholly owned finance
organization on any leases.
2. All POs must be submitted to Canon U.S.A., Inc. Dealer agrees that all sales solicited under the contract will be
routed properly to Canon U.S.A., Inc. per the contract requirements.
3. All customer payments must be sent directly to Canon U.S.A., Inc. Dealer understands and agrees that Dealer
cannot invoice customers under this contract.
7
�uumum uuuumuuuu"'I I�IIII �m uuuuur V�I uu uu � uuuuu� m'uW �um���ii �����uV
iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillillillillilillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillillI
IIIIII ��IIII IiouV II uuuu 8 i���������1�1111111111111 ���� „����w IIII ���������1 uuuuuuuu III uuuu uuu uuuu uuu Vli�,m i ���
�IIIIII uu ��� ' lu i���
uu uu101 uuuuum "
Final Audit Report 2025-01-02
Created: 2025-01-02
By: John Ribble Qohn.ribble@gmail.com)
Status: Signed
Transaction ID: CBJCHBCAABAAEOb2SW-1BINfFkCM1PUIQTZONOP0OGHf
"NASPO AN187646 Florida DCA 12. 15.2024" History
" m) Document created by John Ribble Qohn.ribble@gmail.com)
2025-01-02-7:24:26 PM GMT-IP address:71.226.21.4
Document emailed to George H. Sands (gsands8@yahoo.com)for signature
2025-01-02-7:24:30 PM GMT
Email viewed by George H. Sands (gsands8@yahoo.com)
2025-01-02-8:47:00 PM GMT-IP address:69.147.86.138
Document e-signed by George H. Sands (gsands8@yahoo.com)
Signature Date:2025-01-02-8:48:13 PM GMT-Time Source:server-IP address: 173.9.136.206
Agreement completed.
2025-01-02-8:48:13 PM GMT
Adobe acrobat Sign
Cain on
i
Contract Profile
Florida - NASPO ValuePoint #187646 State Contract #44100000-24-NASPO-ACS
y
Hybrid 2.0
Contract Model Purchase through CUSA
Leasing through CFS(invoice as CUSA-"blind billing")
Contract Title NASPO ValuePoint-Multi-Function Devices And Related Software, Services,And Cloud Solutions
Effective Period December 15, 2024-July 31, 2026
Number of Renewal Options Three(3) - One(1)Year Renewals
-Florida State agencies
-State universities&colleges,their boards of trustees, and board of governors
Eligible Users -Political subdivisions including counties, cities,towns, villages and districts
-School districts
-Independent non-profit colleges/universities in FL accredited by the Southern Association of Colleges and Schools
Agreement Type Multiple award
i.e. Single Source/Multiple Award
Other Contract Holders Please refer to NASPO contract website for updated contract holders for the State of Florida
httgs-.//naspovaluepoint.ora/portfolio/multi-function-devices-and-related-so are-services-and-cloud-solutions/
Group A—MFD,A3
Group B—MFD,A4
Group C—Production Equipment
Group D—Single-function Printers
Group E—Large/Wide Format Equipment
Group F—Scanners
Group G—Software
Products Group H—Consumable Supplies
Group I -Managed Print Services(MPS)
Sub-Group G1 —Software Related Services
Sub-Group C1 —Standalone Production Devices
Sub-Group C2—Industrial Print Equipment
Sub-Group D1 —Specialty Printers
Accessories for Discontinued Base Units
Maintenance Services for new, remanufactured, refurbished, and legacy devices
Software/Third Party Solutions eCopy/uniFLOW/PRISMA/Netaphor/Therefore/IRIS and all associated software that goes with the product
listed above. See Price Sheet.
Open market items, or"Not Specifically Priced"(NSP)items can be sod to compliment or enhance the
products/services being sold under the contract. NSP items may be offered to a Purchasing Entity as a stand-alone
option. NSP items cannot include:
i)Interactive White boards;
ii)Computers, monitors, or other related items;
Not Specifically Priced(NSP)Open iii) Fax machines;
Market Items iv)Overhead Projectors; and
v)Cameras.
-15%off MSRP discount minimum
-The maximum allowable amount of all NSP items in a single Order shall be determined by the Purchasing
Entity.
Customers may purchase remanufactured equipment but it must be priced according to the minimum discount offered
Remanufactured Equipment for similar equipment in the applicable group. Quote to customer must specify that the equipment offered is
remanufactured, and equipment must be labeled as such.
No trial/demo shall exceed thirty(30)calendar days
Trials/Demo equipment Trial/demo equipment may be new or used, however NO used, remanufactured, or refurbished devices shall be
converted to a purchase or lease.
Customers may purchase/lease showroom equipment at their own discretion and based on the following conditions:
Showroom equipment 1)Group A/B devices do not exceed 10,000 copies total
2)Group C devices do not exceed 50,000 copies total
3) Device must be discounted AT LEAST 5%off master agreement pricing
4) PO must indicate device is a showroom model
Warranty Without a maintenance plan-Standard product warranty applies
With a maintenance plan-Maintenance starts day 1 and runs parallel to warranty
Products will be added/removed over the course of the contract with approval from the NASPO Lead State(CO).
Product Should a device become discontinued or inventory depleted, etc. please reach out to your TSEs for assistance and/or
Substitutions/Discontinuations status of product approval.
No substitutions of non-contract items are allowed.
Dealer must facilitate the electronic wiping of Customer hard drives at the end of term at no additional cost.
Hard Drive Erase/Destruction Additional security options such as HDD Replacement service may be offered at a cost that does not exceed Canon's
published contract price.
Purchase
Acquisition Plan(s)- Straight lease
Purchase/Lease/Rental/CPC FMV lease
$1 Buyout lease(Title to transfer to customer at the end of lease w/no additional charge)
Pricing Model Not to Exceed Pricing
No Maintenance Agreement shall be subject to automatic renewals.
Zero base CPC WITH supplies
Zero base CPC WITHOUT supplies
Maintenance Plan(s) Base+overage CPC WITH supplies
Flat Monthly plans WITHOUT supplies
Blended rates are now available for Service/Supply costs over a large equipment fleet
11x17 impressions may now be counted as two(2)clicks
Legacy maintenance can now be offered on equipment that is owned/leased/rented through the previous 4140595
contract or via any other means
Legacy Maintenance Dealers may inspect equipment that did not have a maintenance plan or was previously serviced by another dealer
and charge for parts and/or labor to bring the device up to acceptable maintenance levels.
Devices at customer location <5 years-Pricing is determined by the applicable Group/Segment
Devices at customer location >5 years-Pricing shall not exceed 120%of the applicable Group/Segment pricing
Plans are available with-or-without supplies.
Supplies-Toner/Staples/Paper Supply inclusive plans include OEM toner.
Staples may be added for an additional uplift or purchased separately as needed.
Paper must be purchased separately.
Canon pays a 1.25%admin fee on all contract sales each quarter(.25% NASPO fee+ 1.0% Florida fee).
Canon reserves the right to charge back dealers based on their sales&service under the contract.
Under the#187646 NASPO Agreement,Administrative Fees on Services may be defined as either"Life Cycle Service
and Supplies"service spend, or"Usage Based Service and Supplies"service spend, depending on the type of
Product sold.
Canon intends to report a large majority of service as"Life Cycle Service and Supplies"spend. Rather than requiring
Contract Fee/Frequency dealers to report individual devices'meter reads, instead the service will be estimated as a 1:1 ratio with the
equipment price. Ex. a$5,000 MFP will be reported as a contract sale with$5,000 in service reported one time
upfront.
Canon will also report select products/services as"Usage Based Service and Supplies"spend.This will apply to
certain items where clicks are required for reporting, or items with fixed service pricing. Some examples include:
-All inclusive CPC programs
-MPS programs&Professional services
-Products where service is through eCarePAK rather than click charges(Printers/Scanners/LFP)
All purchase orders shall include:
1) Florida Statewide Contract Number:44100000-24-NASPO-ACS
2) NASPO ValuePoint Contract Number: 187646
3)Customer contact&shipping info
An itemized is oft the equipment sold /detailed configuration as well as equipment/maintenance pricing is
necessary in order to verify contract compliance
All Orders written out to:
Canon .S.A®,Inc.
4100 N. Fairfax Dr.Suite 20
Arlington VA, 2223
Purchase Order Requirements
Make sure the customer knows to include the Servicing Dealer's name on the PO
Purchase Remit
Canon .S.A®,Inc.
PO Box 841023
Dallas,TX 75284-123
Lease Remit(P s for lease should include this info)
Canon .S.A®,Inc.
14904 Collections Center Dr.
Chicago,IL 60693
Purchases sent to the qmd oovernment orders0bcusa.canon.com for processino.
All invoicing will be done either directly through CUSA or CFS(invoicing as CUSA) Remit Addresses will read as
follows:
Purchase w/Maintenance&Maintenance Only
Canon U.S.A., Inc.
PO Box 841023
Dallas, TX 75284
Lease w/Maintenance
Invoicing/Billing Requirements Canon U.S.A., Inc.
14904 Collections Center Dr.
Chicago, IL 60693
1)Contract Administrative Fees cannot be separate from Contract pricing on any Price List,quote, or order document.
2)Contract Adminstrative Fees cannot be a separate line item, or referenced in any way on customer invoices.
3)Customer Bill To Names must be the actual name provided in the customer Purchase Order instructions. Must be
the name of the Purchasing Entity and not the name of the State
Dealer may charge customers a re-stocking fee for any products that are not accepted.The amount of the fee shall be
the lesser of 10%of the purchase price, or$200.
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
Purchase Methods Accepted(PO, PO/P-card/etc.
Credit Card Electronic
Payment Term Net 30
Dealer must provide Canon with a report of sales and leasing under the NASPO ValuePoint State of Florida contract
by the 5th day of the month for the previous month. Even if there have been no sales during the reporting quarter,
dealer must still submit a report to indicate zero sales received. Such reports shall include all information required for
Canon to comply with its reporting obligations to NASPO ValuePoint State of Florida under the Contract. Failure to
comply may lead to chargebacks of credits that may have been provided under any available Canon programs for the
NASPO ValuePoint State of Florida Contract, and/or reimbursement to Canon of any penalties charged to Canon
and/or termination of this Agreement. Each of Canon and NASPO ValuePoint State of Florida shall have the right to
Sales Reports audit Dealer's books and records to the same extent that NASPO ValuePoint State of Florida has the right under the
Contract to audit Canon's books and records. Monthly reports must be sent directly to the Compliance team at
BISG—DealerReport—Govt@cusa.canon.com. Canon will notify Dealer of any new reporting instructions related to
the monthly reports or for website entry, if available. Dealer agrees to provide to Canon the required performance
reporting on a monthly basis using the template supplied for this purpose by Canon to Dealer; such template may be
revised by Canon from time to time.
Please note the Admin Fee section above.Due to the change in how admin fees work under the new NASPO
Master Agreement, reporting requirements have changed.
IN
CUSA Authorized Leasing Partner Canon Financial Services ONLY(CFS to invoice in CUSA's name)
Except in the case of Non-appropriation of funds, leases are subject to an early termination charge.
Cancellation Terms/Penalties The termination charge to the customer shall not exceed the balance of remaining lease payments and with respect to
service/maintenance obligations, may not exceed four(4)months of the service and supply base charge or 25% of the
remaining maintenance agreement term,whichever is less.
'THERE ARE NO AUTOMATIC AS ALLOWED UNDER NASPO 18746***
CFS/Dealer must notify the customer 60-90 days prior tot the end of any initial lease ter
Straight Lease
-Renew month to month OR 12-month basis
-Return equipment
End of Term Options FMV Lease
-Purchase
-Renew month to month OR 12-month basis
-Return equipment
$1 Buyout Lease
-CFS to provide title to customer at the end of lease w/no additional charge
Equipment Trade-In Dealers may negotiate existing equipment trade-in value with customers when placing a new purchase or lease order.
Dealers may offer Customers the option to upgrade/downgrade equipment at any time throughout the term of a lease.
Upgrade/Downgrade Terms Dealer and Customer to negotiate the price but at no time shall the cost of the upgrade/downgrade be less than the
remaining stream of payments
Straight Lease-No
Customer Purchase within Term FMV Lease-Yes
$1 Buyout Lease-Yes
Customer Purchase at the end of Straight Lease-No
Lease FMV Lease-Yes
$1 Buyout Lease-N/A(Title to transfer to customer at the end of lease w/no additional charge)
—THERE ARE NO AUTOMATIC E E A S ALLOWED UNDER AS #167 46—
C S/Dealer must notify the customer 60-90 days prior tot the end of any initial lease ter
Lease renewal after lease term Straight Lease-Month to month or 12-month basis-each renewal period shall not exceed 12 months
FMV Lease-Month to month or 12-month basis-each renewal period shall not exceed 12 months
$1 Buyout Lease-N/A(Title to transfer to customer at the end of lease w/no additional charge)
With respect to equipment leasing through CFS, upon expiration of the lease term or cancellation, Dealer shall notify
and coordinate with CFS regarding any outstanding Purchasing Entity lease payments, the timing for equipment de-
installation and shipment, or any other end-of-lease actions that are necessary. Dealer is responsible for the de-
Equipment Return at EOL installation and shipping of such equipment to the location designated by CFS, including all associated costs.
Dealer shall ensure that all hard drive data is cleansed and purged from the device prior to it leaving the
customer's possession
Risk of Loss ROL transfers from Contractor to the customer upon acceptance of equipment. Customers are expected to complete
a Delivery&Acceptance form, however equipment is assumed to be accepted if not received within five(5)days.
SERVICE PERFORMANCE REQUIREMENTS
F.O.B. Destination
Pricing includes shipping, delivery&installation
Delivery&Install Excess installation requirements may be an additional charge.Charges must be quoted to the customer and based on
actual expenditures. Examples include:
-Rigging
-Access alterations
-Access to non-ground floors via stairs
-Pricing includes On-site initial training(1-hour)for all non-desktop products
Training -For drop-shipped/desktop products,training can be web-based
-Additional/Advanced training may be an additional charge
Dealer may provide an electronic method for providing periodic meter readings.They can also be submitted via online
portal, email,fax, or through the device if available, and at the Purchasing Entity's request.
Meter Collection Dealer may estimate meter reads if Purchasing Entity fails to submit the required info within the specified time frame.
11x17 impressions may now be counted as two(2)clicks
Phone support
Within two(2)hours of customer request
Response Time On-site support
Within 60 miles - 4-6 hours
60- 120 miles - 1-2 Business Days
120+miles(or only accessible by plane or boat) - 4-5 Business Days
Service Performance Devices under 91ppm - 96%uptime
(Uptime/Downtime) Devices over 91 ppm - 90%uptime
All devices purchased or leased under this agreement that have maintained an uninterrupted maintenance agreement
shall be subject to the'Lemon Clause'for 3 years from the date of acceptance.This clause shall be void if non-OEM
supplies have been used without Canon authorization.
Device Failure&Replacement Lemon Clause
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(ie.similar usage, remaining useful life etc.)device that meets or exceeds the
requirements of the original device, at no cost to the customer.
With the exception of Group C, digital press production equipment and Group E, large format equipment, any device
that's inoperable for two(2)business days due to equipment malfunction, as reasonably determined by the servicing
Loaner Equipment dealer, is eligible for:
1)A dealer provided loaner device of similar speed and capabilities until the original device is repaired; or
2) Dealer provided off-site manned production, capable of accomplishing the work of the inoperable unit.
Moves must be performed within 30 calendar days of the request
Zone 1 (Within the same building)-No Charge allowed unless special rigging is required(special rigging price shall
be agreed upon in writing by Dealer and Purchasing Entity prior to any Device relocation)
Zone 2(Up to 50 miles)-Flat Fee plus per mile or hourly fee
Relocation of Equipment Zone 3(More than 50 miles)-Flat Fee plus per mile or hourly fee
Additional relocation charges may be charged for Group C and Sub-Group C1 and C2 Devices.The price shall be
agreed upon in writing by Dealer and Purchasing Entity prior to any Device relocation
See price list for more details
Dealers are to maintain a service log for each machine serviced describing maintenance and repair services provided.
Service/Usage Reports A no-cost copy of service logs/reports must be provided to the Customer and/or the Contract Administrator within five
(5 workin da s of request.
CUSA Developed Website Canon U.S.A.: Florida Home
Contract/Purchase Order Information Customer/Dealer and Contact Information
Customer Legal Nam.:(Se11 To) MONROE COUNTY PUBLIC WORKS Customer Contact Information Toner Included YES
CUSA Contract Number: 4410000a24-NASPo-ADS FL 187646 Customer Bloc JESSICA MORRIS Phone: Service Begin Date: 11115125
Purchase Order Number: Email Aaare ss: Is-ess Ica monreeD6 unt 4 305604-2347
Term: 60 Lease Type: FMV Billing/Payment POC: SAME Phone:
Customer Rate Fact.r I 0.M405 CUB A Rate Factor: 0.02100 Email Atltlres
Effective Data 11/15/25 Total Monthly Payment $18906 Dealer Contactlnformaton
Upgrade T.Keep Amount Rate n/a 106M AVIATION BLVD.1ST FLORR Dealer POC: John Ribble Phone:
--act originati-&f..-n-m MARATHON,FL 33050 Email Atltlres iohn(casandsofthekeys.cam 305-]83b002
EQUIPMENT PRICE SERVICE PRICING AND COMPENSATION CFS FUNDING
aea
onthty omhty .mhty a&w color Dealer Dealer tended CFs Total Extended Total
C.n,act P.rchaze tal contract E M nt vice ended ezz ezz nthly a&w sale,color ..ding ..ding Shortage/ Monthly Monthly
Qtt Model Dezcription .,thaw Ni-p Ind 1e5 Payment Payment
mage RUNNER
1 ADVANCE DX C3935i $ 6,67440 $ 6,67440 $ 160.52 $ 16052 $ $ 0 0.00000 0.00000$ 000000 0.00000$ 7,64378 $ 7,64378 $ (96938) $ 16052 $ 16052
1 Inner 2-way tray M1 $ ]].00 $ ]].00 $ 185 $ 185 $ $ 0 000000 000000$ 0.00000 000000$ 8818 $ 88.18 $ (11.18) $ 1.85 $ 007
Cassette Feeding Uni[
1 AWL $ 1,10990 $ 1,10990 $ 26.69 $ 26.69 $ $ 0 0.00000 0.00000$ 000000 0.00000$ 1 271 10 $ 1271.10 $ (16120) $ 26.69 $ 2669
$ $ $ $ $ $ 0 0.00000 0.00000$ 0000001 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00,00$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
$ $ $ $ $ $ 0 0.00002 0.00002$ 000000 0.00002$ $ $ $ $
$ $ $ $ $ $ 0 0.00000 0.00000$ 000000 0.00000$ $ $ $ $
Sub Total $7,861.30 $7,861.30 $-- $189.06 $0.00 $0.00 $0.00 1 $9,003.061 $9,003.06 -$1,141.76 $189.061 $187.28
Total Financed:
SPECIAL INSTRUCTIONS/COMMENTS
MAINTENANCE CHARGES BILLED THRU CFS BASED ON ACTUAL COPIES MADE @$0107 PER BLACK&WHITE COPY/PRINT,@$.0732 PER COLOR COPY/PRINT.
Submitted by: JOHN RIBBLE
&xim.lui.r qt yo, Keys
u
PROPOSAL FOR MONPOE COUNTY PIJBLI-C.-WORKS
m� ILI VON
imageRUNNER ADVANCE DUX C3935i
The imageRUNNER ADVANCE DX C3900 Series is designed to enable enhanced office
productivity and to deliver high-quality color output for demanding office environments.
These intelligent systems provide an intuitive user experience and support Canon's range
of holistic business solutions. The imageRUNNER ADVANCE DX C3935i model delivers
speeds of up to 35 ppm for black-and-white and color(LTR)and scan speeds of up to 270
ppm for 2 sided scanning.The imageRUNNER ADVANCE DX C3900 Series is built on
the FIFTH Generation imageRUNNER ADVANCE platform and offers standard Universal
Login Manager(ULM), UFR II/PCL/PS Printing, HDD Encryption Kit,Wireless LAN and
Remote Operators Software Kit, automatic firmware updates.
. WORKFLOW EFFICIENCY- Increase productivity and grow your business with efficient,
streamlined workflows. *Ease of Use *Personalized Experience*Mobile Workflow Support
*Built-in Intelligence *End to End Creativity.
MANAGEMENT- Designed to deliver cost savings to help maximize return on
investment. *Cost Saving Solutions for: 1). Information Technology 2). Output Management 3). IT
and Infrastructure 4). Adin and Purchasing
SECURITY- The imageRUNNER ADVANCE Platform offers a range of security capabilities to
help facilitate the confidentiality, accessibility, and availability of your information. *Authentication
*Document Security*Data & Network Security.
MANAGEMENT-,4- DEVICE AND FLEET Canon's advanced capabilities for device
management can help ease IT burdens and maximize productivity. *Sands of the Keys Total
Installation and Smart User Support*Advanced Administration and Management Tools *Efficient
Monitoring and Diagnostics
QUALITY AND RELIABILITY- The imageRUNNER ADVANCE platform has been
designed with your business needs as the primary focus. *Outstanding Quality *Award-Winning
Technology*Universal Design
'4 -.... Less than one watt of power in sleep mode, new low- heat toner uses
less fuser heat. *Energy Efficiency* co-Conscious Design *Energy Star Rated
PRICING- 60 month FMV state contract lease under NASPO 44100000-24-
,NASPO-ACS )- Canon imageRUNNER
ADVANCE DX i
feedingOptions Include- Cassette Unit; 2 way tray.
Zero base maintenance agreement1 color page to
include all toner, consumables, parts and labor. Excludes paper and staples.
Any questions, please call me at (305) 783-8002
John Ribble * Account Executive * Sands of the Keys
COUNTY ADM INISTRATC� COUNTY
/ ATTORNEY APg
Christine Digitally signed by Joseph X. Digitally signed by Joseph
Christine Hurley X.DiNovo
H u rl e Date:2026.04.08 D i N ovo Date:2026.04.07
Y 10:57:59-04'00' 08:41:21-04'00'
ADDENDUM
(Federal Clauses Only)
The following clauses are added into the attached Agreement as if fully set forth therein;
Federal clauses, Recognizing that a portion of the funding for this Project comes from one or more
federal awards as that term is defined in 2 C,F,R,§200.36,the following provisions from 2 C.F.R.
part 200 including Appendix 11 to part 200 apply to this Agreement:
ENTERPRISES,AND LABOR __.
) SMALL AND MINOORITYRITY BUSINESSES,WOMEN'S BUSINESS
US AREA FIRMS. The County strongly
encourages the use of women-, minority-and veteran-owned business enterprises
(SBEs)and wishes to see a of 5%of the contract or subcontracts awarded pursuant to
this RFP go to SBEs. Contractor shall provide good faith effort and associated
documentation. Contractors may search for Florida registered SBEs at;
http,.d� wrata z�rf�f,f��yfiwrrmftl���s�r�/6��td rr�y-,frtr�ururw,lw�9rf�r.uPalli�c f m arE_r upfatrr ar tl'ivc�rsuf^� �rsnr)
Any proposal submitted in which the vendor is certified as an SHE, or in which the vendor
proposes to use subcontractors that are certified as SBEs,must submit proof of the
registration or certification from a federal,state or local authority in order to receive credit
for the use of the SHE.
b) Audit of records. Contractor shall grant to the County, Florida Division of
Emergency Management(FDEM),Federal Emergency Management Agency(FEMA),
Florida Department of Transportation, the Federal Government,and any other duly
authorized agencies of the State or Federal Government or the County where
appropriate the right to inspect and review all books and records directly pertaining to the
Contract resulting from this RFP for a period of five(5)years after final grant close-out
by FEMA or DEM,or as required by applicable County,State and Federal law. Records
shall be made available during normal working hours for this purpose,
In the event that FEMA, DEM, or any other Federal or State agency, or the County,
issues findings or rulings that the amounts charged by the Contractor, or any portions
thereof, were ineligible or were non-allowable under federal or state Law or regulation,
Contractor may appeal any such finding or ruling, If such appeal is unsuccessful, the
Contractor shall agree that the amounts paid to the Contractor shall be adjusted
accordingly, and that the Contractor shall, within 30 days thereafter,issue a remittance
to the County of any payments declared to be ineligible or non- allowable.
Contractor shall comply with federal and/or state laws authorizing an audit of
Contractor's operation as a whole,or of specific Project activities,
c) Federal Nondiscrimination Clauses During the performance of this
Agreement, the Contractor 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,
1
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 by the contracting
officer 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 by the agency contracting officer, advising the labor union or
workers' representative of the Contractor's commitments under section 202 of Executive
Order 11246 of September 24, 1965, and shall post 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 wilt 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 contracting 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 non-compliance with the
nondiscrimination clauses of this contract or with any of such rules,regulations,oi°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 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 (7) 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 stib rw Rrwv.m or
vendor. The contruactur will take such action with respect to any IL )co or or purchase
order ", Me a�Imini lee �4I',MiU,may direct as a means of enforcing such provisions,
2
3
4
The contracts must also include a provision for compliance with the Copeland
"Anti-Kickback"Act 3,145), as supplemented by Department of Labor
regulations (?9 (,Vii F"afl, 3, "Contractors and Subcontractors on Public Building
or Public Work Financed in Whole or in Part by Loans or Grants from the United
States"), The Act provides that each contractor or SUbrecipiert Must be prohibited
frorn inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to
which he or she is otherwise entitled, The non-Federal entity must report all
suspected or reported violations to the Federal awarding agency.
Contract Work Hours and Safety Standards Act(�)() 01 ,;IG 13/0 1.-3708). Where
applicable, all contracts awarded by the non-Federal entity in excess of$100,000
that involve the employment of mechanics or laborers must include a provision
for compliance with 4011, (`,_3'AY)and 3704, as supplemented by Department
of Labor regulations (?9 (1+1 i,lao.1j). Under 40 L11 `,C, 3MY) of the Act, each
contractor must be required to compute the wages of every mechanic and laborer
on the basis of a standard work week of 40 hours,Work in excess of the standard
work week is permissible provided that the worker,is compensated at a rate of not
less than one and a half times the basic rate of pay for all hours worked in excess
of 40 hours in the work week,The requirements of 40'�I'I C' ,"i"141'are applicable
to construction work and provide that no laborer or mechanic must be required to
work in surroundings or under working conditions which are unsanitary,
hazardous or dargerous. These requirements do not apply to the purchases of
supplies Or materials or articles ordinarily available on the open market, or
contracts for transportation or transmission of intelligence,
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, BRIAN BRADLEY, AT (305) 292-3470,
br< ilcyariar,(xttrrwraa ���ttl.aura,, c/o Monroe County Attorney's Office, 1111
12"'St., Suite 408, Key West FL 33040.
2. F.S. 287.0682, 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 Linder 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:
Prior to or at time of execution of the agreement, the vendor shall provide a
certificate of insurance evidencing current coverage in this amount. Therefore, the
vendor shall provide updated certificates whenever the coverage is renewed.
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. 448.096): 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
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.
& 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
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: _. " rw _: r _ `1
Vendor FEIN:
Vendor's Authorized Representative: r (Name and Title)
Address:
"
City° ! ? ! 7Jla
�t� te. d'
Phone Number: 3t' a 5 z- G 3.79
Email Address; ..G m.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 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
whosauthorized t rg n on behi
fjh e above rxfeter t
er company,
Authorized Sign tare, �
Print Name:
Title;
FOREIGN ENTITIES AFFIDAVIT F.S. 287.138
1, of the city of psi...jq 6/4, according to
law on my oath, and under penalty of perjury, depose and say that:
a. I am 6 1",�d"VeV4 of the firm of
("Entity"), the bidder
making the Proposal for the project described 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
affidavit,tn-awarding pqntracts for said project.
e,
(Signature)
Date:
STATE OF: f-le)&
COUNTY OF: '
Subscribed and sworn to (or affirmed) =befome, by means of,Qf�physical presence or
online n rizati n on (date) by
-,,'An (name of affiant). He/She is per�snal��nown to
me or Xas produced
(type of identification) as identification,
NOTARY PUBEIC
My Commission Expires
JOSHUA P GALO
'
Notary Public-State of Florida
P Commission"........
6 i
My Comm.Expires Oct 16,2026 iL
�ancl.d through Natrona!
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
W
4 rll ,
NASPO ValuePoint Master Agreement Terms and Conditions
For Multi-Function Devices and Related Software, Services and Cloud
Solutions
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, 5th Floor
Denver, Co 80203
And
Canon U.S.A., Inc.
One Canon Park
Melville, NY 11747
Master Agreement Number: _187646
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
MASTER AGREEMENT TERMS AND CONDITIONS.............................................................................3
I. Definitions ...............................................................................................................................3
II. Parties and Term of the Master Agreement ............................................................................7
III. Order of Precedence...............................................................................................................8
IV. Participants and Scope ...........................................................................................................8
V. NASPO ValuePoint Provisions.............................................................................................. 10
VI. Pricing, Payment & Leasing .................................................................................................. 13
VII. Ordering ................................................................................................................................ 14
Vill. Shipping and Delivery ........................................................................................................... 17
IX. Inspection and Acceptance ................................................................................................... 18
X. Warranty................................................................................................................................ 19
XI. Equipment Title .....................................................................................................................20
XII. Indemnification ......................................................................................................................21
XIII. Insurance ..............................................................................................................................22
XIV. General Provisions................................................................................................................24
SIGNATUREPAGE...............................................................................................................................30
EXHIBIT A— STATEMENT OF WORK..................................................................................................31
I. Product Overview..................................................................................................................31
II. Master Agreement Deliverables ............................................................................................32
III. Purchase and Lease Programs.............................................................................................44
IV. Contractor Responsibilities and Tasks ..................................................................................50
EXHIBIT B — SAMPLE D&A CERTIFICATE..........................................................................................59
EXHIBIT C —AUTHORIZED DEALER FORM .......................................................................................60
EXHIBIT D —AUTHORIZED DEALERS BY STATE..............................................................................61
EXHIBIT E — SAMPLE MPS STATEMENT OF WORK .........................................................................62
ATTACHMENT 1 — CANON LEASE AGREEMENT..............................................................................65
ATTACHMENT 2 — CANON MAINTENANCE AGREEMENT................................................................69
ATTACHMENT 3 — CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS.....................72
ATTACHMENT 4 — CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT ..................75
ATTACHMENT 5 — CANON DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT
MASTER SERVICES AGREEMENT TERMS AND CONDITIONS .......................................................80
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
MASTER AGREEMENT TERMS AND CONDITIONS
I. Definitions
1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and
some smaller paper sizes, such as postcards and envelopes.
1.2 A4 MFD — A Multi-function Device which is designed to handle letter, legal and some
smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option
on this Device.
1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor
that the Device has passed its Acceptance Testing. Acceptance of a Product 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, as set forth in Section
IX of this Master Agreement.
1.4 Accessory — A compatible item that is added to the Base Unit to enhance its capabilities
and functions.
1.5 Attachment— Contractor's Supplemental Documents which consist of the following:
1.5.1 Attachment 1 — Canon Lease Agreement
1.5.2 Attachment 2 — Canon Maintenance Agreement
1.5.3 Attachment 3 — Canon Sample MPS Agreement Terms and Conditions
1.5.4 Attachment 4 — Canon Sample MPS Customer Expectations Document
1.5.5 Attachment 5 — Canon Digital Press Production and Large Format Equipment
Master Services Agreement Terms and Conditions
1.6 Authorized Dealer—The Manufacturer's authorized sales and Service center (also known
as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the
Manufacturer's Products, and perform machine installation and maintenance on Devices
offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the
sales and service center to view and test Device.
1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that
include all standard Accessories and parts and excludes optional Accessories and/or
software.
1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on
one 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.
1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.
1.10 Business Day—Any day other than Saturday, Sunday, or a legal holiday.
1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves
the acquisition of the Device by the Purchasing Entity, and consists of any current and past
due amount, plus the remaining stream of Device Payments.
1.12 Buyout to Return -The early termination option on an FMV, Capital or Straight Lease that
involves the return of the Device by the Purchasing Entity to Contractor, in good working
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
condition (ordinary wear and tear excepted), and consists of any current and past due
amounts, plus the remaining stream of Device Payments.
1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be
referred to as a $1 Buyout Lease and title of the Device 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. However, it
will be at the discretion of the Participating State or Entity as to whether other criteria will
also be considered, such as a bargain purchase option, a lease term longer than 75% of
the estimated economic life of the Device, or the present value of the lease payments is
greater than 90% of the fair market value of the Device at the beginning of the Initial Lease
Term, or any other legal requirements relating to a Capital Lease.
1.14 Ceiling Pricing - Pricing that is established as a "not-to-exceed" amount, the maximum
price Contractor may charge for Products, Services, and Supplies.
1.15 Contractor - A party to this Master Agreement, whether a person or entity, that delivers
goods or performs services under the terms set forth in this Master Agreement.
1.16 Coterminous - Two or more leases that end at the same time. The original lease payment
is modified to reflect the addition of a new Device or Accessory. The original term of the
lease is not modified as a result of a Coterminous addition.
1.17 Deliverable -A Product, Service, solution, result, labor, or other effort being sought through
this RFP.
1.18 Device - The Base Unit, either with or without optional Accessories and/or software. May
also be referred to as "Equipment."
1.19 Device Downtime - The period of time that a Device is not operational and is waiting for
Service to be completed.
1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and
maintenance.
1.21 Device Trade-In - An agreed upon transaction between the Purchasing Entity and
Contractor, in which Contractor takes ownership of Purchasing Entity's owned Device,
often for a discounted amount.
1.22 Device Upgrade or Downgrade -A replacement of the Purchasing Entity's existing leased
Device, with a different Device, of either greater or lesser value. A new lease is then
originated for the new Device, with the remaining lease payments on the old Device
wrapped into it. The old lease is closed out, and the Device is returned to Contractor.
1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates
and selects Device according to a list of preferred environmental attributes. EPEAT
registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment
of Imaging Device, as amended.
1.24 Embedded Software - One or more software applications which permanently reside on a
computing Device.
1.25 Energy Star -The U.S. Environmental Protection Agency's standard for energy efficiency.
1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1)
Take title to the Device at the end of the Initial Lease Term by paying the residual value to
Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to
Contractor at the end of the Initial Lease Term.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
1.27 Free on Board (FOB) Destination - Contractor is responsible for transportation and
handling charges and the sale does not occur until the Products arrive at the Purchasing
Entity's specified location.
1.28 Group - The classification for the different types of Devices solicited in this RFP. Groups
are determined by the Devices primary functions and/or capabilities.
1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) that a
Purchasing Entity enters into a lease agreement.
1.30 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible
or intangible form, and all rights, title, and interest therein.
1.31 LargeMide Format Equipment - A Device that prints on a large paper via a variety of
output options.
1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is
a party to this Master Agreement.
1.33 Legacy Device — A Device that was purchased, leased, or rented either under a prior
NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means.
1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly
Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented
Devices.
1.35 Managed Print Services (MPS) - The management, service, and support of the
Purchasing Entity's entire enterprise and output infrastructure of printed materials, with the
objective of creating a solution that improves the print process and reduces the expense of
printed material.
1.36 Manufacturer-A company that, as its primary business function, designs, assembles, and
owns the trademark/patent and markets a Device. Also referred to as Contractor.
1.37 Manufacturer's Suggested Retail Price (MSRP) - The list price or recommended retail
price of a Product in which the Manufacturer recommends that the retailer sell the Product.
1.38 Master Agreement - The underlying agreement executed by and between the Lead State,
acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter
amended.
1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple
Devices into one, such as print, fax, copy and scan. Each feature can work independently
of the other.
1.40 NASPO ValuePoint -A division of the National Association of State Procurement Officials
("NASPO"), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the
NASPO cooperative group contracting consortium of state chief procurement officials for
the benefit of state departments, institutions, agencies, and political subdivisions and other
eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit
organizations, etc.) for all states, the District of Columbia, and territories of the United
States. NASPO ValuePoint is identified in the 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.
1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented,
leased, sold, or used in a demonstration, and are currently being marketed by the
Manufacturer.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
1.42 Normal Business Hours— Defined as the hours between 8AM and 5PM, Monday through
Friday, holidays excluded.
1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are
not listed in the Master Agreement Price List(s). NSP's may include Coin-Op equipment,
empowering software etc.
1.44 OEM —The Original Equipment Manufacturer.
1.45 Order - Any type of encumbrance document or commitment voucher, including, but not
limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement,
lease agreement, etc. used by a Purchasing Entity to order the Products and Services.
1.46 Participating Addendum — A bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any additional Participating
Entity-specific language or other requirements (e.g., ordering procedures specific to the
Participating Entity, entity-specific terms and conditions, etc.).
1.47 Participating Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states properly authorized to enter into a Participating Addendum, that has
executed a Participating Addendum.
1.48 Participating State -A state that has executed a Participating Addendum or has indicated
an intent to execute a Participating Addendum.
1.49 Power Filter - An electronic filter which is placed between an external power line and a
Device for the purpose of removing frequencies or electromagnetic interference.
1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a
satisfactory operating condition by providing systematic inspection, detection, and
correction of failures either before they occur or before they develop into major defects.
1.51 Private Label - Devices that are manufactured by one company and sold under a retailer's
brand name.
1.52 Production Device -A high-speed, high-quality printing Device that typically has advanced
finishing functionality.
1.53 Product — Devices, Accessories, parts, software, and/or Supplies provided by Contractor
pursuant to the Master Agreement.
1.54 Published Price—The price that is posted on the Manufacturer's website or in their pricing
literature (e.g. not the Master Agreement contract price).
1.55 Purchasing Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states if authorized by a Participating Addendum, that issues a Purchase
Order against the Master Agreement and becomes financially committed to the purchase.
1.56 Refurbished - A Device which has received extensive maintenance and/or minor repair,
including the replacement of all standard parts subject to wear during the normal course of
use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device
shall not have more than 750,000 original copies on it. In addition, Refurbished Device must
only contain OEM parts. Refurbished Device must be certified by the Manufacturer.
1.57 Remanufactured - 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 replacing
it in a manufacturing environment and then reassembling and testing it, so that it will
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 6
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
operate like a new Device. Remanufactured Device must be certified by the Manufacturer.
1.58 Renewal Term - 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.
Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the
Useful Life of the Device. Capital Leases are excluded from going into renewal.
1.59 Response Time - The time from when the original Service Call is placed with the
Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing
Entity's location.
1.60 Scanner - A Device that scans documents and converts it into digital data.
1.61 Segment - The various speeds that Devices are categorized by.
1.62 Services — The labor required to be performed by Contractor pursuant to the Master
Agreement or an Order. Services may include, but are not limited to, maintenance, MPS
and software installation.
1.63 Service Base Location -The place of business where the Contractor or Authorized Dealer
stores parts and provides training for service technicians.
1.64 Service Call -An on-site Service technician visit due to Device error or malfunction.
1.65 Single-function Printer - An inkjet or laser Device that only prints and is not capable of
other functions such as copying, faxing or scanning.
1.66 Straight Lease - A type of agreement in which ownership is not an option and the Total
Monthly Payment amount remains firm throughout the Initial Term.
1.67 Supplemental Documents — With the exception of software, end-user and click-wrap
agreements, Contractor's Supplemental Documents are the only authorized documents
under this Master Agreement and are attached hereto as Attachments.
1.68 Supplies - Consumable items that gets used up or are discarded once used, such as ink
cartridges.
1.69 Third Party — A person or entity that may be directly involved, but is not a principal to an
arrangement, contract, deal, lawsuit, or transaction.
1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service,
Supplies or maintenance, and less any applicable taxes.
1.71 Useful Life - Period during which a Device is expected to be usable for the purpose in
which it was manufactured.
II. Parties and Term of the Master Agreement
2.1 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, Large/Wide Format Equipment, Scanners, Software, Consumable
Supplies, Managed Print Services, Software Related Services (including cloud-based
offerings and web-based fleet management tools), Standalone Production Devices,
Industrial Print Equipment, and Specialty Printers as approved per this Master Agreement,
for the benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and
the Lead State agree to the terms and conditions contained herein.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 7
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective
date of August 1, 2024. The term of this Master Agreement may be amended beyond the
initial term 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
the Master Agreement, including any extensions, shall not exceed five (5) years.
2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered,
modified, supplemented, or amended in any manner whatsoever without prior written
agreement of the Lead State and Contractor.
III. Order of Precedence
3.1 Order. This Master Agreement will consist of the following documents:
3.1.1 A Participating Entity's Participating Addendum ("PA"),
3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;
3.1.3 An Order issued against the Master Agreement;
3.1.4 The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software,
Services and Cloud Solutions;
3.1.5 Contractor's response to the Solicitation, as revised (if permitted) and accepted by
the Lead State; and
3.1.6 Contractor's Supplemental Documents, which are included as Attachments.
3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict
among these documents will 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 must be in writing and attached
to this Master Agreement as an Exhibit or Attachment.
3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify,
or otherwise derogate any provisions in this Master Agreement between the Lead State
and Contractor. Participating Addenda will not include a term of agreement that exceeds
the term of the Master Agreement, nor will it include Products and Services not awarded
under the Master Agreement.
IV. Participants and Scope
4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under
this Master Agreement until a Participating Addendum acceptable to the Participating Entity
and Contractor is executed.
4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and
Conditions are applicable to any Order by a Participating Entity (and other Purchasing
Entities covered by their Participating Addendum), except to the extent altered, modified,
supplemented or amended by a Participating Addendum, subject to Section III. For the
purposes 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 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 8
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
Entity and Contractor, may be included in the ordering document (e.g., purchase order or
contract) used by the Purchasing Entity to place the Order.
4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state
agencies, political subdivisions and other Participating Entities is subject to applicable state
law and the approval of the respective State Chief Procurement Official. Issues of
interpretation and eligibility for participation are solely within the authority of the respective
State Chief Procurement Official.
4.4 Obligated Entities. Obligations under this Master Agreement are limited to those
Participating Entities who have signed a Participating Addendum and Purchasing Entities
within the scope of those Participating Addenda. States or other entities permitted to
participate may use an informal competitive process to determine which Master
Agreements to participate in through execution of a Participating Addendum. Participating
Entities incur no financial obligations on behalf of other Purchasing Entities.
4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of
each Participating Addendum to PaQnaspovalueolnteo.[g, to support documentation of
participation and posting in appropriate databases.
4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under
some circumstances sign their own Participating Addendum, subject to the consent of the
Chief Procurement Official of the state where the entity is located. Coordinate requests for
such participation through NASPO ValuePoint. Any permission to participate through
execution of a Participating Addendum is not a determination that procurement authority
exists; the entity must ensure that they have the requisite procurement authority to execute
a Participating Addendum.
4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or
Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a
Participating Addendum, Purchasing Entities may not resell Products purchased under this
Master Agreement. Absent any such condition or explicit permission, this limitation does
not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products
to the general public as surplus property; and fees associated with inventory transactions
with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws
and regulations. Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property.
4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity
and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master
Agreement and applicable Participating Addendum and will have the same rights and
responsibilities for their purchases as the Lead State has in the Master Agreement and as
the Participating Entity has in the Participating Addendum, including but not limited to any
indemnity or right to recover any costs as such right is defined in the Master Agreement
and applicable Participating Addendum for their purchases. 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.
4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor
must secure from the Lead State prior approval for the release of information that pertains
to the potential work or activities covered by the Master Agreement. This limitation does
not preclude publication about the award of the Master Agreement or marketing activities
consistent with any proposed and accepted marketing plan.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
4.10 No Representations. The Contractor shall not make any representations of NASPO
ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity's opinion or
position as to the quality or effectiveness of the services that are the subject of this Master
Agreement without prior written consent.
V. NASPO ValuePoint Provisions
5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set
forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of
this Master Agreement.
5.2 Administrative Fees
5.2.1 NASPO ValuePoint Fee. 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. The NASPO ValuePoint Administrative Fee must be submitted quarterly
and is based on all sales of products and services under the Master Agreement (less
any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is
not negotiable. This fee is to be included as part of the pricing submitted with a
vendor's response to the Lead State's solicitation.
5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage
Based or Life Cycle 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.
5.2.1.2 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 may report as follows:
5.2.1.2.1 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 "Life Cycle Service and Supplies," or
an actual amount and identified as "Usage Based 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 Life Cycle or
Usage Based Service and Supplies. The amount reflected for
the Life Cycle Service and Supplies must be equal to the
amount of the Equipment.
5.2.1.2.2 Leased Equipment: Contractor may report sales according to
the Purchased Equipment methodology described above, 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 "Life Cycle Service and
Supplies," or an actual amount and identified as "Usage Based
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 10
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
Service and Supplies." Thus, in the Contractor's Detailed Sales
Report, for each item leased or rented, there will be two-line
items: one for the invoice amount to the customer for the
Equipment, and one for the Life Cycle or Usage Based Service
and Supplies. The amount reflected for the Life Cycle Service
and Supplies must be equal to the amount of the invoiced
Equipment.
5.2.2 State Imposed Fees. Some states may require an additional fee be paid by
Contractor directly to the state on purchases made by Purchasing Entities within
that state. For all such requests, the fee rate or amount, payment method, and
schedule for such reports and payments will be incorporated into the applicable
Participating Addendum. Unless agreed to in writing by the state, Contractor may
not adjust the Master Agreement pricing to include the state fee for purchases
made by Purchasing Entities within the jurisdiction of the state. No such agreement
will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid
by Purchasing Entities outside the jurisdiction of the state requesting the additional
fee.
5.3 NASPO ValuePoint Summary and Detailed Usage Reports
5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to
NASPO ValuePoint all Orders under this Master Agreement for which Contractor
has invoiced the ordering entity or individual, including Orders invoiced to
Participating Entity or Purchasing Entity employees for personal use if such use is
permitted by this Master Agreement and the applicable Participating Addendum
("Sales Data"). Timely and complete reporting of Sales Data is a material
requirement of this Master Agreement. Reporting requirements, including those
related to the format, contents, frequency, or delivery of reports, may be updated
by NASPO ValuePoint with reasonable notice to Contractor and without
amendment to this Master Agreement. NASPO ValuePoint shall have exclusive
ownership of any media on which reports are submitted and shall have a perpetual,
irrevocable, non-exclusive, royalty free, and transferable right to display, modify,
copy, and otherwise use reports, data, and information provided under this section.
5.3.2 Summary Sales Data. "Summary Sales Data" is Sales Data reported as
cumulative totals by state. Contractor shall, using the reporting tool or template
provided by NASPO ValuePoint, report Summary Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty (30) days following the end
of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor
shall submit a zero-sales report.
5.3.3 Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each
Order all information required by the Solicitation or by NASPO ValuePoint,
including customer information, Order information, and line-item details. Contractor
shall, using the reporting tool or template provided by NASPO ValuePoint, report
Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than
thirty (30) days following the end of the quarter. Detailed Sales Data shall be
reported in the format provided in the Solicitation or provided by NASPO
ValuePoint. The total sales volume of reported Detailed Sales Data shall be
consistent with the total sales volume of reported Summary Sales Data.
5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall
provide to NASPO ValuePoint tables of customer and Product information and
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
specific attributes thereof for the purpose of standardizing and analyzing reported
Sales Data ("Crosswalks"). Customer Crosswalks must include a list of existing
and potential Purchasing Entities and identify for each the appropriate customer
type as defined by NASPO ValuePoint. Product Crosswalks must include
Contractor's part number or SKU for each Product in Contractor's catalog and
identify for each the appropriate Master Agreement category (and subcategory, if
applicable), manufacturer part number, product description, eight-digit UNSPSC
Class Level commodity code, and (if applicable) EPEAT value and Energy Star
rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint
with reasonable notice to Contractor and without amendment to this Master
Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep
Crosswalks updated as Contractor's customer lists and product catalog change.
5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint,
provide NASPO ValuePoint with an executive summary that includes but is not
limited to a list of states with an active Participating Addendum, states with which
Contractor is in negotiations, and any Participating Addendum roll-out or
implementation activities and issues. NASPO ValuePoint and Contractor will
determine the format and content of the executive summary.
5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance
Review
5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint
personnel. Contractor shall present plans to NASPO ValuePoint for the education
of Contractor's contract administrator(s) and sales/marketing workforce regarding
the Master Agreement contract, including the competitive nature of NASPO
ValuePoint procurements, the master agreement and participating addendum
process, and the manner in which eligible entities can participate in the Master
Agreement.
5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as
Participating Addendums are executed, provide plans to launch the program for
the Participating Entity. Plans will include time frames to launch the agreement and
confirmation that the Contractor's website has been updated to properly reflect the
scope and terms of the Master Agreement as available to the Participating Entity
and eligible Purchasing Entities.
5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual
contract performance review with the Lead State and NASPO ValuePoint, which
may at the discretion of the Lead State be held in person and which may include a
discussion of marketing action plans, target strategies, marketing materials,
Contractor reporting, and timeliness of payment of administration fees.
5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used
by Contractor in sales and marketing until a separate logo use agreement is
executed with NASPO ValuePoint.
5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective
date, 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
shall provide a copy of any such provisions.
5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion,
cancel the Master Agreement or not exercise an option to renew, when utilization of
Contractor's Master Agreement does not warrant further administration of the Master
Agreement. The Lead State may also exercise its right to not renew the Master Agreement
if the Contractor fails to record or report revenue for three consecutive quarters, upon 60-
calendar day written notice to the Contractor. Cancellation based on nonuse or under-
utilization will not occur sooner than [two years] after execution of the Master Agreement.
This subsection does not limit the discretionary right of either the Lead State or Contractor
to cancel the Master Agreement or terminate for default subject to the terms herein. This
subsection also does not limit any right of the Lead State to cancel the Master Agreement
under applicable laws.
5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial
government or provincially funded entity in Alberta, British Columbia, Manitoba, New
Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island,
Quebec, or Saskatchewan, and territorial government or territorial government funded
entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities,
community colleges, school boards, health authorities, housing authorities, agencies,
boards, commissions, and crown corporations, may be eligible to use Contractor's Master
Agreement.
5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded
Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related
to Contractor's obligations to NASPO ValuePoint under the terms of the Master Agreement,
the terms of which shall be the same or similar (and not less favorable) than the terms set
forth in the Master Agreement.
VI. Pricing, Payment & Leasing
6.1 Pricing. The prices contained in this Master Agreement or offered under this Master
Agreement represent the not-to-exceed ("ceiling") price to any Purchasing Entity.
6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of
the 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 Price
List(s).
6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must
include all shipping, delivery, and installation costs associated with the Products.
Excess installation charges however, may be billable. Refer to section IV.E.5 of
Exhibit A, Statement of Work, for more information.
6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for
up to thirty (30) days following submission. In addition, errors in Contractor Price
Lists may delay the approval process further.
6.1.4 Contractor may update their lease rates once per quarter by providing the Lead
State with documentation regarding said rate changes. Updates to lease rates will
not be permitted until 8/1/2025.
6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master
Agreement (e.g. 8/1/2024 — 7/31/2025). Contractor may then update their pricing
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 13
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
once per calendar year. All requested price increases must be sent to the Lead
State and include documentation from Contractor which provides a detailed
explanation for the increase. While there will not be any restrictions regarding direct
and indirect cost increases, it will be at the Lead State's sole discretion to determine
if the requested increase has a direct correlation to the Deliverables being offered
under the Master Agreement. Price increases shall be allowed for all Products and
all Services, including rate and fee structures on maintenance plans.
6.1.6 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. Contractor is not permitted to
send Price List updates directly to NASPO ValuePoint.
6.1.7 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 which enables the Participating State or Entity to easily compare the
pricing in the CPC structure against the pricing in the Master Agreement.
6.1.8 Contractor may offer state-wide promotional discounts, customer location specific
discounts, bulk discounts, or spot discounts. Contractor must notify the
Participating State or Entity of special state-wide promotional discounts.
6.1.9 No retroactive adjustments to prices or rates will be allowed.
6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment
after Acceptance will be 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 45 days the
Contractor may assess overdue account charges up to a maximum rate of one percent per
month on the outstanding balance, unless a different late payment amount is specified in a
Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will
be remitted in the manner specified in the Participating Addendum or Order. Payments may
be made via a purchasing card with no additional charge.
6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws
of some Purchasing Entities may permit the use of leasing or alternative financing methods
for the acquisition of Products under this Master Agreement. Exhibit A, Statement of
Work, contains Leasing provisions; however, it shall be at the discretion of each
Participating State or Entity to accept these terms, reject these terms, or further negotiate
the terms with the Contractor, as long as those negotiations don't fall outside the original
scope of the RFP or the Master Agreement.
example:For The maximum lease term on Group A Devices is 60 months, Contractor
is not permitted to offer a lease term in excess of this.
VII. Ordering
7.1 Order Numbers. Purchase Order numbers must be clearly shown on all
acknowledgments, packing slips, invoices, and on all correspondence.
7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and
informally compete the requirement among companies having a 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 the Purchasing Entity's rules and
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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.
7.3 Applicable Rules. 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 supplies
and/or services contemplated by this Master Agreement.
7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order
or other appropriate commitment document under the law of the Purchasing Entity.
7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master
Agreement and applicable Participating Addendum during the term of the Master
Agreement and Participating Addendum.
7.5.1 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.
7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the
applicable Participating Addendum, which may further restrict the period during
which Orders may be placed or delivered.
7.5.3 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.
7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor shall 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, cancellation, or termination of this Master
Agreement, or in any manner inconsistent with this Master Agreement's terms.
7.5.5 Orders for any separate indefinite quantity, task order, 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.
7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or
Entity, all Orders pursuant to this Master Agreement, may contain the following:
7.6.1 Name of Purchasing Entity;
7.6.2 The name, phone number, and address of Purchasing Entity representative;
7.6.3 Order date;
7.6.4 Description of the Product and/or Service ordered;
7.6.5 Model number;
7.6.6 Price;
7.6.7 The Master Agreement number; and
7.6.8 Any additional information required by the Participating State or Entity.
7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess
any additional charges or fees for processing payments via this method.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to
provide a centralized billing option.
7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless
otherwise specified by a Participating State or Entity.
7.10 With the exception of drop-shipped items, Contractor and/or Authorized Dealers shall not
issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX.
7.11 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 lesser of 10%
of the purchase price, or$200.00, unless otherwise specified in a Participating Addendum.
7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails
to submit the required information within the specified time-frame.
7.13 All software Orders shall reference the Manufacturer's most recent release or version of
the Product, unless the Purchasing Entity specifically requests a different version.
7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax
separately or as otherwise indicated in a Participating Addendum or an Order.
7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed
invoices, including escalation procedures. In addition, Contractor and/or Authorized
Dealers shall have a process in place for issuing refunds or credits due to invoicing errors,
as well as over-payments and Product returns.
7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an
Order through an internet-based portal or electronic catalog, then Contractor shall maintain
all necessary hardware, software, backup-capacity and network connections required to
operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere
to the following requirements:
7.16.1 The internet-based portal or electronic catalog shall clearly designate that the
Products are part of the NASPO ValuePoint Master Agreement, and shall link to
the Participating State or Entity's designated web location;
7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed;
7.16.3 If 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;
7.16.4 All information made available through the Participating State or Entity's
eCommerce system is accurate and complies with the Master Agreement and the
Participating Addendum; and
7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating
State or Entity upon request.
7.17 Communication. All communications concerning administration of Orders placed must be
furnished solely to the authorized purchasing agent within the Purchasing Entity's
purchasing office, or to such other individual identified in writing in the Order.
7.18 Substitutions. 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 16
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
request to substitute shall explain how the substituted Product compares with the out-of-
stock item. Any substitute Product offered must be on the Contractor's Master Agreement
Price List.
7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2
Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-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.
7.20 Supplemental Documents. All Attachments to this Master Agreement have been
reviewed and negotiated by the Lead State only to the extent that they comply with the
terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating
States and Entities are still advised however, to review each Supplemental Document and
negotiate the terms and conditions further with Contractor if necessary. It shall be at the
discretion of Contractor and Purchasing Entity to determine which Supplemental
Documents are appropriate for each Order type. With the exception of End User License
Agreements (EULA's), clickwrap agreements, and any third party software agreements,
which have not been reviewed or negotiated by the Lead State, nor are they attached to
this Master Agreement, only the Supplemental Documents attached to this Master
Agreement are permitted to be used for any Order placed.
Vill. Shipping and Delivery
8.1 Shipping Terms. With the exception of Group C and Sub-Groups C1 and C2 Devices, all
Products must be shipped F.O.B. destination, standard freight pre-paid by the Contractor,
to the Purchasing Entity's specified location, unless otherwise indicated in a Participating
Addendum. Group C and Sub-Groups C1 and C2 shipping charges shall be quoted to the
Purchasing Entity prior to Order confirmation.
8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain
the Contractor's until the Purchasing Entity has taken possession of the Device, at
which point responsibility will pass to the Purchasing Entity except as to latent
defects, fraud, and Contractor's warranty obligations.
8.2 Available Products. Devices that are in-stock or otherwise not subject to supply-chain
shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order,
unless otherwise specified by the Purchasing Entity.
8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the
Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on
backorder.
8.4 Software Installation. Software related to the Device must be installed within five (5)
Business Days of the Device installation, or as otherwise stated in an Order.
8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business
Hours, which may vary for each Purchasing Entity of each Participating State. The
Purchasing Entity shall not be responsible for any additional charges should the Contractor
fail to observe specific delivery days and receiving hours. The delivery days and delivery
hours shall be established by each individual Purchasing Entity upon Order placement.
8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop Devices,
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 17
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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.
8.7 Packaging. 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. Packages that cannot be clearly identified may be refused
and/or returned at no cost to the Purchasing Entity.
IX. Inspection and Acceptance
9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with
all applicable Federal, State, and local laws and regulations.
9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering
document, the terms of this Section IX will apply. This section is not intended to limit rights
and remedies under the applicable commercial code.
9.3 With the exception of drop-shipped Devices, Purchasing Entity shall confirm delivery,
installation and Acceptance of all Devices 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 Device(s) and allows Contractor to
invoice for the Device(s).
9.4 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 Device is
installed, or as otherwise stated in a Participating Addendum.
9.5 Failure to sign the D&A or reject the Device(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 Devices are put to use. Acceptance of such Devices may be
revoked in accordance with the provisions of the applicable commercial code, and the
Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in
relation to the preparation and shipping of Devices(s) rejected and returned, or for which
Acceptance is revoked.
9.6 Inspection. All Devices are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other
authorized agent or official of the Lead State or other Participating or Purchasing Entity, at
reasonable times, to monitor and evaluate performance, compliance, and/or quality
assurance requirements under this Master Agreement.
9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon
receipt, however, does not relieve the contractor of liability for material
(nonconformity that substantial impairs value) latent or hidden defects subsequently
revealed when goods are put to use.
9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Device
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
rejected and returned, or for which Acceptance is revoked.
9.7 Failure to Conform. 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.
9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry
standards, to ascertain whether the Device meets the standard of performance or
specifications prior to Acceptance by the Purchasing Entity.
9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise
specified, starting from the day after the Device is delivered or, if installed by
Contractor, the day after the Device is installed and Contractor certifies that the
Device is ready for Acceptance Testing.
9.8.2 If the Device does not meet the standard of performance or specifications 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.
9.8.3 Upon rejection, the Contractor will have thirty (30) calendar days to cure. If after the
cure period, the Device still has not met the standard of performance or
specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be
in breach and terminate the Order; (b) demand replacement Device 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.
9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device
returned pursuant to the section.
9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard
of performance or specification is met.
X. Warranty
10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating
Addendum, or ordering document, the terms of this section X will apply.
10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum
of ninety (90) days for purchase and leased Devices. This warranty shall be extended to all
Devices acquired under the Master Agreement, including Remanufactured and/or
Refurbished Devices.
10.3 Devices that are sold under the resulting Master Agreement will come with the standard
features as published on the Manufacturers website, and will not deviate from the stated
specifications.
10.4 Devices 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.
10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity,
Contractor obligations shall be limited solely to the repair or replacement of Devices proven
to be defective upon inspection.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
10.6 Replacement of Devices shall be on a like-for-like basis and shall be at no cost to the
Purchasing Entity.
10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.
10.8 Upon significant failure of a Device, the warranty period shall commence again for a
minimum of ninety (90) days. Significant failure shall be determined by the Participating
State.
10.9 Contractor warranty obligations shall not apply if:
10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than
Contractor and/or their Authorized Dealer;
10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to,
or used in the Device; and
10.9.3 The Device is relocated to any place where Contractor Services are not available.
10.10 Contractor agrees to perform its Services in a professional manner, consistent with
applicable industry standards.
10.11 It will be at the discretion of each Participating State or Entity to negotiate additional
warranty requirements with the Contractor.
10.12 Lemon Clause
10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under
the Contractor's Master Agreement.
10.12.2 This clause shall not apply if (a) Supplies or parts are used in the Devices that
were not manufactured, provided, or authorized by the Contractor, (b) Service was
provided by someone other than Contractor or their Authorized Dealer, or (c) The
Device has been subject to abuse or neglect by Purchasing Entity.
10.12.3 The application period is thirty-six (36) months from the date of Acceptance.
10.12.4 This clause shall take precedence over any other warranty or Services clauses
associated with the Contractor's Master Agreement, or as specified by a
Participating State or Entity in their Participating Addendum.
10.12.5 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.
10.12.6 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 Device (i.e. similar usage, remaining useful life, etc.) that meets
or exceeds the requirements of the original Device, at no cost to the Purchasing
Entity.
10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition
to any other rights and remedies of the parties provided by law or equity, including, without
limitation, actual damages, and, as applicable and awarded under the law, to a prevailing
party, reasonable attorneys' fees and costs.
XI. Equipment Title
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 20
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered
and the Devices shall be free and clear of all liens, encumbrances, and security interests.
Title to the Device shall only pass to the Purchasing Entity upon:
11.1.1 Purchasing Entity up-front purchase of the Device;
11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;
11.1.3 Expiration of a Purchasing Entity's Capital Lease; or
11.1.4 Purchasing Entity has secured Third Party financing and payment is being made
directly to the Contractor by the Purchasing Entity.
11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and
perpetual license to use any Embedded Software in the Device. If Purchasing Entity
subsequently transfers title of the Device to another entity, Purchasing Entity shall have the
right to transfer the license to use the Embedded Software with the transfer of Device title.
A subsequent transfer of this software license will be at no additional cost or charge to
either Purchasing Entity or Purchasing Entity's transferee.
11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity
a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate,
reproduce, transfer with any sale of tangible media or Product, perform, display, and
dispose of the Intellectual Property, and its derivatives, used or delivered under this Master
Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor
shall be responsible for ensuring that this license is consistent with any third-party rights in
the Pre-existing Intellectual Property.
XII. Indemnification
12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless
NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing
Entities, along with their officers and employees, from and against third-party claims,
damages or causes of action including reasonable attorneys' fees and related costs for any
death, injury, or damage to tangible property arising from any act, error, or omission of the
Contractor, its employees or subcontractors or volunteers, at any tier, relating to
performance under this Master Agreement.
12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing
Entities, along with their officers and employees ("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 of
another person or entity ("Intellectual Property Claim").
12.2.1 The Contractor's obligations under this section will not extend to any combination
of the Product with any other product, system or method, unless the Product,
system or method is:
12.2.1.1 provided by the Contractor or the Contractor's subsidiaries or affiliates;
12.2.1.2 specified by the Contractor to work with the Product;
12.2.1.3 reasonably required 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 21
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
the same function, or;
12.2.1.4 reasonably expected to be used in combination with the Product,
system or method.
12.2.2 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 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 the Intellectual Property Claim. However, the Indemnified Party
must consent in writing for any money damages or obligations for which it may
be responsible.
12.2.3 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
the Intellectual Property Claim 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.
12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations
of liability in this Master Agreement or in any other document executed in
conjunction with this Master Agreement.
XIII. Insurance
13.1 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/or 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.
13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be
as indicated below, for each of the following categories. Contractor assumes responsibility
for the payment of any deductible on the below policies.
13.2.1 Commercial General Liability covering premises operations, Independent
Contractors, Products and completed operations, 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.
These limits may be satisfied through a combination of primary and
Umbrella/Excess. Canon will use its umbrella policy to satisfy claims in excess
of the $2,000,000 aggregate.
13.2.2 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 22
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000
aggregate.
13.2.3 Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
13.2.4 Automobile Liability covering any auto (including owned, hired and non-
owned), with a minimum limit of$1,000,000 each accident combined single limit.
13.3 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.
13.4 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:
13.4.1 Names and/or includes the Participating States identified in the Request for
Proposal as additional insured's, and;
13.4.2 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.
13.5 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 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, and endorsements).
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.
13.6 Coverage and limits shall not limit Contractor's liability and obligations under this Master
Agreement, any Participating Addendum, or any Order.
13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies.
Contractor shall provide notice to a Participating Entity who is a state within five (5)
business days after Contractor is first aware of expiration, cancellation or nonrenewal of
such policy, or is first aware that cancellation is threatened or expiration, nonrenewal or
expiration otherwise may occur.
13.8 Participating Entities. Contractor shall provide to Participating States and Participating
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 23
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
Entities the same insurance obligations and documentation as those specified in Section
XIII, except the endorsement is provided to the applicable Participating State or
Participating Entity.
13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates
of all required insurance in a form sufficient to show required coverage within thirty (30)
calendar days of the execution of this Master Agreement and prior to performing any work.
Copies of renewal certificates of all required insurance will be furnished within thirty (30)
days after any renewal date to the applicable state Participating Entity. Failure to provide
evidence of coverage may, at the sole option of the Lead State, or any Participating Entity,
result in this Master Agreement's termination or the termination of any Participating
Addendum.
13.10 Disclaimer. Insurance coverage and limits will not limit Contractor's liability and obligations
under this Master Agreement, any Participating Addendum, or any Purchase Order.
XIV. General Provisions
14.1 Records Administration and Audit
14.1.1 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 will 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 will survive for a period of six (6) years following termination of this
Agreement or final payment for any order placed by a Purchasing Entity against
this Master Agreement, whichever is later, or such longer period as is required
by the Purchasing Entity's state statutes, to assure compliance with the terms
hereof or to evaluate performance hereunder.
14.1.2 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 the Master
Agreement or Orders or underpayment of fees found as a result of the
examination of the Contractor's records.
14.1.3 The rights and obligations herein exist in addition to any quality assurance
obligation in the Master Agreement that requires the Contractor to self-audit
contract obligations and that permits the Lead State to review compliance with
those obligations.
14.2 Confidentiality, Non-Disclosure, and Injunctive Relief
14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents
may, in the course of providing a Product under this Master Agreement, be
exposed to or acquire information that is confidential to Purchasing Entity or
Purchasing Entity's clients.
14.2.1.1 Any and all information of any form that is marked as confidential or
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 24
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
would by its nature be deemed confidential obtained by Contractor or
its employees or agents in the performance of this Master Agreement,
including but not necessarily limited to (1) any Purchasing Entity's
records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity
("Confidential Information").
14.2.1.2 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.
14.2.1.3 Confidential Information does not include information that (1) is or
becomes (other than by disclosure by Contractor) publicly known; (2)
is furnished by Purchasing Entity to others without restrictions similar
to those imposed by this Master Agreement; (3) is rightfully in
Contractor's possession without the obligation of nondisclosure prior
to the time of its disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity without the
obligation of confidentiality, (5) is disclosed with the written consent of
Purchasing Entity; or (6) is independently developed by employees,
agents or subcontractors of Contractor who can be shown to have had
no access to the Confidential Information.
14.2.2 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.
14.2.2.1 Contractor shall advise each of its employees and agents 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.
14.2.2.2 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.
14.2.2.3 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.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 25
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
14.2.2.4 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.
14.2.3 Injunctive Relief. Contractor acknowledges that Contractor's breach of Section
14.2 would cause irreparable injury to the Purchasing Entity that cannot be
adequately compensated in monetary 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 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.
14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they
are not in conflict with the applicable public disclosure laws of any Purchasing
Entity.
14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor's
obligations under this section will also extend to NASPO ValuePoint's
Confidential Information, including but not limited to Participating Addenda,
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 this Master Agreement. To the extent permitted by law,
Contractor shall notify the Lead State of the identity of any entity seeking access
to the Confidential Information described in this subsection.
14.2.6 Public Information. This Master Agreement and all related documents are
subject to disclosure pursuant to the Lead State's public information laws.
14.3 Assignment/Subcontracts
14.3.1 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.
14.3.2 The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties, to NASPO ValuePoint and other
third parties.
14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar
days, notify the Lead State in writing of any changes in the Contractor's key administrative
personnel managing the Master Agreement. The Lead State reserves the right to approve
or reject changes in key personnel, as identified in the Contractor's proposal. The
Contractor shall propose replacement key personnel having substantially equal or better
education, training, and experience as was possessed by the key person proposed and
evaluated in the Contractor's proposal.
14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no
authorization, express or implied, to bind the Lead State, Participating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liability or
understanding whatsoever, and shall not to hold itself out as agent except as expressly set
forth herein or as expressly set forth in an applicable Participating Addendum or Order.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
14.6 Cancellation. Unless otherwise set forth herein, 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 will not affect
the rights and obligations attending Orders outstanding at the time of cancellation, including
any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for
Products delivered and accepted, rights attending any warranty or default in performance
in association with any Order, and requirements for records administration and audit.
Cancellation of the Master Agreement due to Contractor default may be immediate.
14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay
or default caused by fire, riot, unusually severe weather, other acts of God, acts of war
which are beyond that party's reasonable control, pandemics, or epidemics that would
negatively impact supply chain distribution. The Lead State may terminate this Master
Agreement upon determining such delay or default will reasonably prevent successful
performance of the Master Agreement. This clause does not absolve Purchasing Entity of
their payment obligations for goods or services received. Past due account charges will not
accrue until the conclusion of the Force Majeure event, at which point Contractor shall also
be expected to resume their Service obligations.
14.8 Defaults and Remedies
14.8.1 The occurrence of any of the following events will be an event of default under
this Master Agreement:
14.8.1.1 Nonperformance of contractual requirements;
14.8.1.2 A material breach of any term or condition of this Master Agreement;
14.8.1.3 Any certification, representation or warranty by Contractor in response
to the solicitation or in this Master Agreement that proves to be untrue
or materially misleading;
14.8.1.4 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
14.8.1.5 Any default specified in another section of this Master Agreement.
14.8.2 Upon the occurrence of an event of default, the 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. Time allowed for cure will not diminish or eliminate Contractor's liability for
damages, including liquidated damages to the extent provided for under this
Master Agreement.
14.8.3 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 27
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
of its obligations under this Master Agreement and the Lead State shall have the
right to exercise any or all of the following remedies:
14.8.3.1 Any remedy provided by law;
14.8.3.2 Termination of this Master Agreement and any related Contracts or
portions thereof;
14.8.3.3 Assessment of liquidated damages as provided in this Master
Agreement;
14.8.3.4 Suspension of Contractor from being able to respond to future bid
solicitations;
14.8.3.5 Suspension of Contractor's performance; and
14.8.3.6 Withholding of payment until the default is remedied.
14.8.4 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 shall have all of the rights
and remedies under this paragraph regarding its participation in the Master
Agreement, in addition to those set forth in its Participating Addendum. 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 will be construed to limit the rights and remedies available
to a Purchasing Entity under the applicable commercial code.
14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to
declare a default or enforce any rights and remedies will not operate as a waiver under this
Master Agreement, any Participating Addendum, or any Purchase Order. 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
Purchase Order, or breach of any terms or requirements of this Master Agreement, a
Participating Addendum, or Purchase Order will 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, any Participating Addendum, or any Purchase
Order.
14.10 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 public procurement or contracting 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.
14.11 No Waiver of Sovereign Immunity
14.11.1 In no event will this Master Agreement, any Participating Addendum or any
contract or any Purchase Order issued thereunder, or any act of the 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
otherwise, from any claim or from the jurisdiction of any court.
14.11.2 This section applies to a claim brought against the Participating Entities who are
states only to the extent Congress has appropriately abrogated the state's
sovereign immunity and is not consent by the state to be sued in federal court.
This section is also not a waiver by the 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.
14.12 Governing Law and Venue
14.12.1 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.
14.12.2 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.
14.12.3 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.
14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity
who is a state 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 in that state for the purpose of carrying out the Contractor's obligations
under this Master Agreement or Participating Addendum, including, at the Participating
Entity's option, the right to control any such litigation on such claim for relief or cause of
action.
14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order,
the terms of this Master Agreement as they apply to the Contractor, Participating Entities,
and Purchasing Entities, including but not limited to pricing and the reporting of sales and
payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master
Agreement and shall continue to apply to all Participating Addenda and Orders until the
expiration thereof.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
SIGNATURE PAGE
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
Sam Yoshida Department of Personnel &Administration
By: State Purchasing & Contracts Office
Title: EVP & GM Tony Gherardini, Executive Director
DocuSigned by: ®DocuSigned by:
igna ure John Chapman, toe urchasing Manager
Date:
11/28/2023 Date: 11/30/2023
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 valid 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 and/or Services provided hereunder.
STATE CONTROLLER
Robert Jar A, JD
By:
7
Date: 11/30/2023
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 30
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
EXHIBIT A— STATEMENT OF WORK
I. Product Overview
A. Contractor is authorized to provide Products and Services in the following Groups and Sub-
Groups:
1. Primary Products and Services:
Group Products and Services
A A3 M F D — OEM only
B A4 MFD — OEM and Non-OEM
C Production Equipment — OEM and Non-OEM
D Single-function Printers — OEM and Non-OEM
E Large/Wide Format Equipment — OEM and Non-OEM
F Scanners — OEM and Non-OEM
G Software — OEM and Non-OEM
H Supplies (consumable) — OEM and Non-OEM
Managed Print Services
2. Ancillary Products and Services:
Sub- Products and Services
Group
G1 Software Related Services
C1 Standalone Production Devices (cutters, sorters, binders) — OEM and Non-OEM
C2 Industrial Print Equipment— OEM and Non-OEM
D1 Specialty Printers (3D, receipt, barcode label, card, cable) — OEM and Non-OEM
B. Contractor may not provide Products that have not been approved by the Lead State, with the
exception of NSP items, as referenced in section II.B.3.
C. Contractor may only offer Devices that meet the minimum requirements as outlined in section
II.A.
D. Any Products added to the Master Agreement throughout the term of the Contract must be
discounted according to the proposed discount for the appropriate Segment or as specified in
section II.A.4.
E. Contractor may provide MPS under any Group they offer under this Contract. However, MPS
may not be provided on any Devices that are being leased or rented to a Purchasing Entity by
another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do
so.
F. Contractor may add, remove or modify Products and Services on their Price Lists once per
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
calendar month, beginning in September 2024. Modifications do NOT include price increases.
Refer to section 6.1 of the Master Agreement Terms and Conditions for information
regarding pricing.
G. Any Device 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 Device(s) being
removed from the Master Agreement Price List(s) until such time they can be verified on Buyer's
Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer's Lab
within 90 days of it being added to the Price List, then Contractor shall remove the Device from
the Purchasing Entity location and substitute it with a Device of equal or greater value, at no
charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed
on Buyer's Lab.
II. Master Agreement Deliverables
A. Primary Product and Service Offerings
1. Group Categories. Segments shall be utilized to distinguish the various speeds of the
Devices within Groups. The speeds are denoted in Page per Minute (PPM). The
Segments for each Group are as follows:
Group A— MFD, A3
Segment PPM
2 20 - 30
3 31 —40
4 41 — 50
5 51 —60
6 61 — 70
7 71 — 90
Group B — MFD, A4
Segment PPM
1 Up to20
2 21 - 30
3 31 - 40
4 41 - 50
5 51 - 60
6 61+
Group C — Production Equipment
Segment PPM
1 65 - 79
2 80 — 89
3 90 - 110
4 111 — 130
5 131+
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
Group D — Single-function Printers
Segment PPM
1 Up to20
2 21 —40
3 41 —60
4 61+
Group E — Large/Wide Format Equipment
Segment Al or D Size Width — Width - Industry
PPM* Office
Low 0 -3 24" —44" 46" and higher
Medium Low 4 - 9 24" —44" 46" and higher
Medium High 10 - 19 24" —44" 46" and higher
High 20+ 24" —44" 46" and higher
*Speeds denoted above are based on b&w output
Group F - Scanners
Segment PPM
1 10 -29
2 30 —49
3 50 —69
4 70 - 89
5 90 - 110
6 111 — 130
7 131+
2. Device Configurations. Devices must be equipped, at a minimum, with the following
Accessories/capabilities:
2.1 Group A— MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 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.
2.2 Group B— MFD, A4
a. New power filter;
b. Bypass paper supply;
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 33
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2" x 14"; and
e. Envelope adjustment capability.
2.3 Group C— Production Equipment
a. New power filter;
b. Standard paper drawer(s);
c. Standard paper capacity;
d. Duplex; and
e. Network connectivity.
2.4 Group D— Single-function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine;
b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.
2.5 Group E — LargeMide Format Equipment
a. Hard-Disk drive;
b. Network connectivity;
c. Touch screen control panel; and
d. Automatic Media Selection — a built-on sensor detects the size of the original
and the proper media size is then selected.
2.6 Group F — Scanners
a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS);
b. Automatic Document Feeder (ADF);
c. Letter or legal paper size capacity;
d. Color depth of at least 24 bytes; and
e. Single pass duplex scan.
3. Device Standards. Devices must meet the following requirements:
3.1 Group A Base Units are OEM only.
3.2 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.
3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 34
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
Bronze Standard within one (1) year of being added to the Master Agreement Price
List.
3.4 Group E must be Energy Star compliant and registered within one (1) year of being
added to the Master Agreement Price List.
3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star
compliant (applicable to Group D and E Devices only)within one (1) year, then they
will be removed from the Price List. If said Devices have already been placed at a
Purchasing Entity's location, then Contractor must replace the Devices with a
comparable, qualified model, at no cost to the Purchasing Entity.
3.6 All Devices must be Newly Manufactured, current, Remanufactured, or
Refurbished, except as specified in a Participating Addendum. Discontinued
Devices are not permitted to be offered under the Master Agreement.
3.7 Devices, when installed, and if available, must be set-up to receive automatic
software updates and patches.
3.8 Device specifications must be published on the Contractor website.
3.9 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.
3.10 Devices must maintain a PPM speed, according to Segment classification.
3.11 Devices 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 long as the recycled paper in use meets the standard
paper specifications (e.g., multi-purpose, copy, or laser paper).
4. Device Exceptions
4.1 Group B, Group C, Sub-Group C1, Sub-Group C2, Group D, Sub-Group D1, Group
E, and Group F will not be restricted to OEM, and do not have to be Private
Labeled.
4.2 Group C, Sub-Group C1, Sub-Group C2, and Group F are not required to be
EPEAT registered or Energy Star compliant.
4.3 Digital Duplicators may be offered by Contractor under Group A, and must be
priced based on the minimum discount offered in the Segment to which they most
closely relate.
4.4 Under Group E, 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.
5. Accessories
5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that
compliment or enhance the features of the Device.
5.2 Contractor may also maintain a separate price list for Accessories for Base Units
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 35
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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.
5.3 Purchasing Entities may add Accessories to Devices that have been purchased,
leased or rented under prior NASPO ValuePoint Master Agreements, as well as
via any other means. If the Device is currently being leased or rented, Purchasing
Entity must obtain Contractor approval to add Accessories. Purchasing Entities
shall also be advised that obtaining Accessories from a Third Party and not the
Contractor or their Dealer may void certain warranty or maintenance agreement
provisions.
6. Remanufactured and Refurbished Equipment
6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any
Group.
6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT
registered or Energy Star compliant.
6.3 Equipment can be acquired via a purchase or lease agreement.
6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or
Refurbished Equipment is being offered.
6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such,
and must be certified by the Manufacturer.
6.6 Remanufactured Equipment must be priced according to the minimum discount
offered for similar Equipment in the same Group and Segment of the resulting
Master Agreement.
6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than
the lowest priced Device of the Group and Segment to which the Refurbished
Equipment belongs.
6.8 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.
7. Group G - Software
7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may
be provided as a standalone option on any owned, leased or rented Device.
7.2 Software pricing for unique designs or complex configurations will be quoted on a
case by case basis.
7.3 Contractor may provide OEM and/or Third Party software.
7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices
must have universal software drivers.
7.5 Purchasing Entities that acquire software shall be subject to the license
agreements distributed with such software, provided such terms do not contradict
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 36
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
the language in the Master Agreement, and unless otherwise stated in a
Participating Addendum.
7.6 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 by
utilizing the proposed lease rates.
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, unless installation is excessive, and charges are
agreed to by Purchasing Entity.
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, unless
otherwise agreed to in an Order.
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.
8. Group H — Supplies (consumable)
8.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices.
The Ink and/or paper may be purchased as standalone 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.
8.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B,
C, D and F, as well as Sub-Groups C1, C2 and D1 . 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. All compatible Supplies must meet OEM
standards for performance and quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 37
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
I. Ribbon;
m. Developer;
n. Rollers and Pads; and
o. Maintenance Kits.
8.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and
should avoid petroleum inks and inks with high volatile compounds. Toner
cartridges should also be remanufactured, contain recycled content, or be bio-
based.
8.4 Contractor shall provide the Purchasing Entity with a method to return the empty
toner cartridges at no additional charge.
9. Service Offerings
9.1 Group I - Managed Print Services
a. The main components of an MPS engagement are needs assessment,
selective or general replacement of Devices, and the Service, parts and
Supplies needed to operate the new and/or existing Devices, including
existing Third Party Devices as owned by the Purchasing Entity. The
Contractor tracks how the Device fleet is being used, the problems associated
with that use, and customer satisfaction in regards to meeting statement of
work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices,
Contractor must also offer project implementation Services, and customer
help-desk support and training.
c. Contractor may also offer hourly Services for consulting purposes, project
management, change management plans, and other staffed Services which
meet customer needs such as to operate copy centers or complete back file
scanning projects.
d. MPS may also include enterprise content management Services and
workflow optimization components, such as scanning and document capture
solutions, developing custom applications for smart MFDs that automate
paper-intensive document workflows and route scanned pages to document
management systems. It can also be extended to include the restructuring of
document workflows. Some MPS engagements may be designed to improve
document security or to reduce print volumes and power consumption for
environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to
complete a detailed statement of work, similar to the format referenced in
Exhibit E, Sample MPS Statement of Work, and it must be approved by
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
both parties prior to the initiation of any engagement.
f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document
workflow; identification of Service, Supplies, and parts; current output;
total cost of ownership; employee to Device ratio; preliminary
estimated cost savings);
ii) Implementation (e.g. plan development; hardware and software
installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter
reads; automated toner replenishment);
iv) End-user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business
reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record
management; network and data security; document workflow
consulting; document scanning; back-file conversion; mail-room
Services);
ii) Cost-based Assessment (e.g. asset mapping; end-user survey;
detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on-
site break/fix; parts management; warranty management);
v) Ongoing Fleet Management and Optimization (e.g. consumable
spend; continual assessments; green initiatives; add/move/change
Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull-print,
enterprise content management; automated workflow; capture and
route; security); and
vii) Cartridge Recycling.
h. 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.
i. MPS pricing and billing options shall be flexible and the Purchasing Entity will
drive the complexity of the solution required with a staged approach to
implementation.
9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to
automatic renewals.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
a. Pricing
i) Pricing must 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 may also be provided.
iii) Pricing for a monthly base charge, a set copy allowance, an overage
rate for b&w and/or color, and Supplies may also be provided.
iv) Flat Rate Fee pricing must be provided that includes all parts, labor,
Preventative Maintenance, and Service Calls for Groups A, B, C and
D. Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all parts,
labor, Preventative Maintenance (if applicable), and Service Calls, but
excludes Supplies.
vi) Paper and ink for Group E Devices shall not be included as part of the
Service and Supply pricing.
vii) Contractor may increase their Service and Supply pricing to include
staples (if applicable to the Device).
viii) Contractor may provide a flat rate fee without staples, and a flat rate
fee with staples. All flat rate fees shall allow for an annual increase of
up to 5%.
ix) Contractor may charge flat rate fees for Services performed on any
Accessories.
x) 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.
xi) 11"x17" impressions may be counted as one (1) click or two (2) clicks
on Group A and C Devices.
xii) Contractor may offer a one (1) click rate that encompasses all paper
sizes for Group C Devices.
xiii) A two-sided document shall be counted as two (2) clicks.
xiv) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Maintenance
Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the
Maintenance Agreement, Contractor may adjust the pricing, as long
as the pricing does not exceed Master Agreement rates.
ii) For leased Devices, the total Maintenance Agreement term shall be
equal to the term of the lease (e.g. 24, 36, 48 months etc.).
iii) For purchased Devices, the initial term is determined by the
Purchasing Entity, as long as it does not exceed 60 months.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 40
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices
that were acquired under prior Master Agreement (RFP-NP-18-001) or
Master Agreement (3091), then section ILA (9.2)(h) shall apply.
d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs
over a large Device 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, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads
from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor's online portal, or
through email, or facsimile.
iii) A Participating State or Entity may also elect, at their discretion, to
submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement
for Devices they already own, or Devices 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.
g. Leased Devices
i) Contractor shall be required to provide a Maintenance Agreement on
all Devices that are leased by a Purchasing Entity.
ii) The Maintenance Agreement shall be priced based on a cost per click
rate, or a monthly base charge.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a
Maintenance Agreement on any Device that is owned or was leased
or rented through Master Agreement (RFP-NP-18-001), 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;
2) The maximum term of the Maintenance Agreement does not
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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 sections ILA (9.2)(f) and ILA (9.2)(g).
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
the new Master Agreement pricing, until the Purchasing Entity reaches
the five (5) year mark. Refer to section ILA (9.2)(h)(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
120% of the Service and Supply pricing in the new Master Agreement.
B. Ancillary Product and Service Offerings
1. Sub-Group Categories. The following Products and Services are sub-groups of the
Primary Product and Service Offering Groups.
1.1 Sub-Group G1 — Software Related Services. This is a sub-group of Group G —
Software. This sub-group shall include, but not be limited to, the following Services:
a. Cloud-based scanning (software as a service, enterprise content
management); and
b. Industrial Print solutions (back-file conversion, enterprise content
management).
1.2 Sub-Group C1 — Standalone Production Devices. This is a sub-group of Group
C— Production Equipment. Products offered under this sub-group are not restricted
to OEM, and may include, but not be limited to, the following:
a. Cutters;
b. Inline Finishers;
c. Folders;
d. Sorters;
e. UV Coaters; and
f. Binders.
1.3 Sub-Group C2 — Industrial Print Equipment. This is a sub-group of Group C —
Production Equipment. Products offered under this sub-group are not restricted to
OEM, and may include, but not be limited to, the following:
a. Digital Label Press;
b. Digital Press;
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
c. 3D Printers;
d. 48" and larger Wide Format Printers (roll-fed, hybrid, flatbed);
e. Continuous Feed Inkjet;
f. High Speed Inkjet; and
g. Decorative Print & Embellishment.
1.4 Sub-Group D1 — Specialty Printers. This is a sub-group of Group D — Single-
Function Printers. Products offered under this sub-group are not restricted to OEM,
and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
f. Cable printers.
2. Sub-Group Category Discounts. Products in Sub-Groups C1, C2 and D1 must be
discounted at a minimum of 5%for OEM and a minimum of 2%for Non-OEM, unless such
discounts would exceed the discount amount offered for OEM and Non-OEM within Group
C and Group D, respectively.
3. Open Market Items
3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or
enhance the Devices and/or Services offered under the Master Agreement. NSP
items will not include:
a. Interactive White boards;
b. Computers, monitors, or other related hardware items;
c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.
3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer
and must be reported quarterly with all other sales under the Master Agreement.
3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.
3.4 NSP items may 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.
3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market
Items in their Participating Addendum.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 43
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
4. Emerging Technologies
4.1 Upon approval from the Lead State, Contractor may add new, related technology
to the resulting Master Agreement.
4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.
4.3 Any new technology that a Contractor requests to add to their Price List must
contain a full description of the Product, the MSRP and pricing information, and an
explanation/justification as to how the Product conforms to the requirements of the
RFP and Master Agreement.
4.4 Any new technology must be priced according to the lowest discount offered for
any Product under the Master Agreement. No discount or a 0% discount does not
qualify as a "lowest" discount.
III. Purchase and Lease Programs
A. Acquisition Methods. Contractor may offer the following:
Financial Vehicle Standard Terms Offered
Purchase N/A
Fair Market Value Lease 12,18, 24, 36, 48 and 60
Capital Lease
months
Straight Lease
1. All Devices on Contractor's Price List may be purchased or leased, either as a packaged-
deal, or stand-alone item.
B. Device Trade-In
1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based
upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to
do a Device Trade-In, when placing a purchase or lease Order.
2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the
Contractor, and shall not include any disposal or shipping fees.
C. Lease Rates
1. Contractor may elect to include property tax in their lease rates, or they may bill the
Purchasing Entity separately for property tax.
2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed
throughout the Initial Lease Term, regardless of whether the Contractor had increased
their lease rates in the Master Agreement Price Lists. If Contractor has decreased their
lease rates in their Price Lists, then they may extend that lower rate to the Purchasing
Entity.
3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.
4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be
subject to the lease rates listed in the most recent Price Lists posted on the NASPO
ValuePoint website.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
5. 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
a comparable index, and must be the rate in effect at the end of each calendar quarter.
6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the
purchase price of the Device may be multiplied by the lease rate to arrive at the resulting
monthly Device Payment. Proposed rates must include the following information:
6.1 The Daily Treasury Yield Curve (or comparable index) Rate;
6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate;
a. The fixed margin for each lease type being proposed, and how that margin is
determined; and
b. The methodology for determining the 48 month base rate if a 4-year rate is
not published.
6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to
add Products to an existing lease agreement. The calculation for the Coterminous
lease rates must adhere to the following methodology:
For example.- A customer enters into a 36 month FMV Lease, and 12 months
into that lease, they decide to add an Accessory to the Base Unit. The Contractor
shall divide the 36 month cumulative Device Payment by 24 months to arrive at
the monthly Coterminous payment for that Accessory. That payment will then be
added to the existing Device Payment. The new Total Monthly Payment must
then be disclosed to the Purchasing Entity.
D. Leasing Overview
1. All lease programs shall remain with the Contractor or Authorized Dealer through an in-
house leasing program, or through the financial branch or subsidiary of Contractor. In
addition, Contractor and their Authorized Dealer may use Third Party leasing companies,
however; all Third Party leasing company documents must be reviewed and approved by
the Lead State and said documents must be incorporated into the Master Agreement
before any Participating State, Participating Entity, or Purchasing Entity can use them. It
will be at the discretion of the Participating State, Participating Entity, or the Purchasing
Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third
Party leasing company. All contractual obligations however, will still be the responsibility
of the Contractor.
2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master
Agreement, and according to the requirements listed in their states' Participating
Addendum.
3. Lease agreements shall not be subject to automatic renewals. This is non-negotiable in
any Particpating Addendum or Order.
4. A lease agreement issued prior to the termination of the Master Agreement and
Participating Addendum, shall survive the termination of the Master Agreement and the
Participating Addendum, and all terms and conditions of the Master Agreement and
Participating Addendum shall continue to apply.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 45
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
5. 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 Device at the end of the
Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick
the Device up, without any further financial obligations to the Purchasing Entity.
6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial
or Renewal Term.
7. Device returns must be performed within thirty (30) calendar days after the Contractor or
Authorized Dealer provides return shipping instructions to the Purchasing Entity.
8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar
days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total
monthly payment amount for such Device, for each month that the Device remains at
Purchasing Entity's location. Contractor or Authorized Dealer is not permitted to bill the
Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when
Purchasing Entity has made it available.
9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return
costs.
10. The maximum term on any Initial Lease Term shall be 60 months.
11. 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 Device.
12. All Renewal Terms shall be billed on a monthly basis.
13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may
cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written
notice.
14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term
will automatically terminate at the end of the 12-month period, unless the Purchasing
Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a
Purchasing Entity wants to cancel their 12-month Renewal Term early, then early
termination fees shall apply, and will be equivalent to the remaining stream of equipment
payments only (i.e. less maintenance).
E. Leasing Options
1. FMV Lease
1.1 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, Sub-Group C1, Sub-
Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the
Contractor's available options, and at the discretion of the Participating State or
Entity.
1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Exercise their purchase option;
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
b. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pick the Device
up.
2. Capital Lease ($1 Buyout Lease)
2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,
187 247 367 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub-
Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the
Contractor's available options, and at the discretion of the Participating State or
Entity.
2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to
the Device to the Purchasing Entity, or as otherwise determined in a Participating
Addendum or an Order, and the Purchasing Entity shall not be subject to any
additional expense in order to assume possession of the Device.
3. Straight Lease
3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of
127187 247 367 48, or 60 months for Group A, Group B, Group C, Sub-Group C17
Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the
Contractor's available options, and at the discretion of the Participating State or
Entity.
3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device
up.
F. Leasing Terms and Conditions
1. Possession and Return of Leased Devices
1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the
Devices are in Purchasing Entity's possession. Purchasing Entity shall be relieved
of all risks of loss or damage to the Devices during periods of transportation and
de-installation.
1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their
End of Term (EOT)options at least sixty(60) days prior to the end of any Initial Lease
Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of lease agreement;
b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.
1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 47
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
Device, 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 Device, the Initial Lease Term shall be terminated on the
date as stated in the Order and removal of the Device will be mutually arranged,
unless otherwise specified in an Order.
1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will
immediately make the Device available to Contractor in as good of condition as
when Purchasing Entity received it, except for ordinary wear and tear.
1.5 Contractor shall not impose any charges on the Purchasing Entity for the removal of
the Equipment, with the exception of Group C and Sub-Group C1 and Subgroup C2
Devices, in which case Contractor may charge Purchasing Entity a mutually agreed
upon price for special rigging.
2. Payment. The first scheduled payment (as specified in the applicable Order), will be due
following the Acceptance of the Device(s), 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.
3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on
a Straight Lease.
4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Return option on an FMV or Straight Lease, and return the Device to the Contractor in
good working condition (ordinary wear and tear excepted).
5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or
Downgrade on a lease at anytime throughout the term of the lease agreement. The
Purchasing Entity and the Contractor shall negotiate the price of the Device Upgrade or
Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be
less than the remaining stream of Device Payments.
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. 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.
7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign
the Device or any lease agreement without Contractor's prior written consent (which
consent shall not be unreasonably withheld).
7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of
Contractor's interests in the Device and/or these Lease Terms or any Order for
leases, without notice to Purchasing Entity even if less than all the payments have
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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.
7.2 No assignment to an Assignee will release Contractor from any obligations
Contractor may have to Purchasing Entity.
8. Early Termination Charges
Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Straight Leases
shall be subject to an early termination charge, and shall involve the return of the Device
(in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to
the Contractor. With respect to the Device, the termination charge shall not exceed the
balance of remaining Device 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.
9. Default. Each of the following is a "default" under these lease terms:
9.1 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;
9.2 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;
9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of
creditors;
9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or
substantially all of such guarantor's assets; or
9.5 Purchasing Entity stops doing business as a going concern or transfers all or
substantially all of Purchasing Entity's assets.
10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, 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, at the discretion of the Participating
State or Entity:
10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that
Contractor has entered into with Purchasing Entity;
10.2 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:
a. All past due payments and all other amounts payable under the lease
agreement;
b. All unpaid payments for the remainder of the lease term, discounted at a rate
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 49
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
equal to three percent (3%) per year to the date of default; and
c. Require Purchasing Entity to deliver the Device to Contractor per mutual
arrangements.
IV. Contractor Responsibilities and Tasks
A. Service Requirements
1. Technicians. All technicians must be factory trained by the OEM and certified to Service
the Devices.
2. Standard Service Levels. Participating States and/or Entities may negotiate their own
Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum,
adhere to the following requirements:
2.1 End-User Training
a. Purchasing Entity may request an initial one-hour training session for each
Device ordered under the Contract. Contractor shall provide this initial
training, free of charge, via one of the following delivery methods: On-site,
web-based, or on-line. The delivery method selected for each Device will be
at Contractor's sole discretion. Purchasing Entity should be advised that while
this initial one-hour of free training shall be provided by Contractor at
Purchasing Entity's request, Contractor will not provide substitutions (e.g. free
supplies, deeper discounts, etc.) in lieu of this training.
b. Purchasing Entity may also request an additional one-hour training session
for technical support, which shall include network connectivity and print driver
installation. This additional training shall be provided via a delivery method
mutually agreed upon by Contractor and Purchasing Entity, and at a mutually
agreed upon price.
c. 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.
d. Contractor may 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, and mutually agreed upon, prior to Order
placement.
e. Contractor must provide on-site or off-site operational training to designated
Purchasing Entity personnel, until the personnel are able to operate the
Device 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, and mutually agree upon, prior to Order
placement.
f. Contractor shall provide Device literature, user-manuals, and access to on-
line resources, if available, at no charge to the Purchasing Entity.
g. For Groups A, B, C, D, E, and Sub-Groups C17 C2, and D1, Contractor shall
provide a no charge, toll-free end-user technical support number that
Purchasing Entities can utilize for everyday minor troubleshooting (i.e. this
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 50
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
does not include network connectivity or print driver installation). A
Purchasing Entity must be able to obtain assistance during Normal Business
Hours.
h. Contractor shall provide phone/technical support within two (2) hours of
Purchasing Entity's request for assistance, providing such request, and
subsequent support, falls within normal business hours.
2.2 Preventative Maintenance. Contractor must 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.
2.3 Device Performance
a. Device Downtime shall be computed from the time the Contractor is notified
of Device failure until the time in which the Device is fully operational.
b. Device Downtime due to lack of consumable Supplies is not acceptable.
c. Contractor must provide daily communication to the Purchasing Entity
regarding inoperable Devices, including updates regarding resolution
timeframe, and any parts, Accessories, or Devices on back-order.
2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2)
Business Days, due to Device malfunction, as reasonably determined by
Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such time as the
inoperable Device is now operable; or
b. At the discretion of the Participating State or Entity, provide the Purchasing
Entity with off-site manned production capabilities, at the sole cost to the
Contractor, to accomplish the work of the Device that is inoperable.
c. If any Device in Group C or Sub-Groups C1 and C2 are inoperable for two (2)
Business Days, due to Device malfunction, as reasonably determined by
Contractor, then Contractor shall provide access to an off-site manned
production facility as an accommodation to the Purchasing Entity.
2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five
(5) years after the Purchasing Entity's Acceptance of any Device.
b. All Device components, spare parts, application software, and ancillary
Devices that are supplied under any resulting Master Agreement, must
conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable
and installed in accordance with Manufacturer specifications.
d. Repair parts may be new, reconditioned, reprocessed or recovered.
2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 51
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
adhere to the following Service Call Response Times based on the distance
that their Service Base Location is from the Purchasing Entity:
Service Definition Response Time
Zone
Urban Within 60 miles 4 - 6 Hours
Rural 60 — 120 miles 1 - 2 Business Days
120+ miles, or only
Remote accessible by plane or 4—5 Business Days
by boat
b. 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:
i) 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.
c. Contractor(s) may charge different rates according to each Service Zone.
2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and
repair Services provided for each Device.
b. 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.
2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and re-
installing Device.
b. Contractor may charge for this Service based on the following table:
However, additional relocation charges may be charged for Group C and
Sub-Group C1 and C2 Devices.
Service Distance from current Charge
Zone placement of Device
1 Within the same building No Charge
Allowed*
Up to 50 miles from building in Flat Rate Fee, plus
2 which Device is currently placed Per Mile or Hourly
Fee
More than 50 miles from Flat Rate Fee, plus
3 building in which Device is Per Mile or Hourly
currently placed Fee
*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 relocations. The price shall be agreed upon in writing
by Contractor and Purchasing Entity prior to any Device relocation in Zone
1.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 52
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
c. Contractor may not charge for any fees incurred due to fuel or tolls.
d. 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.
e. Contractor is required to offer Device relocation services for all leased
Equipment.
3. Meter Read Invoicing
3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall
provide meter reads within the Contractor's requested time-frame.
3.2 Invoices that are generated without receiving the proper meter read information
from the Purchasing Entity will not be considered inaccurate.
3.3 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 forfailure to submit payment by the invoice due date.
3.4 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.
4. Reporting
4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce
reports that can be measured against the required SLA components.
b. 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.
4.2 Periodic 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.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
iii) Dates that Preventative Maintenance was performed, if applicable;
and
iv) Estimated end of Useful Life per Device, based on current usage.
b. The report may include, but not be limited to, the following:
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.
B. Customer Service
1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to
ensure compliance with the resulting 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 provide a single point of
contact for the following:
1.1 Master Agreement Contract Administrator — shall be 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 the Master
Agreement;
1.2 NASPO ValuePoint Reporting Contact — shall be responsible for submitting
quarterly reports and the quarterly Administrative Fee to the appropriate personnel;
1.3 Master Agreement Marketing Manager— shall be responsible for marketing the
resulting Master Agreement, as well as creating Participating State websites, and
ensuring that all uploaded data and content is current; and
1.4 National Service Manager — shall be responsible for overseeing the Regional
Service Managers, Field Service Technicians, training, and inside Service
operations. This position will work 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.
2. Single Point of Contact. 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, reporting, status of Orders, customer complaints and
escalated issues.
3. Service and Support Hours. Contractor must provide full Service and support for
Products during Normal Business Hours.
4. Customer Service Team. Contractor shall also have a designated customer service team
who shall be available by phone (via local or toll free number), fax, or email during Normal
Business Hours.
5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business
Hours for any Device that needs to be serviced. Such coverage shall be billed to the
Purchasing Entity at an hourly rate.
6. Online Access. Customer service representatives shall have online access to account
information and be able to respond to inquiries concerning the status of Orders (shipped
or pending), delivery, back-orders, pricing, Product availability, Product information, and
account and billing questions.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
C. Authorized Dealers
1. Contractor can engage Authorized Dealers to provide Products and/or Services.
2. In the event a Contractor elects to use Authorized Dealers in the performance of the
specifications, the Contractor shall serve as the primary Contractor, and shall be fully
accountable for assuring that their Authorized Dealers comply with the terms and
conditions of the resulting Master Agreement, and any Participating Addendum, and shall
be liable in the event Authorized Dealers fail to comply with such terms and conditions.
3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing,
Master Agreement, and Participating Addendum requirements, and Contractor shall
provide training to all of their Authorized Dealers at least once per calendar year, or as
otherwise determined by the Lead State.
4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and
invoice them directly, unless otherwise stated in a Participating Addendum.
5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer
Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of
engaging or removing a Dealer.
6. 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. Under no
circumstances is a Participating State or Entity permitted to use a Dealer that has not
been approved by the Lead State.
7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the
Master Agreement, then it shall be at the discretion of the Lead State, upon
recommendation from the Participating State, to:
7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead
State or;
7.2 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.
D. Device Demonstration Requirements
1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group C, Sub-
Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F.
2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured,
or Refurbished Devices shall be converted to a purchase or lease.
3. At the discretion of the Participating State or Entity, and upon request by a Purchasing
Entity, showroom Devices for Groups A, B, and C may be converted to a purchase or
lease, providing the following conditions are met:
3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies
total (i.e. b&w and color combined);
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 55
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
3.2 The meter count on Group C Devices does not exceed 50,000 copies total (i.e.
b&w and color combined);
3.3 The Device must be discounted by at least 5% off of the Master Agreement pricing
for that same Device; and
3.4 The Purchasing Entity and the Contractor indicate on the Order that the Device is
a showroom model.
4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not
exceed thirty (30) calendar days.
5. If Purchasing Entity does not make the demonstration Device available for pickup after
thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device
for each day that it remains at Purchasing Entity's location. Such rates shall not exceed
current market standards.
E. Device Installation Requirements
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 limited to, the following:
1.1 Air conditioning;
1.2 Electrical;
1.3 Special grounding;
1.4 Cabling;
1.5 Space;
1.6 Humidity and temperature limits; and
1.7 Other considerations critical to the installation.
2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring
or dedicated lines.
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. 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.
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.
6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of
installation which shows the name, address, and telephone number of Contractor or
Authorized Dealer responsible for warranty Service of the Device.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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.
F. Security Requirements
1. Network and Data Security
1.1 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.
1.2 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.
1.3 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.
2. Sensitive Information. Sensitive information that is contained in any Legacy Devices 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.
3. Data Breach. Contractor shall have an incident response process that follows National
Institute of Standards and Technology (NIST) standards as referenced in the NIST
Computer Security Incident Handling Guide, which can be downloaded at
s://www.ii�es�. oar/ ull,:�lllica�lioii�s coii�rn weir secuirli� i�clideii�� Ihaii°�dllliii� ulide and it shall
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,g,,,,,,,,,,,,,,,,,,,,,,,p,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,p ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,......,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,q,,,,,,,g,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
include, at a minimum, breach detection, breach notification, and breach response.
Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning
of such breach.
4. Authentication and Access
4.1 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.
4.2 Any network connected Device must have the ability to connect via Dynamic Host
Configuration Protocol (DHCP) or Static IP address.
4.3 The credential information for any remote authentication method may not be
maintained within the Device's memory.
4.4 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 Device installation.
5. Hard Drive Removal and Surrender
5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable)
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 57
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
from the Device at the end of its Useful Life, or when any hard drive is repossessed
by Contractor; or
5.2 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.
5.3 If Contractor takes possession of any Device at a 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.
5.4 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.
5.5 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, section IV.I (5.1) shall
apply.
5.6 If Contractor is removing another Manufacturer's Device, 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 section are met.
G. Contractor Notices. 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.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 58
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
EXHIBIT B — SAMPLE D&A CERTIFICATE
NASPO VALUEPOINT MASTER AGREEMENT NO.
AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.
WITH Insert Name of Contractor
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:
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 59
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
EXHIBIT C —AUTHORIZED DEALER FORM
Manufacturer Name:
(Check one)
❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO
ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement.
❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi-
Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following
reason (required):
State(s) Serviced by Dealer:
Dealer Name:
Address:
Phone (include Toll-Free, if
available):
Contact Person(s):
Email Address:
FEIN:
Signed: Date:
(Contractor Representative)
Signed: Date:
(Authorized Dealer Representative)
(Print First and Last Name of Authorized Dealer Representative)
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 60
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
EXHIBIT D -AUTHORIZED DEALERS BY STATE
Exhibit D-
Authorized Dealers b�
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 61
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
EXHIBIT E — SAMPLE MPS STATEMENT OF WORK
Agency/Customer: F Contractor:
Contact Name: Contact Name:
Address: F Address:
Email: Email:
Phone: Phone:
Fax: F Fax:
Contractor
website:
Print Assessment Period of
Date: Performance:
Statement of Work must incorporate the following documents:
NASPO ValuePoint Master Agreement# 140602 [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:
5. Location:
Enter all physical locations of where work will be performed
6. Discovery/Assessment:
Contractor will be required to discover/assess Purchasing Entity print environment as described below:
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 62
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
Deliverables:
Describe the deliverables for Discovery/Assessment
Checkpoints:
Describe the checkpoints for Discovery/Assessment
7. Data Security
Include description of data security requirements
8. Data Breach
Describe any data breach requirements
9. Equipment Guarantees
Describe downtime, on-site service, response time etc. (Note: this section must, at a minimum, adhere to the
same 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 Implementation
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:
Insert description of Purchasing Entity Roles and Responsibilities
14. Performance Penalties
Insert description of Contractor Performance Penalties
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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.
This Agreement 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
Contractor Signature Date Purchasing Entity Signature Date
Contractor or Authorized Dealer Printed Name,Title Purchasing Entity Printed Name,Title
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64
oocuoign Envelope ID: 169eeslC-AF75-463»-al71-3737ecF7Fsao
ATTACHMENT 1 - CANON LEASE AGREEMENT
CANON:FINANCIAL cla~~an .INC. NASPO LEASE AGREEMENT
CUSTOMER(FULL LEGAL NAME) DBA PHONE
BiLLING ADE RESS CITY COUNTY STATE ZIP
EQUIPMENT ADDRESS CITY COUNTY STATE ZIP
EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS
Quantity Serial Number MakelModel/Description N umber of Payments Total!Payment*
*Plus Applicable Taxes
TERM PAYMENTFREQUENICY TYPE OF LEASE
E]Otfier. Fair Market Value El Straight Lease E] Capitai Lease
THIS AGREEMENT IS NON-CANCELABLIE BY CUSTOMER EXCEPT AS DESCRIBED IN THE FISCAL FUNDING PROVISION HEREIN. CUSTOMER REPRESENTS THAT
ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN
TAKEN.THE UNDERSIGNED HAS READ,UNDERSTANDS AND HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
COMMENTS AUTHORIZED CUSTOMER SIGNATURE
By:X Title
Printed Name Email Address
By:X Title
Printed Name Email Address
ACCEPTANCE CERTIFICATE
Customer certifies that(a)the Equipment referred to in this Agreement has been received,(b)installation has been completed,(c)the Equipment has been examined by Customer and is in good operating order and condition and
is,in all respects,satisfactory to Customer,and(d)the Equipment is irrevocably accepted by Customer for all purposes under this Agreement.Accordingly,Customer hereby authorizes billing under this Agreement.
Signature: Printed Name Title(if any): Date
TERMS AND CONDITIONS
1. AGREEMENT: CFS leases toCustomer, and Customer leases from CFS, with its place of business at 168 Gaither
Drive, Suite 200, Mount Laurel, New Jersey 08054, all the equipment described above, together with all replacement
parts and substitutions for and additions to such equipment(^Equipmant'), upon the terms and conditions set forth in
this NASPO Lease Agreement(^Agreement'').
2. TERM OF AGREEMENT: This Agreement shall be effective on the date the Equipment is delivered to Customer
("Commencement Date"), provided Customer executes CFS' form of acceptance ("Acceptance Certificate") or otherwise
accepts the Equipment as specified herein. The term of this Agreement begins on the Commencement Date or any later
date that CFS designates (''AgreementDate"), and shall consist ofthe payment periods specified above and any
renewal periods. After acceptance of the Equipment, Customer shall have no right to revoke such acceptance or cancel
this Agreement during the term hereof, except as set forth herein. The term of this Agreement shall end, unless sooner
terminated by CFS after an event of default or under the Fiscal Funding provision, when all amounts required to be paid
by Customer under this Agreement have been paid as provided. Except as provided herein. Customer has no right to
return the Equipment to CFS.
3. RENEWAL OF LEASE; RETURNS OR PURCHASES OF EQUIPMENT; BUYOUTS: Leases shall not be subject to
automatic renewals, except as hereafter provided. With the exception of a Capital Lease arrangement, or unless
exercising the purchase option on an FMV Lease, Customer shall return the Equipment at the end of the initial lease
term, or at the end of the Renewal Lease Term, or CFS may pick the Equipment up, without any further financial
obligations to Customer. FMK/1=Leases Upon expiration of the initial lease term, Customer may do one of the following:
(1) Exercise its purchase option, or; (2) Renew the lease on a month to month basis, or a 12-month basis, at the
discretion of Customer, or; (3) Return the Equipment to CFS, or have CFS pick the Equipment up. Upon
the expiration of the initial lease term, CFS shall provide title tothe Equipment to the Cuotomer, or as otherwise
determinedinaNASPC)Va|uePointParticipadngAddendum (''ParticipatingAddendum^). andCustomersha|| notbe
subject to any additional expense in order to assume possession of the Equipment. Straight Leases Upon the expiration
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 65
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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 Equipment to CFS, or have CFS pick the Equipment up. If
Customer desires to exercise a purchase, renewal, or return of the Equipment, it shall give CFS at least thirty (30) days
written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Customer fails to
notify CFS 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 Equipment will be mutually arranged,
unless otherwise specified in a 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 Industrial Print Equipment,
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 Equipment available to Contractor in as good of condition as when Customer
received it, except for ordinary wear and tear. Equipment Payments for renewal terms shall never exceed Master
Agreement pricing. If Customer 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 ValuePoint website. Customers under FMV or Capital
Leases shall have a Buyout to Keep Option. Customers under FMV, Capital or Straight Leases shall have a Buyout to
Return Option. The Buyout to Return Option price shall be the Remaining Lease Balance (as hereinafter defined). The
Buyout to Keep 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 Capital Lease. Customer must notify CFS, in writing, at least thirty (30) days in advance, if it wishes
to exercise the Buyout to Return option on an FMV, Capital or Straight Lease, and return the Equipment to CFS in good
working condition (ordinary wear and tear excepted).
4. PAYMENTS: Customer agrees to pay to CFS, as invoiced, during the term of this Agreement the payments
specified under"Number and Amount of Payments" above ("Payments"). Such Payments are comprised of the
principal and interest thereon. Customer's obligation to pay all amounts due under this Agreement and all other
obligations hereunder shall be absolute and unconditional and is not subject to any abatements, set-off, defense or
counterclaim for any reason whatsoever.
5. 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.
6. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR
SUPPLIER OF THE EQUIPMENT. CUSTOMER AGREES THAT THE EQUIPMENT IS 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
EQUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT
INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any warranty with respect to
the Equipment made by the manufacturer, dealer, or supplier is separate from, and is not a part of,this Agreement 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 of this Agreement, 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 item of Equipment; 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 Equipment. 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 EQUIPMENT ON BEHALF OF CFS.
7. NON-APPROPRIATION OF FUNDS: The continuation of any lease or rental agreement will be subject to, and
contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The
Customer may terminate any such lease or rental 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.
8. ACCEPTANCE; DELIVERY: Customer's execution of the Acceptance Certificate, or other confirmation of Customer's
acceptance of the Equipment, 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; however, if
Customer has not, within five (5) days after delivery of such Equipment, delivered to CFS written notice of non-
acceptance, specifying the reasons therefor and specifically referencing this Agreement, Customer shall be deemed to
have irrevocably accepted such Equipment. CFS is the lessor and Customer is the lessee of the Equipment under this
Agreement.
9. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Equipment from the location specified herein
except with the prior written consent of CFS. Customer shall keep the Equipment 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 66
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
appropriate governmental office or agency) is as set forth herein. 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.
10.WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer
represents and warrants that the Equipment 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 Equipment. Customer shall put the
Equipment only to the use contemplated by the manufacturer. The Equipment 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 Equipment (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.
11. RESERVED.
12. MAINTENANCE; ALTERATIONS: Customer shall at all times maintain and keep in effect a service contract, through
one of Contractor's Authorized Dealers under the NASPO ValuePoint Master Agreement("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.
13. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE
AND REGISTRATION FEES, ASSESSMENTS, SALES, USE AND OTHER TAXES, AND OTHER EXPENSES AND
CHARGES, together with any applicable penalties, interest, and administrative fees now or at any time imposed upon
any Equipment, 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.
14. 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 this Agreement; plus (ii) the present value of all remaining Payments for
the full term of this Agreement; plus (iii) except in the case of Capital Leases, the Fair Market Value of the Equipment (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 under this Agreement. CFS
and any of its affiliates may make a profit on the foregoing.
15. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Equipment 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 Equipment 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 Equipment. 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.
16. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a)
Customer fails to pay any Payment within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of
its due date; (b) Any representation or warranty made by Customer in these lease terms or in the Master Agreement is
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 67
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the
benefit of creditors; (d) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of
such guarantor's assets; or(e) Customer stops doing business as a going concern or transfers all or substantially all of
Customer's assets.
17. 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: (a) Cancel or terminate the Order;
(b) 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.
18. 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.
19. ASSIGNMENT: (i) Customer has no right to sell, transfer, encumber, sublet or assign the Equipment 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 Equipment 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.
20. 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 Equipment to CFS. 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.
21. 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 Equipment to secure payment and performance of Customer's obligations under such
Order.
22. UCC-ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT 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.
23. WAIVER OF OFFSET: This Agreement is a net lease. If the Equipment is not properly installed, does not operate as
represented or warranted, or is unsatisfactory for any reason, Customer shall make 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 this Agreement, 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.
24. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that (a) Customer is a state or a political
subdivision, institution of higher education, or agency of a state; (b) that entering into and performance of the Agreement
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 this Agreement 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.
25. GOVERNMENT USE: Customer agrees that the use of the Equipment is essential for Customer's proper, efficient
and economic operation, Customer will be the only entity to use the Equipment during the term of this Agreement and
Customer will use the Equipment 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.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 68
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
ATTACHMENT 2 — CANON MAINTENANCE AGREEMENT
IC"'an On MAINTENANCE AGREEMENT
Related PO Acquisition Agreement
Customer Account: - Customer Account:
Purchasing Entity: Purchasing Entity:
Address: Address:
City: County: City: County:
State: Zip: Phone#: State: Zip: Phone#:
Contact: Fax#: Contact: Fax#:
Email: For each unit of Equipment listed,you shall indicate specific contact and location(if
different than above)in the table below or in any Addendum to this Agreement.
Maintenance Billing Entity PO Required Meter Read Collection Options
Base Charge: ❑ Dealer ❑Canon Financial Services,Inc.("CFS") ❑Yes ❑No Remote Reporting Software unless noted in table below*
Per Image Charge: ❑ Dealer ❑Canon Financial Services,Inc.("CFS") PO#
Base Charge Billing Cycle Initial Term Coverage Plan
❑Monthly ❑Quarterl ❑Other Months y If adding the Equipment below to existing
(min.12) ❑Per Unit ❑Fleet ❑Aggregate an Aggregate,provide either a contract#
or serial#under Aggregate.
Excess Per Image*Charge Billing Cycle Price Plan Consumables Inclusive Toner Fulfillment Method
❑Monthly y ❑ ❑ ❑ ❑ Customer order unless noted for
y ❑Quarterl Other Fixed Toner Other Equipment below**
Subject to the terms and conditions of this Agreement,Dealer agrees to service the Equipment listed below or in any Addendum(s)to this Agreement at the charges stated herein or therein.For newly
installed Equipment,the Start Date is provided in Para rah 1 of the Additional Terms and Conditions.The Start Date for previously in place E ui ment is
Covered Images per unit or Fleet
included in Base Charge Per Image Charge in excess of Base
Model Serial# All aggregate images should be listed per unit. Covered Images Charge
Start Meter per unit Alt
B&W Color B&W Color Long Sheet B&W Color Long Sheet or Fleet Meter Method*
Contact: Phone#: Fax#: Email:
Location: Auto Toner Fulfillment: ❑**(Requires Remote Software)
Contact: Phone#: Fax#: Email:
Location: Auto Toner Fulfillment: ❑**(Requires Remote Software)
Contact: Phone#: Fax#: Email:
Location: Auto Toner Fulfillment: ❑**(Requires Remote Software)
Contact: Phone#: Fax#: Email:
Location: Auto Toner Fulfillment: ❑**(Requires Remote Software)
Subtotal from Supplemental Addendum
COMMENTS: Subtotal
Tax
Total
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 69
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
BY YOUR SIGNATURE BELOW,YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE.YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS
AGREEMENT.
Customer's Authorized Signature
Printed Name Title Date
ADDITIONAL TERMS AND CONDITIONS #
1.MAINTENANCE/TERM /CHARGES. DEALER will keep the Equipment in good working order subject to the terms of this
Agreement. Maintenance shall include emergency break fix service, routine preventative maintenance, including inspection,
adjustment, parts replacement, drums, and cleaning material required for proper Equipment operation. Maintenance shall
start on the date (the"Start Date") of installation for newly installed Equipment(inclusive of standard embedded Firmware).
Unless otherwise set forth on the Face Page, Service Charges shall start billing and Customer shall start payment upon the
completion of installation. Maintenance Base Charge(s) and Per Image Charge(s) as listed on the Face Page (collectively
"Service Charges") are billed for full calendar month periods, with Maintenance Base Charge(s) billed in advance and Per
Image Charge(s) billed in arrears. Invoices shall be due and payable within 30 days of the invoice date unless otherwise
stated on the invoice. Applicable taxes shall be added to the charges. If Aggregate plan is indicated on the Face Page, the
Maintenance Base Charge and the Covered Images listed on the Face Page apply to all of the Equipment listed, unless
otherwise indicated.When Fleet Plan is indicated on the Face Page,the Maintenance Base Charge and the Covered Images
listed Face Page apply to all of the Equipment ordered schedule and other orders referencing Fleet plan for the Equipment.
If the Listed Items on the Face Page are added to an existing Fleet Coverage Plan under a previous transaction or contract
between you and DEALER, (i)the fleet shall include the equipment listed under the previous order or contract, and all other
order schedules or contracts for which the add to existing fleet option was selected, and (ii) the maintenance term for all
Listed Items under this Agreement shall be the same as the maintenance term for all listed items under all such previous
orders or contracts. If the Listed Items on an order are added to an existing Aggregate Coverage Plan under a previous order
or contract between you and DEALER, the Covered Images shall apply to all of the Equipment on the Face Page, unless
otherwise indicated, plus the listed items under previous order(s) or contract(s), and all other orders or contracts for which
the add to existing Aggregate Coverage Plan was selected, on an aggregated basis,for so long as the maintenance term for
all such listed items continues. If the Per Unit is indicated in the Equipment Maintenance Information Section on an order,
the Maintenance Base Charge and the Covered Images listed in each Section of the Face Page shall apply on a per unit
basis for the Equipment listed in that Section. Unless otherwise indicated on the Face Page, you authorize DEALER to use
networked features of the Equipment and remote reporting software ("Remote Software") to obtain meter readings, 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.
2.HOURS OF OPERATION AND ACCESS TO EQUIPMENT. Maintenance shall be performed during DEALER's local
regular business hours (8:30 A.M.to 5:00 P.M. Monday through Friday, excluding DEALER holidays). For all Maintenance
service calls outside normal business hours, DEALER shall quote you on an as needed basis, but at no time will pricing
exceed what listed in the NASPO ValuePoint Master Agreement Price List(s). You shall give DEALER reasonable and
safe access to the Equipment and DEALER shall provide labor or routine, remedial and preventive Maintenance as well
as remedial parts. DEALER may terminate its Maintenance obligations for any Equipment you relocate to a site outside
DEALER's service territory.
3.ITEMS NOT COVERED UNDER MAINTENANCE. Service calls not covered under this maintenance agreement shall be
quoted on an as needed basis, but at not time will pricing exceed what is listed in the NASPO ValuePoint Master
Agreement("Master Agreement") Price List(s).The following items are NOT covered under Maintenance unless otherwise
set forth on the Face Page: (a) all consumable supply items not provided as part of toner inclusive service, including,
without limitation, paper, staples, other media, print heads and puncher dies; (b) repairs resulting from factors other than
normal use including, without limitation, any willful act, negligence, abuse, accident, disaster(e.g., effects of water, wind,
lightning, etc.) or misuse of the Equipment; (c) repairs due to the use of parts, supplies or software which are not supplied
by DEALER and which cause abnormally frequent service calls or service problems; (d) repairs to fix problems resulting
from service performed by personnel other than DEALER personnel; (e) repairs due to use of the Equipment with non-
compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient
conditions; (f) relocation of Equipment including de-installation and re-installation, which is a separate chargeable service,
per the pricing in the Master Agreement; (g) repairs to or realignment of Equipment, and related training, necessitated by
changes you made to your system configuration or network environment; (h) work which you request to be performed
outside of DEALER's regular business hours; (i) repair of network/system connection device, except when listed on the
Face Page; or Q) repairs due to the use of paper/media not in compliance with manufacturer's published specifications.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 70
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
4.CONSUMABLE INCLUSIVE (INCLUDING TONER ABUSE). Consumable Supplies: All consumables are the property
of DEALER until used. Consumables Inclusive Maintenance includes replenishment of toner only (unless other
consumables are specified on the Face Page and applicable to the unit of Equipment). Toner is supplied for exclusive use
with the unit of Equipment for which it is provided. DEALER may terminate the Maintenance under this Agreement if you
use the consumables in a different manner. If your use of consumables exceeds the typical use pattern (as determined
solely by DEALER) for these items by more than 10% of the published manufacturer specifications for conventional office
image coverage, or should DEALER, in its sole discretion, determine that consumables are being misused in any fashion,
DEALER may invoice you for such excess usage and you agree to pay for such improper or excess use, provided that
DEALER shall not invoice you for excess toner usage as aforementioned unless and until DEALER has first notified you
of the excess toner usage, and until you and DEALER have consulted in good faith in an attempt to identify the reason(s)
for the excess toner usage and you have had a reasonable opportunity, if practicable, to rectify the excess toner usage.
Consumable Inclusive Maintenance is predicated upon deployment of DEALER's remote reporting software, which may
include Auto-Toner Replenishment. If expiration dates are indicated on your consumable containers, you shall use the
oldest container(s) first. You shall bear all risk of loss, theft or damage to unused consumables, which shall remain
DEALER's property and shall be returned promptly upon termination of Maintenance for the applicable unit of Equipment.
5.BILLING / METER COLLECTION. (a.) You agree to provide timely meter readings to DEALER and to comply with the
billing procedures designated by DEALER. If DEALER does not receive timely meter readings from you, you agree to pay
invoices that reflect DEALER's estimates of meter readings. 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. In
accordance DEALER's normal procedures and the meter read option selected;.(b.) You agree that DEALER shall be
entitled to acquire meter readings using DEALER's remote reporting software, however if it does not communicate with
DEALER for any reason, you agree to timely provide manual meter readings.
6.DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under this Agreement,
including making prompt undisputed payments when due. DEALER may withhold service under this Agreement in whole or
in part until any delinquent payment is received by DEALER. DEALER may terminate this Agreement in whole or in part upon
your default with thirty (30) days notice to you, unless such default is cured by you within the thirty (30) day period. If an
overdue payment is disputed in good faith within thirty (30) days after the due date thereof, you shall pay all undisputed
amounts and promptly make a good faith effort to resolve such dispute with DEALER. In the event of your default, DEALER
may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay all
charges then due but unpaid, including any applicable late charges or early termination fees as allowed under the Master
Agreement.
7.LIMITED WARRANY. All Equipment is provided with a manufacturer's end user limited warranty from Canon U.S.A., Inc.
Authorized Dealer is an authorized Canon service dealer and provides warranty service under the Canon U.S.A., Inc. 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 NASPO VALUEPOINT
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.
&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.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 71
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
ATTACHMENT 3 - 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 the NASPO ValuePoint
Master Agreement("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.
5. YOUR RESPONSIBILITIES.Asa 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.
ADDITIONAL TERMS AND CONDITIONS
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 72
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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 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;
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 73
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
(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 Dealer 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.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 74
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
ATTACHMENT 4- 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:
i. 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.
f) 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.
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#.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 75
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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:
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) 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 76
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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).
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 77
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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 (MIBs), 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/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
Port 427 UDP (outbound access)
Port 47545 UDP (outbound access) (Canon Devices)
Port 47546 TCP (outbound access) (Canon Devices)
Port 9007 TCP (outbound access) (Canon Devices)
Port 50700 UDP (inbound access) (Canon Device event notifications)
Port 11427 UDP (inbound access) (Canon Device power status notifications)
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
ADDITIONAL HARDWARE REQUIRED FOR MDS CLOUD CC AGENT
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 78
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
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, 8, 10, Server 2008 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 virtualization software will support the installation:
Microsoft Virtual Server 2005
VMware GSX
ADDITIONAL SOFTWARE REQUIRED FOR MDS CLOUD CC AGENT
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: Ilht1ij2, //WWW 1111ic iros ft c oini w:?.in U //iowu lload/d ta,ii,ll�
IIS 10.0 Express ht1j2&//www unluCI'0130fl C0111/ww1
SQL Ii��u
Server
.null as,p� °Express or higher: �tllhll'°`w .. w�ww�ww�w � uu�`�u�.Ii � ��uw�...w�u�... "n...�.�ww�wu� ���� � w tl,.. „5 '
a,� 6 7..
COLLECTION INTERVALS FOR MDS CLOUD CC AGENT
Errors and alerts—Every 5 minutes while not in sleep mode
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 serer. 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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 79
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
ATTACHMENT 5 - CANON 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 2 and the terms and conditions in this Attachment 5, the terms and conditions in this Attachment 5 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 ("PM's"), 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:OOAM (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
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
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 80
DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD
functionality, network connectivity questions, and other support issues ("Remote Support"). Remote Support is
available Monday—Friday 8:OOAM to 8:OOPM 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 Charge
(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 NASPO ValuePoint
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.
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 81