Amendment #1 to the Master Agreement
This Amendment No. 1 (“Amendment”) dated October 11, 2023 (“Amendment Effective Date”), is made to the Master Agreement (“Agreement”), made effective as of August 24, 2020 (“Agreement Effective Date”), by and between Konica Minolta Business Solutions U.S.A., Inc. (“Konica Minolta”) and City of Rialto (“Client”). Any capitalized terms not defined in this Amendment shall be given their meanings set forth in the Agreement.
In consideration of the promises and undertakings hereinafter set forth, the Parties hereby agree to amend the Agreement as follows:
The Agreement is hereby amended by incorporating the Products and Services detailed in the Exhibits to this Amendment. In accordance with the foregoing, Section 1.2 of the Agreement is hereby amended by incorporating the following Exhibits, attached hereto and incorporated herein:
Exhibit 2 Print Technology Terms of Service
Exhibit 3 Software & Solutions
Exhibit 4 Product and Service Price Catalog
Except as modified herein, all other terms and conditions in the Agreement shall remain in full force and effect. In the event of any ambiguity between the terms hereof and the Agreement, this Amendment shall govern.
City of Rialto
Konica Minolta Business Solutions U.S.A., Inc.
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
Exhibit 2
Print Technology Terms of Service
CONSULT- IMPLEMENT- MANAGE
Konica Minolta can enable Client to improve its document production and print-fleet management structure in a three-phase process: Consult, Implement and Manage. To provide Client the full benefit of Konica Minolta’s Service offerings, Client agrees to allow Konica Minolta remote access to its information technology environment as part of the Service engagement. The extent of this access will be commensurate with the Services offered and will be as agreed to by the Parties.
DELIVERY, INSTALLATION, REMOVAL AND RETURNS
Devices will be delivered free of charge except for production print Devices and Devices delivered more than fifty (50) miles away from the nearest Konica Minolta or Affiliate location. Ancillary Services such as “IMACD” are subject to separate fees and may be contracted by the Parties at the prices listed in the Price Catalog or as agreed to by Client and the Konica Minolta entity or Affiliate in the respective country outside of the United States.
Install (installation, configuration and integration of Device into Client’s network); Move (relocation of Device, i.e. disassembly, transportation, re-assembly) Add (addition or installation of external hardware to any Device) Change (modification of Device configuration after install) Dispose (de-installation and removal of Device)
DEVICE SERVICE
Konica Minolta will provide appropriately trained and qualified technical staff to perform all routine and preventative maintenance and repair Services for Client. This Service obligation applies to a Device that is covered by a Service contract under this Agreement and starts when the Device is installed at Client’s location.
Any preventative or scheduled maintenance activities will be performed at a time scheduled with the Client. Konica Minolta may perform preventative maintenance in conjunction with an emergency Service call.
Konica Minolta reserves the right to replace a Device, at no additional cost to Client, with a comparable unit when repair of the original Device is not practical or economically feasible.
Client shall ensure that a Device is placed in a location that meets manufacturer’s requirements (available on Konica Minolta’s website) and that Konica Minolta personnel will be granted reasonable and safe access to perform Services.
Service includes labor for routine, remedial and preventive maintenance as well as remedial parts. Emergency Service calls will be performed at no extra charge provided such calls are made during normal business hours. Normal business hours are 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, exclusive of holidays observed by Konica Minolta. Delivery time and response time may vary for remote areas of some countries and may be agreed to locally. Overtime charges, at Konica Minolta’s then current rate, will be charged on all Service calls made outside normal local business hours.
Service required due to malfunction of parts, attachments or supplies not provided by Konica Minolta is not part of Konica Minolta’s Service obligations. Any alterations, modifications or changes to the Device not made by Konica Minolta may result in termination of Service for that Device. Repairs and/or Services that fall outside the scope of Konica Minolta’s Service obligations may be billed at prevailing hourly rates with prior Client authorization; this includes but is not limited to: abuse or misuse, alteration or modification not made by Konica Minolta, third party interference, the use of non-standard supplies, usage beyond manufacturer’s recommended operating parameters, theft, neglect, fire, water, casualty or other natural force.
If the Device Konica Minolta agrees to Service is not a new Device, such Device must be in good working condition before the start of Service coverage. Remedial Service may be required to bring the Device to proper operating standards and the labor and parts associated will be billed at prevailing rates. A quote will be provided for Client approval before work begins.
SUPPLIES
If covered under a supply inclusive service agreement, Konica Minolta will provide all necessary supplies for the normal operation of the Device on an as needed basis including, but not limited to, staples, parts, rollers, drums, toner, developer, and waste tanks. It is Client’s responsibility to order supplies from Konica Minolta. The routine delivery of all supplies to Client is the responsibility of Konica Minolta, and will be made at no additional charge to Client for any Device that is covered by a supply inclusive service agreement. Devices will be delivered with supplies necessary for start-up. Konica Minolta reserves the right to charge for expedited supply orders (i.e. overnight delivery) where requested by Client.
Supplies provided hereunder are the property of Konica Minolta until they are consumed and are intended to be used exclusively in the covered Device. Client bears the risk of loss of unused supplies in the event of theft, employee misconduct, fire or other mishap. Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, Konica Minolta may perform an audit of supply or consumables consumption and Device usage data to determine consumption levels. In the event the actual consumption levels materially exceed twenty percent (20%) of the levels used to determine contract pricing, Konica Minolta shall have the right to invoice for the excess consumption.
Genuine Konica Minolta supplies will be provided for Konica Minolta Devices covered under a supply inclusive service agreement. For non-Konica Minolta branded Devices, Konica Minolta will provide fully compatible toner and print cartridges.
Auto Supply Delivery: If part of a Managed Print Services agreement, Client will provide a designated Client contact(s) to confirm supply shipments via email and maintain delivery address information via an agreed upon methodology.
PRINT METER READING
Meter Collection: If Client selects a cost per copy Service plan and there is no Device relationship manager deployed, Client agrees to provide accurate and timely meter readings at the end of each billing period in a manner mutually agreed upon by Client and Konica Minolta. Konica Minolta shall have access to the Device to monitor the meter counts.
If meter readings have not been received in a timely manner, Konica Minolta may obtain or estimate them by utilizing data collected from Client’s prior volume rates. Additionally, specific locations that are non-responsive to Konica Minolta’s request for meter readings will be reported to Client representative who will assist in collecting meter readings.
Each 8.5”x11” or A4 image generated by the covered Device is considered a ‘print’. Larger paper sizes result in images that are a multiple of a single print based on length and will be chargeable unless otherwise agreed to in Exhibit 3 Price Catalog or a Statement of Work. Duplex images count as twice the rate of simplex prints. Specialty Devices (e.g., wide format, label printing, etc.) Service plans may have different specifications and will be agreed to in a Statement of Work.
MFP MAINTENANCE: PRICING AND TERM
The maintenance term under this Agreement for purchased Devices is a minimum of thirty-six (36) months and a maximum of sixty (60) months. The maintenance term begins on the installation date for each Device. For leased Devices, the Service term will be equal to the term of the lease up to a maximum of sixty (60) months. The Service pricing listed in Exhibit 3 Price Catalog shall be fixed for the first twelve (12) months from installation for each Device and shall increase by no more than ten percent (10%) every twelve (12) months thereafter.
HARD DRIVE SECURITY
When certain Devices are removed from a Client facility, Konica Minolta offers four hard drive disposal options. The availability of these options depends on the Device model and configuration. A Statement of Work will be developed by Konica Minolta and Client to document the scope of the project for options 3 and 4.
Option 1- bizhub SECURE: This option provides real-time hard drive encryption for the life of the Device and document data security through disk overwrite as well as user mailbox data deletion, hard drive encryption, hard drive lock and administrative password.
Option 2- As-is-disposal: Konica Minolta will pick up the Device(s) and will dispose of the Device(s) using an ecologically safe process. The internal data on the Device will not be altered or modified in any way, and Client agrees to hold Konica Minolta harmless from any third party claims arising out of any unauthorized access to the data on the disposed Device.
Option 3- In-place data cleansing: Where available, a Konica Minolta technician will perform a ‘data overwrite’ of the hard drive using built-in sanitization technology. The drive will be cleared of data and re-initialized in the Device before disposal. Availability of this option depends on Device model and configuration and does not include the replacement cost of the hard drive. Fees apply.
Option 4- Hard drive retention: At the time of disposal, the internal hard drive will be removed, sealed in a container and surrendered to Client. A replacement hard drive will be installed and re-initialized. Availability of this option depends on the Device model and configuration and does not include the replacement cost of the hard drive. Fees apply.
Exhibit 3 Software & Solutions
In this Exhibit, “Software” refers to Application Software as defined in the Agreement. Software-related Services available to Client may be agreed upon in a Statement of Work.
LICENSES
License Reactivation: Client is responsible to safeguard Software license keys. Konica Minolta may charge a reactivation fee in the event license keys need to be regenerated.
Data Backups and Restoration: Client is responsible to manage server data backups. Konica Minolta recommends adherence to industry best practices for backup procedures. In the event of a catastrophic data loss, the Client is expected to restore the environment and data to prior state.
Access: Client shall provide Konica Minolta personnel with access to the servers and/or Client Device where the Software is installed. Client shall arrange and ensure that one of its employees or designated agents is present at all times when Konica Minolta is performing maintenance and support Services.
Solution Integration: Software serviced under this Agreement may be affected by existing Client software or other Software provided by Konica Minolta, configuration changes or other network environment issues. Additional work may be necessary to resolve complex integration issues, including situations where the solution was initially provided by Konica Minolta. The charges for any additional work will be quoted and approved by Client before work begins.
Helpdesk Support: Helpdesk support is available for covered Products. This may include end-user support, baseline workflows support and assistance with features and administrative functions involved in the operation of the Software and workflows. Client’s participation is required for remote and/or on-site support.
PROFESSIONAL SERVICES AND SOLUTIONS
Initial Assessment: Client agrees to provide or assist in gathering network configuration details needed by Konica Minolta to perform contracted Services.
Technical Pilot: When required and based upon the complexity of the deployment, the Parties will conduct a technical pilot in which Software installation, configuration, use cases and integration requirements will be determined. Client agrees to participate in testing of the system(s).
Solution Baseline: Is defined as the operating level and configurations agreed to by Client and Konica Minolta upon completion of the technical pilot and testing.
Enhancements: Professional Services beyond the baseline capabilities of the solution are available at an additional charge as may be agreed upon in a modified Statement of Work.
Exhibit 4
Product and Service Price Catalog
Pricing based on assumption that all devices are owned with no additional financial obligation toward an active lease. 60-month maintenance with no escalations. Supplies Included. No meter reads.
NOTE: City Clerk’s C458 SN:A79M011051832 will be on a separate maintenance agreement to reflect the December 2027 End of Life on this model
TWELVE MONTH AVERAGE USAGE