STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-19-70-46-01
Copiers and Managed Print Services
Colorado NASPO ValuePoint Master Agreement Number 140595 Canon U.S.A., Inc. (Contractor)
This Participating Addendum Number 7-19-70-46-01 is entered into between the state of California, Department of General Services (hereafter referred to as "State" or "DGS") and Canon U.S.A., Inc. (hereafter referred to as "Contractor") under the lead state of Colorado NASPO ValuePoint Master Agreement Number 140595.
1. SCOPE
A. This Participating Addendum covers the purchase of Copiers and Managed Print Services under the Colorado NASPO ValuePoint Master Agreement. The Colorado NASPO ValuePoint Master Agreement Number 140595 is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).
B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies.
C. Each local government is to make its own determination whether this Participating Addendum and the Colorado NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.
2. TERM
A. The term of this Participating Addendum shall begin upon signature approval by the State and will end December 31, 2021, or upon termination by the State, whichever occurs first.
B. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.
Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.
C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be after the Participating Addendum expiration date.
Participating Addendum 7-19-70-46-01
3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions - Information Technology (GSPD-401IT) effective 9/5/2014. This document can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement- Division-Resources-List-Folder/Model-Contract-Language). 2) Cloud Computing Software as a Service (SaaS) General Provisions effective 6/7/2019. This document can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement- Division-Resources-List-Folder/Model-Contract-Language). 3) Cloud Computing Special Provisions for Software as a Service (SaaS) effective 03/15/18. This document can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page- Content/Procurement-Division-Resources-List-Folder/Model-Contract- Language).
4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-19-70-46-01
5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Colorado NASPO ValuePoint Master Agreement Number 140595 are allowed under this Participating Addendum:
1) Group A - A3 Multifunction Devices
2) Group B - A4 Multifunction Devices
3) Group C - Production Equipment
4) Group D - Single-function Printers
5) Group E - Large/Wide Format Equipment
6) Group F - Scanners
7) Managed Print Services may be provided on Groups A - F
Participating Addendum 7-19-70-46-01
6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES
A. The following products or services are prohibited for purchase by state agencies under this Participating Addendum. These restrictions do not apply to local governmental entities.
1) Leasing and Rental Options
2) Products:
a) Remanufactured Equipment
b) Imaging equipment that does not meet or exceed Electronic Product Environmental Assessment Tool (EPEAT) Silver
c) Imaging equipment that is not Energy Star certified
d) Software containing "Clickwrap" Agreements
e) Not Specifically Priced (NSP) items not listed or priced in NVP Price Lists 3) Services:
a) Mail Room Services
b) Network and Data Security
c) Records Management
B. Product and service categories available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by State agencies without an exemption. State agencies are responsible for obtaining an exemption from DGS prior to issuing a purchase order. This restriction is not applicable to local governments.
7. PRICING
Contractor is responsible for maintaining a current Price List of available products and services on the NASPO ValuePoint Copier and Managed Print Services website.
8. CONTRACTOR SUPPLEMENTAL DOCUMENTS
Pursuant to the terms and conditions incorporated into this Participating Addendum, Contractor Supplemental Documents attached to the Colorado NASPO ValuePoint Master Agreement as Attachment A through Attachment H, shall be negotiated to the mutual agreement of the Contractor and ordering agency and attached to the purchase/contract document.
9. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products offered under this Participating Addendum.
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2) Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name.
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.
C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.
D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the contract. Contractors shall notify the State of any deleted Authorized Resellers or changes to current Authorized Resellers' contact information in writing at any time during the contract term.
E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.
F. State-approved Authorized Resellers will be posted on the State's Cal eProcure website.
10. SUBCONTRACTORS
The Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted.
11. ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is optional.
B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum.
12. STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within eleven product categories in the California Department of Resources Recycling and Recovery's SABRC per Public Contract Code Sections 12200-12217.
Participating Addendum 7-19-70-46-01
B. Contractor will be required to complete and return a Recycled-Content Certification form (https://www.calrecycle.ca.gov/contracts/forms) upon request by the state agency.
13. DELIVERY
A. Delivery shall occur within 30 days after receipt of order, or as negotiated between ordering agency and contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement.
B. F.O.B. (Free On Board) Destination
14. INVOICING AND PAYMENT
A. Payment terms for this Participating Addendum are net forty-five (45) days.
Payment will be made in accordance with IT Commodities General Provisions Paragraph 30 (Required Payment Date).
B. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government code Section 927 et.seq. Unless expressly exempted by statute, the Act requires state agencies to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of Deliverables or performance of services; or (i) receipt of an undisputed invoice, whichever is later.
C. Invoices shall be sent to the address identified in the ordering agency's purchase order. The State Participating Addendum Number and ordering agency Purchase Order Number shall appear on each invoice for all purchases placed under this Participating Addendum.
D. Contractor will accept the State of California credit card (CAL-Card) for payment of invoices.
15. USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report tempiate attached hereto as Attachment A. The report is due even when there is no activity.
B. The DGS Contract Administrator reserves the right to modify Attachment A and require Contractor to provide additional order information during the course of this Agreement.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox ([email protected]).
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D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
F. Reports are due for each quarter as follows:
Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract.
H. Time extensions may be approved only if all due reports have been submitted to the State.
16. ADMINISTRATIVE FEE
A. Contractor shall submit a check, payable to the State of California, remitted to the Cooperative Agreement Unit for the calculated amount equal to 1.25% of the sales for the quarterly period.
B. Contractor must include the Participating Addendum Number on the check.
Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Cooperative Agreement Program
707 3rd Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing.
E. The administrative fee shall not be invoiced or charged to the ordering agency.
F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity.
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G. Administrative fee checks are due for each quarter as follows:
Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract.
17. CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:
Contractor Contract Manager
Name: Dave Rothauser
Phone: (631) 330-5443
Fax: (631) 330-5459
Email [email protected]
Address: Canon U.S.A., Inc.
1 Canon Park
Melville, NY 11747
B. The State Contract Administrator for this Participating Addendum shall be as follows:
State Contract Administrator
Name: Yolanda Tutt
Phone: (916) 375-4408
Email Yolanda. [email protected]
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
Participating Addendum 7-19-70-46-01
C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change.
18. TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party.
This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.
19. AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.
20. AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.
Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected.
The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same products/and or services as on the Colorado NASPO ValuePoint Master Agreement Number 140595, at prices equal to or lower than the prices on that contract.
Participating Addendum 7-19-70-46-01
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Department of General Services, Canon U.S.A., Inc.
Contractor Name
soir 12/18/19
Date Signed Authorized Signature Date Signed
PACK 8 MulloN-MAR MAD Strichi lostida - Execute Vice President + G.M.
Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street 1 Canon Park
West Sacramento, CA 95605 Melville, NY 11747
Address Address
2019 DEC 19 PM 3:46
DEP i.ut
Participating Addendum 7-19-70-46-01
Attachment A
Sheet 1 of 2
Usage Report:
Contract Number:
Report alerted:
Administrative Fee:
Manufacturer: Quantity in List Extended Index
State/Local Purchase Order / Service Category/ Unit of Contract Date / Ordering Agency Name Order: Date Part Number Item Description Unit of Quantity Price/MS. Contract Spend Contract Number Group Measure Unit Price Catalog
(OEM #) Measure 'RP: Price Paid
Version
Participating Addendum 7-19-70-46-01
Attachment A
Sheet 2 of 2
Usage Report (Template Key)
Contract Number:
Contractor:
Reporting Period:
Report Value:
Administrative Fee:
Column
Number Colar A column Cl 1 coming
Purchase Order / Manufacturer Extended Index Date /
Column Ordering Agency. State/Local Order Date Part Number Unit of Contract Unit Name Service Contract Category/ Group item Description. Quantity List Price/MSRP • Price Contract: Catalog Name Spend Measure
::Number (OEM #) Price Paid Version
Description State Agency or Local Identify Ordering agency's Date the Category/Group for Manufacturer's Information about Packaging Quantity An independently This is the Total Price ( Price or Govemment name as ordering unique purchase order ordening each line item unique commoany/service purchased for verifiable public price paid for Quantity X catalog described on the agency as a or service contract agency placed (commodity/ service) identifier for the purchased. Namative deschptor each line item. price (MSRP) given line item Contract Unit effective date. purchase document "State" or number associated the order. that includes Contractor line item. should be descriptive (le. each, All retumed available to the Price): Helps DGS "Local with items) respective percent enough to validate box, dozen, items are general public. (Column J x track index Govemment purchased. discount off MSRP. consistency with the case, Ibs, reported as a Column L) price changes entity, as Category/ Group ID pallet etc.). negative When providing (historical applicable. This identher should stated in Column E number. For usage reports, this frame of match the identiter service information should reference) provided in the contracts, reflect list prices at
Contractor's speciic identify term in time of order.
Control Set months.
Variable Variable Date / Variable
Format Text Text Variable Characters Date Variable Characters Character Variable Character Character Number Currency Currency Currency Character
Department of General EA 7/19/2012
Example State 2832820 4/30/2013 5.2.1 ISINK34 Application Services $55.00 $48.95 $48.95 Services
Department of General Annual EA
Example State 2832820 4/30/2013 5.3.1 3-year Maintenance $270.00 $810.00 7/19/2012 Services Maintenance
Example Department of General State 2832820 4/30/2013 5.3.1 IS330AI + 1-year Maintenance EA $24.96 $898.56 7/19/2012 Services SP10