Agenda packet — San Jacinto City Council, January 21, 2025 (part 3 of 4)

PO Statements for University of California Purchasing Agreement # 2020002755 Effective Date: December 16th, 2020 – December 15th, 2025 Required Agreement PO Language
Notwithstanding any provision of this purchase order to the contrary, the use of this purchase order shall be for the Customer's administrative convenience only, and any terms and conditions in this purchase order which conflict with or vary from or modify the terms contained in Purchase Agreement # 2020002755 between Canon Solutions America, Inc. and the University of California, shall be deemed null and void.

Required Agreement Non-Po Language
Notwithstanding this Agreement, this transaction shall be governed by the terms and conditions of Purchase Agreement # 2020002755 between Canon Solutions America, Inc. and the University of California and any terms and conditions which conflict with, vary from or modify the Agreement terms shall be deemed null and void.

1. General

1.1 Description of the Scope of Services: The purpose of this Statement of Work is for Supplier to sell and/or lease to University multifunction devices (MFDs) with copy, print, scan, and optional fax functionality, and/or Laser Printers, along with related products and support, in a cost effective and efficient manner, accompanied by high standards of quality and service, aligned with University’s needs as further detailed herein.

1.2 Participating Locations: Supplier shall make Specific terms of the Agreement available to the OMNIA Partners Participating Agencies (Participating Agencies)

2. Program Requirements

2.1 Program Manager: Supplier shall assign a Program Manager who will have the overall account management responsibility, as well as a dedicated Account Manager per Participating Agencies.

2.2 Supplier’s Program Manager is listed below, is subject to UC approval, and has overall responsibility for managing the Participating Agencies /Supplier relationship:

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Program Manager
Name Dave Wetzel
Phone 940-580-9233
Email [email protected]
Address 12856 Interurban Ave S.

Seattle, WA 98168
Executive Sponsor
Name Paul Murphy
Phone 847-706-3411
Email [email protected]
Address One Canon Park Ste 300
Melville, NY 11747

2.3 Program Administration: Supplier must provide the necessary staff, infrastructure, and other resources at a level sufficient to ensure efficient, effective, and continually improving fulfillment of its obligations under this Agreement, and as further detailed in the RFP and Supplier’s Response, including, but not limited to:

2.3.1 All support to be available no less than Monday – Friday, 8:30am-5:00pm (Local Time).

2.3.2 Provide a toll-free 800 number for Customer Service calls.

2.3.3 Coordinate contract/program implementation, including designating associated Project Manager.

2.3.4 Account management for on-going contract monitoring, maintenance and communication.

2.3.5 Account Representative(s) assigned to Participating Agencies.

2.3.6 To insure customer service satisfaction, Supplier is required to call customer 3 business days after equipment installation and training. Customer shall be defined as a designated user for that location. For Participating Agencies with MFD/Printer Fleet Management Programs, Customer shall be defined as the designated contacts for those Programs.

2.3.7 Supplier’s account representative must make frequent on-site visits sufficient to effectively address and resolve issues related to the fulfillment of Suppliers obligations under the Agreement including, but not limited to: customer orders, problems, and invoice disputes; increase sales activity; advise regarding cost reduction and process improvement opportunities; assist in resolving problems; demonstrate products; provide training; and other customer services as required for the efficient operation of the program.

2.3.8 Coordinate all the order/installation process, inquiries regarding order status, and pricing concerns.

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2.3.9 Regular business review meetings (frequency to be determined by each location, though no less than quarterly) between Supplier’s account manager and other representatives as needed (specialists, local representatives, management) and Participating Agencies Purchasing representative and/or MFD/Printer Fleet Management Program at each location to review and discuss agreement purchase activity, Supplier key performance indicators (KPIs) and metrics, outstanding issues, new products and services roadmaps, and other related issues.

2.3.10 Maintain a customer service satisfaction level of 98% or better as evidenced by the results of regular customer survey’s conducted by supplier.

2.3.11 A designated contact for billing/invoicing questions and issues.

2.3.12 Guarantee transaction accuracy of 99% or higher.

2.3.13 Ensure that all Supplier support staff are oriented and trained on Supplier’s transaction systems and other infrastructure and processes at a level sufficient to meet Participating Agencies’ needs and comply with Supplier’s obligations under the Agreement.

2.4 Consistency: Supplier must provide and assure consistency across all Locations in the following areas:

2.4.1 Pricing on all Products

2.4.2 Discounts on all Products

2.4.3 Support offerings

2.4.4 New Support offerings

2.4.5 Customer Service

2.4.6 Quality Control

2.4.7 Ordering and Payment Processes and Systems

2.5 Partnering: Suppliers must establish and maintain a partner relationship with Participating Agencies Location Purchasing and/or MFD/Printer Fleet Management Program with respect to MFDs and Laser Printers at each location to achieve objectives such as:

2.5.1 Improving Supplier performance

2.5.2 Improving product and service quality

2.5.3 Improving equipment utilization levels to reduce costs

2.5.4 Increasing sales through product show sponsorship and other marketing assistance

2.5.5 Reduction of paperwork and increased efficiency through consolidated invoicing and other methods

2.5.6 Competitive pricing strategies

2.6 In the event of a problem, Supplier makes the following escalation process available to Participating Agencies:

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2.6.1 "Client Relationship Escalation Procedures”: To effectively manage the Client relationship, Supplier shall maintain a document transformational business model and strategy that demonstrates various ‘touch points' within both organizations that covers:
x Management: Allows the effective Operational Management of the contract with respect to the provision of the service and delivery of the documented Key Performance Indicators (KPIs) and Key Risk Indicators (KRIs) across all the business streams.
x Innovation: Allows a continuous focus on innovation of existing contracted services plus a focus on new value-added propositions.
x Review: Provides a regular Strategic review process at a senior corporate level that enables both parties to understand synergies between both organizations that will add value to the relationship through the contract period.

2.6.2 Issue Escalation Procedures: The effective management of risk and issues is an essential component of all successful programs. At the beginning of the implementation period Supplier will develop a risk and issue log that will be jointly managed with Participating Agencies on a regular basis. The risk and issue log will ensure accountability for risks and issues together with clear action to manage and, where possible, mitigate risk and resolve issues. Equally, Supplier will agree to risk and issue thresholds with Participating Agencies to ensure the appropriate level of visibility and escalation. The escalation of risks and issues will be managed through an agreed management hierarchy based on their type and criticality.

2.6.3 Technical Service Escalation/Problem Resolution The steps for problem escalation are as follows:
x If the problem is not identified: Customer Service Engineer (CSE) contacts the Supplier Hotline to notify the Work Group Leader, who must respond within one hour.
x If the problem remains unidentified and or unresolved: CSE re-contacts the Work Group Leader and the Supplier Field Manager for Customer Service to get further assistance and direction. This activity must transpire within 1-3 hours.
x If Problem is still not identified or resolved: CSE contacts Work Group Leader, Customer Service Technical Specialist, and Field Manager for Customer Service to obtain further suggestions/information. This should occur within 3-4 hours.
x If Problem is still not identified or resolved: CSE makes arrangements to receive site assistance from Work Group Leader/Customer Service Technical Specialist, and notifies the customer’s decision maker on equipment status.

This should occur within four to six hours.
x If Problem is still not identified or resolved: CSE, Work Group Leader and Customer Service Technical Specialist contact Field Manager Technical

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Service to seek assistance outside the immediate support team. This should occur within six to eight hours.
x If Canon is unable to correct the issue at this point, Canon Customer Satisfaction Policy states: If Customer is not satisfied with the performance of a Canon or Océ brand product, upon Customer’s written request, Supplier in its sole discretion will repair or replace the product with a like unit with equivalent capabilities. Prior to replacement, Supplier shall have the opportunity to return the product to good working order in accordance with the terms of this Contract. This policy shall apply for 5 years from the date of installation or for the initial term of any Canon Financial Services, Inc. lease, if longer, provided Customer is not in default of its Customer Agreement and such maintenance services have not been canceled or terminated.

2.7 Disaster Recovery/Business Continuity Plan: Supplier must establish, test, and maintain a Disaster Recovery/Business Continuity Plan, and deploy other systems and processes as necessary, in order to ensure efficient and timely fulfillment of its obligations under this Agreement in the event of a disaster or other service interrupting event.

2.8 Service Standards: During the term of this Agreement and any extension(s) of the Term, Supplier will provide the following minimum service standards:

2.8.1 Uptime per device – 96% measured as a quarterly average

2.8.2 Response time per device (MFDs) –4 business hours within 1 business hour acknowledging call back from technician or dispatch – starting from time of call placement, measured as a quarterly average.

2.8.3 Response time per device (MFDs) – Areas beyond 20 miles from a major metropolitan area – Maximum 8 hours or upon mutually agreed time frame with field office or location administrator.

2.8.4 Response time per device (Laser Printers) – within 2 business days

2.8.5 Repair time – Average of 4 hours measured as a quarterly average.

2.8.6 Delivery-equipment (new equipment) – 10 business days from Supplier receipt of order. Delivery between 8:30 a.m. and 5:00 p.m. (Local Time) with one-hour predelivery call/email, unless otherwise arranged.

2.8.7 Delivery-replacement parts (MFDs) – within 8 business hours from Supplier receipt of order. Parts must be new unless pre-tested refurbished parts are requested by Participating Agencies for a reduced cost.

2.8.8 Delivery-replacement parts (Laser Printers) – within 2 business days from Supplier receipt of order. Parts must be new.

2.8.9 Delivery – Supplies – within 2 business days from Supplier receipt of order

2.8.10 Installation (MFDs) – upon delivery unless otherwise arranged

2.8.11 Installation (Laser Printers) – if requested, within 2 business days of delivery unless otherwise arranged

2.8.12 Setup – Within 4 business hours of delivery

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2.8.13 Training, initial customer training and IT support: Unlimited user training on features and functionality at no charge. Initial IT support at no charge.

2.8.14 Return customer calls (at no cost) – within 1 hour

2.8.15 Resolve billing issues – within 10 business days

2.9 During the term of this Agreement and any extension(s) of such term, Supplier shall provide after-hours services based on the following service standards:

2.9.1 Response time – Average 4 hours

2.9.2 Repair time – Average 2 hours

2.10 Maintenance services requested and performed outside Supplier’s normal business hours will be charged to Participating Agencies at the rates provided in Exhibit 2.

Supplier shall not charge Participating Agencies more than thirty (30) minutes travel time for the services performed after normal business hours.

2.11 Supplier agrees to provide to Participating Agencies, during Supplier's normal business hours (Monday- Friday, 8:30am-5:00pm Local time), the maintenance necessary to keep the Product in, or restore the Product to, good working order. This maintenance service includes maintenance, based upon the specific needs of individual Product, as determined by Supplier, and unscheduled, on-call remedial maintenance.

Maintenance will include, but is not limited to, lubrication, adjustments, and the replacement of maintenance parts deemed necessary by Supplier. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Supplier. Maintenance services provided under this Agreement does not assure uninterrupted operation of the Product. Maintenance shall not include repairs necessitated by factors other than normal use (e g. willful or negligent acts, service provided by unapproved third parties, ambient conditions, use of parts or supplies not provided by Supplier, etc.).

Maintenance service requested and performed outside Supplier's normal business hours will be charged to Participating Agencies at Supplier's applicable time and material rates and terms as provided in this Agreement.

Maintenance costs must be fixed or lowered during the term of the contract.

Maintenance costs cannot increase in price during the initial term of the Agreement.

Maintenance costs itemized on each individual order schedule shall be fixed for the initial term stated on the schedule, not to exceed sixty (60) months and shall be subject to annual increase thereafter.

Toner and staples (“Consumables”) are provided at no additional charge for exclusive use with the Equipment. If you use the Consumables in a different manner and your toner usage exceeds by more than 10% the published manufacturer specifications for conventional office image coverage, as determined by Supplier, Supplier may invoice you

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for such excess usage provided, that Supplier shall not invoice you for such excess toner usage unless and until Supplier has first notified you of the excess toner usage, and until you and Supplier 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. Additional toner may be purchased from Supplier if required during the term. You shall bear all risk of loss, theft or damage to unused consumables, which shall remain Supplier’s property and shall be returned promptly upon termination of this Agreement.

Relocation of Copiers: During the course of this Agreement, it may be necessary for various reasons to relocate installed copiers. After initial installation, upon customer request, any multi-function copier between 20 PPM and 105 PPM may be relocated one (1) time per Customer Agreement period at no additional charge. The number of relocations provided at no additional charge shall not exceed the aggregate number of units installed per member under this Customer Agreement. Any relocations in excess of this, shall be invoiced at CSA’s then current rates.

2.12 Service Warranty: Supplier warrants that services will be performed in a good workmanlike manner in accordance with the applicable service description. Supplier will service during the warranty as well as during the Service Contract through its own Service Organization. It is understood and agreed by Participating Agencies that Supplier retains exclusive ownership and control of any proprietary software diagnostics utilized in servicing the Products. Supplier to provide MFD and Laser Printer warranty (Parts and labor) 90 Days.

2.13 Product Warranty Supplier warrants the Canon Brand equipment it supplies will be free from defects in material and workmanship for ninety (90) days from the date of delivery. In addition, after such ninety (90) day period, Supplier will maintain such equipment in good operating order per manufacturer's specifications provided subject to normal use. Within five (5) years for purchase or the term of the lease, of original installation of any newly installed Canon brand equipment covered by the agreement, Supplier will at Customer's written request, replace such equipment with a like unit if Customer meets the following three conditions: (1) The equipment is continuously and exclusively serviced by Supplier or it’s subcontractor from and including the date of original installation; (2) Customer fulfills all terms of the agreement; (3) Before requesting a replacement unit, Customer gives Supplier the opportunity to cure any service problems which Customer may have with the equipment. In the event that an item of equipment is inoperable for a period in excess of sixteen (16) consecutive business hours, Supplier will supply a loaner unit until the machine is restored to good working order. Supplier to provide MFD and Laser Printer warranty (Parts and labor) 90 Days.

2.14 Non-Performance Penalty: Supplier agrees to credit Participating Agencies for not complying with the service standards specified in Section 2.8, as follows:

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2.14.1 Maintenance credit - Up to one hundred (100) percent credit to individual Locations of monthly maintenance charge for individual MFD availability of less than ninety-six (96) percent calculated for each MFD as specified below:

Uptime % Credit (off maintenance monthly charge)
Uptime % Credit (off maintenance
monthly charge)
100% - 96.0% 0

95.9% - 95.0% 1%

94.9% - 94.0% 2%

93.9% - 93.0% 4%

92.9% - 92.0% 6%

91.9% - 91.0% 8%

90.9% - 90.0% 10%

89.9% - 89.0% 12%

88.9% - 88.0% 14%

87.9% - 87.0% 16%

86.9% - 86.0% 18%

85.9% - 85.0% 20%

84.9% - 84.0% 22%

83.9% - 82.0% 24%

82.9% - 82.0% 26%

81.9% - 81.0% 28%

81.9% - 80.0% 30%
Less than 80.0% 100%
For purposes of computing the effective performance level, accumulated hours of failure downtime for any month will be adjusted to the nearest whole of half-hour.

Credits to be calculated based on prorated share of maintenance charge to be calculated and prorated on a per equipment/unit basis.

Uptime is defined as the number of hours that each MFD is available and in good working order during Principle Period of Maintenance coverage as follows:

Uptime Percentage = PPM - FT x 100
PPM
PPM - Principle Period of Maintenance (8:00am - 5:00pm, Monday through Friday, except holidays)
FT - Failure Time
For purpose of calculation, Failure Time is defined as any time during the Principle Period of Maintenance when a MFD is incapable of using any its features and

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functions, due to a failure of the machine mechanically or electronically. This Failure Time will be tracked and reported by Supplier.

2.14.2 Delivery credit - Up to fifteen (15) percent of the Participating Agencies net purchase price and/or monthly lease charge to be calculated on a per equipment unit basis for each device as specified below. The credit for late delivery will not apply in the event Supplier provides, within required delivery time as stated in 2.8 above, a loner acceptable by Participating Agencies ordering department.

Delivery Schedule
(Business Days)
Credit
(Off UC purchase/lease price)
10 days 0%
11 days 1.0%
12 days 2.0%
13 days 3.0%
14 days 4.0%
15 days 5.0%
16 days 6.0%
17 days 7.0%
18 days 8.0%
19 days
20 days
More than 20 days

9.0%

10.0%

15.0%

2.14.3 The minimum quality of service standards set forth above recognize that occasional errors are likely, however, the Supplier further agrees to use best efforts to achieve 100% of service level. Should the service levels fall below the minimum standards and the Supplier does not take corrective action within thirty (30) days following University written notification, the University reserves the right to terminate the Agreement immediately.

2.15 Delivery and Installation:

2.15.1 Supplier shall provide delivery and installation of devices, including fulfillment process from Participating Agencies Purchase Order submission to delivery, all at no separate or additional charge to Participating Agencies. Participating Agencies has the option to accept or reject all Products delivered after promised delivery time, and in addition, may hold Supplier liable to an direct damages caused by late delivery as determined and documented by Participating Agencies; provided, however, in no event shall the amount of such direct damages exceed Participating Agencies documented replacement substitution cost for Products ordered. Supplier will report any delivery delay whatsoever to the ordering location, as well as its cause, within two (2) days after Supplier is able to reasonably determine there will be such a delay; such report will be provided to Participating Agencies by telephone, email, or facsimile. Supplier shall keep Participating Agencies fully informed if late

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delivery is due to causes beyond the reasonable control and without the fault or negligence of Supplier, including but not limited to: acts of God, war, civil commotion, governmental action, fire, floods, unusually severe weather, explosions, earthquakes, strikes or walkouts against location, quarantine restrictions, or other causes beyond reasonable control of Supplier.

2.15.2 Suppliers’ dedicated account representative must coordinate all the delivery, installation and training processes with designated representative(s) at each Location.

2.15.3 Supplier will provide a written acknowledgment of equipment delivery and installation.

2.16 Training: Supplier through its online portal eLearning, must provide training to authorized personnel sufficient to enable the proficient and productive use of Supplier’s devices, systems and processes including, but not limited to:
• Initial Training (following installation)
• Follow-up training
• On-going training (existing and new users)

2.16.1 Key Operator training to be provided by Supplier at Participating Agencies Locations at mutually agreed upon dates and times, at no charge to Participating Agencies. “Key Operator” concept trains specifically one or more individuals in depth.

2.17 Sustainability: Suppliers shall comply with the University of California Sustainable Practices Policy which is the University’s standard for all sustainable practices including, but not limited to:

2.17.1 For each device covered under the Agreement that are included in sections 8.1 and

8.2 below, Supplier must provide that device’s EPEAT rating (Gold, Silver, Bronze) along with the EPEAT recorded options score. Each device must have achieveda minimum EPEAT rating of Bronze.

2.17.2 Provide a take back process for toner cartridges and other consumables at no additional cost to University.

2.17.3 Post Consumer Waste (PCW) Paper:
x All devices shall be able to use recycled content paper up to and including 100% Post Consumer Waste (PCW) paper with high reliability, as long as the paper in use meets standard paper categories (e.g. copy, laser, or multi-purpose paper). x Full duplexing using up to and including 100% PCW paper shall be guaranteed by the manufacturer to reliably accomplish 100% duplexing. Recycled paper PCW content cannot be faulted by the Supplier’s service personnel for equipment malfunctions.

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x Should a condition arise in which paper is suspect in underperformance in a significant number of devices using the same paper or same paper batch numbers, further testing may be coordinated by a designated official with Supplier to test and determine the appropriate resolution.

2.17.4 Environmentally Responsible Packaging: Supplier agrees to use good faith efforts to utilize minimal packaging, environmentally responsible packaging, recycling practices, and packaging take back for reuse, to minimize the adverse effects of packaging on the environment.

2.17.5 Provide a process by which devices acquired under this Agreement can be taken back by the Supplier at the end of their useful life for remanufacturing, refurbishing, or recycling of parts. For MFDs, Supplier must take back devices at the end of their useful life at no cost, at University discretion.

2.17.6 Sustainable Transportation: Supplier agrees to work towards creating a delivery and transportation model which minimizes Green House Gas (GHG) emissions and has the least impact on the environment. The purchase of the cleanest and most efficient vehicles and tires will be a Supplier goal. The use of alternative fuels will be utilized where and when appropriate.

2.17.7 Sustainable Operations: Supplier agrees to implement a continuous improvement program related to sustainable operations of its facilities.

2.17.8 Reporting: Supplier will report to Participating Agencies during the quarterly business reviews regarding the improvements that have been made in the previous quarter and planned improvements for the upcoming quarters. Supplier will provide quarterly summary reports as specified in the RFP detailing purchases, incentives and the purchase of sustainable products by Participating Agencies systemwide and by location.

2.17.9 Supplier is required to register and participate in an assessment of their sustainability practices and procedures through the Ecovadis Corporate Social Responsibility (CSR) monitoring platform. For more information on the EcoVadis platform and costs associated with an assessment, please see the EcoVadis Supplier Solutions Website here: https://www.ecovadis.com/us/supplier-solutions-2/.

2.18 Accessibility:

2.18.1 Products will be accessible to people with disabilities and comply with California Building Code 2016 for "forward reach” (11B-308.2) and for “side reach” (11B308.3).

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2.18.2 OCR will be available on all scanners at no additional cost to Participating Agencies.

2.18.3 On devices with scanning functionality, the installer or repair person will ensure that a one-page instructional flyer is posted at the device that (a) explains why OCR is critical to make PDFs accessible to people with disabilities, (b) instructs the user how to easily turn the OCR capability on/off, (c) provides information about the impact of the OCR process on file size or other document properties, emailing, uploading, and other functionality, and (d) advises that all floor-standing devices should have sufficient clearance for wheelchair access.

2.18.4 Accessibility features for each product will be identified in the supplier’s online program myCSA.

2.19 Technical Support: Supplier must provide the following technical support to Locations:

2.19.1 Initial installation and configuration of MFD hardware and software for network connectivity and full functionality of the MFD to Locations and their IT resources, as needed and/or requested.

2.19.2 Onsite equipment electrical and mechanical troubleshooting and repairs.

2.19.3 Dedicated technical support staff with a working knowledge of all aspects of network functionality across all platforms including, but not limited to:

2.19.4 Hardware installation (network cards, cabling, etc.)

2.19.5 LDAP

2.19.6 Network administration (equipment, software installation/configuration, printer driver installation/configuration/characteristics and security settings as needed and requested.)

2.19.7 Advice and assistance with user-settable options in display menus and submenus

2.19.8 Support for MFDs or Laser Printer issues with respect to 3rd party vendor software and hardware.

2.19.9 Full maintenance services for Laser Printers, including repair parts, software and firmware updates and labor.

2.19.10 Supplier’s employees that will be physically present at Locations (i.e. delivering copiers, providing service) must conform to the following:
x Wear proper uniform
x Carry badges with picture ID
x Successfully passed the following pre-employment background security checks:
• Social security trace
• National criminal search (including national sex offender registry) • County criminal search
• Prior employer screening
• Highest level of education (exempt only)
• Motor vehicle record (driving roles only)

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x Bonded, or appropriately equivalent Crime Insurance coverage

2.19.11 Based on size and scope of the Participating Agencies MFD Fleet, the Supplier Management Team will consist of the dedicated Supplier Account Manager, Service Technicians, a dedicated Customer Relation Advocate as well as any other support personnel and resources deemed necessary at each location to ensure best in class contract monitoring, maintenance and provide locations with clear and concise communication.

3. Pricing:

3.1 Pricing on Exhibit 2 is expressed as a discount from Manufacturer Suggested Retail Price MSRP. MSRP must be available on a manufacturer’s published price list and be publicly available throughout the agreement term.

3.2 The prices of Supplier’s products included in this Agreement shall not increase for the duration of this Agreement for existing Models.

3.3 Supplier may utilize Value Added Resellers to perform maintenance, service and support for all Participating Agencies locations at the pricing stated in the Pricing Exhibit 2

3.4 During the term of the Agreement, Supplier may add or delete contract devices introduced or removed from the market by the Supplier, provided the added device falls within the scope of the respective category. Supplier must update its dedicated contract websites and published catalogs and lists to reflect this change. New devices must be adequately describe and the associated price list must be updated to reflect the new devices prices. Pricing must utilize the same pricing structure as was used for other devices falling into the same product category. The pricing structure will be dictated by the purchase price determined from the discount from Manufacturer Suggested Retail Price (MSRP) and other specified discounts listed in this RFP. Lease pricing will be dictated by the quoted leasing rates applied to the purchase price. Such additions and deletions must be approved by the UC contract administrator or their designee. From time to time Supplier will provide replacement or substation models prior to the updating of the pricing pages for the agreement or website. When ordering, the participating agency may refer in its purchase orders or other ordering documentation the new model/item code and the corresponding legacy model price.

4. Reporting: Supplier must provide electronic reports (in Microsoft Excel) or any other requested format to designated Participating Agencies contacts providing a wide range of information, at both the system-wide and individual Location level, related to the Agreement including, but not limited to:

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4.1 Quarterly Report Population of MFDs and Laser Printers reports including but not limited to the following data:
x Location
x Department
x Purchase order number
x Name, phone and email for department placing the purchase order x Equipment serial number
x Name and Model of product(s) and/or service(s) Purchased x Quantity purchased
x Price paid, per unit and total
x Method of acquisition (lease, purchase, etc.)
x Sustainable product purchases

4.2 Monthly Reports:
x Response time
x Repair time
x Uptime
x Total service calls
x Delivery time
x Installation time
x Open leases, remaining terms, etc.

4.3 Equipment inventory report that will provide a detail listing of all products and their locations at the particular Location..

4.4 Supplier must make a commercially reasonable effort to provide reports within five (5) business days of Participating Agencies’ request.

5. Maintenance Service

5.1 Supplier agrees to provide to Participating Agencies, during Supplier’s normal business hours, the maintenance service necessary to keep equipment in, or restore the equipment to, good working order in accordance with Supplier’s policies then in effect.

This maintenance service includes maintenance based upon the specific needs of individual equipment, as determined by Supplier, and unscheduled, on-call remedial maintenance.

5.2 Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Supplier. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Supplier. Maintenance

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services provided under this Agreement does not assure uninterrupted operation of the Product.

5.3 Supplier must coordinate all service calls through a centralized dispatch desk. All calls must be logged into a service system with a minimum of the following information:

5.3.1 All relevant customer information, location, phone number(s), contact name, caller name

5.3.2 A unique repair ticket number

5.3.3 Time of call placement from the customer

5.3.4 The customer’s reported equipment malfunction or issue

5.3.5 The equipment id number, model and serial number

5.3.6 The equipment status operational status: operational, substandard, or inoperative

5.3.7 Dispatched agent name or id number, dispatched time, location, caller, make, model, serial # and problem

5.4 Suppliers must further log the following information upon call completion:

5.4.1 Service technician’s report of actual problem and troubleshooting & repair actions conducted.

5.4.2 Arrival time, End time, Total Repair time, service copies made, final call status i.e.:
completed.- closed, open, pending , escalated.

5.4.3 Meter readings upon service completion (i.e. print, scan, color, b/w).

5.5 Locations with MFD/Printer Fleet Management programs may require that the call completion information be supplied from the Supplier’s repair technician to a designated MFD/Printer Fleet Management program administrator at the conclusion of the service call.

5.6 Repair Parts and Supplies:

5.6.1 Supplier must carry in stock all common parts for no greater than next-day access by Supplier’s service personnel.

5.6.2 Supplier must produce or make parts and supplies available for no less than five (5) years after a model has been discontinued.

5.6.3 Supplier must provide all Participating Agency’s Locations with the same discount for parts and supplies for the devices covered under this Agreement.

5.7 MFD Service and Parts: Supplier must offer full maintenance services for MFDs, including repair parts, software and firmware updates and labor based on the following options:
x Option 1: Cost Per Impression Charge – Zero Volume Base

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Supplier will provide full service maintenance with supplies, excluding paper.

Supplier will invoice respective Location on a monthly basis using a cost per impression charge applied to the actual monthly impression volume in the covered period without any minimum and/or maximum volume restrictions.

Volumes will not be estimated. These rates apply to purchased and leased MFDs.
x Option 2: Monthly Minimum Charge
Supplier will provide full service maintenance with supplies, excluding paper.

Supplier will charge a fixed monthly minimum charge, which will include a monthly impression volume allowance, with a separate cost per impression charge applied to the overage. These rates apply to purchased and leased MFDs. x Option 3: T&M - Fixed Charge per Occurrence
Supplier will provide service repairs and maintenance using a Time and Material option. Supplier charges a fixed amount per occurrence and/or a fixed hourly fee, after expiration of standard or extended equipment warranties.

5.8 Lemon Clause: After the 90-day warranty period and until 36 months from the date of installation, or coterminous in the case of a longer lease, except due to operator error, for any device that fails to operate in accordance with the manufacturer's published performance specifications three times in any four week period and/or is subject to recurring related problems, Supplier shall replace that device with a new MFD or Laser Printer that meets the requirements of the same lot as the original equipment model, at no cost to the user. This will take precedence over any other warranty or service maintenance clauses associated with this contract. For purchased devices, customers must maintain an uninterrupted maintenance agreement, cost per copy, or lease agreement including parts and supplies with the contract vendor for the Lemon Clause to apply past the initial 90-day warranty period. The Location Purchasing and/or MFD/Printer Fleet Management Program will review user requests for the application of this clause and will make a determination regarding its use.

If 25% or less of the device’s useful life has been used up, the device must be replaced with a “new device”. A “like for like” device may be used if 25% or more of the useful life of the device has been used up and the Customer agrees to the “like for like” exchange. Note: Prior to the lease or purchase of a device, awarded vendors must provide Participating Agency with the device’s “Useful Life”.

6. Data Security

6.1 For all MFDs/Laser Printers, Suppliers must:

6.1.1 Disclose all default accounts, access methods, and passwords on the device at delivery.

6.1.2 Certify that log-in credentials are not communicated in clear text by default, though clear text may be an option if cipher text is available as an option.

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6.1.3 Deliver MFDs and/or Laser Printers with the latest, fully-patched software, firmware, or other OEM software as provided for device functionality as detailed on the “Specifications” tab of Attachments B and C.

6.1.4 Notify all Locations of all known and reported vulnerabilities, and of planned updates or mitigations to software provided for device functionality as detailed on the “Specifications” tab of Attachments B and C.

6.1.5 Disclose and describe shared accounts or service accounts that Supplier technicians may or will use, and the security procedures planned by Supplier.

6.2 All devices must:

6.2.1 Provide secure login for administrator access (including username and password).

Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.2.2 Provide IP and MAC address filtering to limit users’ access to the device via the web interface; and

6.2.3 Provide on/off (switchable) provisions for other types of access, including but not limited to telnet, rsh, SNMP, FTP, IPSec, SSL/TLS, etc. Suppliers must list all on/off provisions for all types of access in their response.

6.3 All MFDs/Laser Printers that are equipped with hard drives must:

6.3.1 Possess an “always on” security feature that overwrites the sector(s) of the hard drive used for processing copy, print, or scan data using at least 3 passes, preventing the data from remaining on the hard drive of the MFD or Laser Printer after the copy, print, or scan job is finished.

6.3.2 Provide at least 128-bit AES encryption (or equivalent) as part of the storage process for any information held on the hard drive for long-term storage.

6.3.3 Provide secure login for administrator access (including username and password), allowing administrators to set access levels for users who perform tasks on the device (e.g., managing address books (fax or scan addresses), or printing print, fax, or copy/scan logs). Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.3.4 Isolate any incoming FAX line from all hardware that has network access. MFDs must have no physical or data connection between the Page Memory (or Temporary Data Storage) and the FAX controller.

6.4 Hard Drive Data. Participating Agencies acknowledges that the hard drive(s) on the equipment, may retain images, content or other data that Participating Agencies may store for purposes of normal operation of the equipment (“HD Data”). Participating Agencies acknowledges that Supplier is not storing HD Data on Participating Agencies’ behalf and that exposure or access to the HD Data by Supplier, if any, is purely incidental to the services performed by Supplier. Participating Agencies is solely responsible for

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the HD Data. The equipment contains various security features that University can utilize to easily erase or dispose of stored data.

6.5 Provide on/off (switchable) control of read/write access to the device from portable media (e.g., SD cards, USB drives, etc.); Participating Agencies System Administrator will be required to initialize the Hard Drive via the device’s local control panel utilizing the “Initialize All Data/Settings” function and additionally, Supplier will be required to initialize the Hard Drive utilizing the “Initialize All Data/Settings” function and provide certification of completion including device serial number, device name, erase mode, date and time of erasing, and firmware version to the appropriate Participating Agencies System Administrator, at the end of a lease, cost-per-copy agreement, or at trade-in (or at any time, for any reason, an MFD and/or Laser Printer is removed from Participating Agencies) at no additional cost to Participating Agencies. From time to time, when devices are leased, Supplier may be required to remove and surrender a Hard Drive to a Participating Agencies System Administrator, for a flat fee as priced in Pricing Exhibit 2.

1. If Solid State Devices (SSD) are used solely on Canon supplied devices, when the “Initialize All Data/Settings” function is invoked, the result would be equivalent to a cryptographic erasure

2. If there will be a mix of SSD and Hard Disk Drives (HDD) used on Canon supplied devices, when the “Initialize All Data/Settings” function is invoked, the result would be equivalent to cryptographic erasure on Canon supplied SSD and purging (secure erase firmware command or cryptographic erasure) for Canon supplied HDD.

3. See below bullets for further clarity and definitions x Definitions Per UC IS-3 UC Institutional Information Disposal Standard:

Cryptographic Erasure is defined as a disposal process that safely destroys all copies of the decryption key. If all data is adequately encrypted, then once the decryption key is removed, the Institutional Information is not recoverable. Note, for Cryptographic Erasure, the UC IT Workforce Member must verify that all data is adequately encrypted on the Canon device. The location of all decryption keys must be known and documented. An action that safely destroys all copies of the key must be available. The cryptographic algorithm employed must meet minimum standards, as defined by NIST FIPS 140-2.

Purging is defined as a disposal process that makes the media reusable but makes accessing the Institutional Information infeasible. This applies to physical or logical techniques that render Institutional Information recovery unachievable. Purge protects against laboratory attacks. Executing the secure erase firmware command on a disk drive, Cryptographic Erase and Degaussing are acceptable methods of purging.

6.6 Supplier will work with each Participating Agencies System Administrator to create the appropriate standards for device security including; interface, network, port usage,

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authentication, key/certification, log, job and storage parameters. Prior to deliver the HDD Data Erase function will be enabled in all Canon imageRUNNER devices to overwrite at least once with NULL Data in the temporary image data storage areas.

Participating Agencies System Administrator can configure the device to automatically overwrite to other settings.

7. Technology Requirements: Suppliers’ devices must have the technological capability to fulfill specific requirements of the University including, but not limited to the following required device technologies:

7.1 100baseT or greater Ethernet connectivity

7.2 Connectivity to Supplier's MFDs and/or Laser Printers by devices using the following operating systems, including universal and device-specific PPDs. Include the expected timeframe for release of PPDs after operating system upgrades:

7.2.1 Windows (requirement is from Windows 10.0 and higher; Suppliers to specify versions)

7.2.2 Macintosh (Suppliers to specify versions; requirement is from OSX 10.13 and higher)

7.2.3 IOS (Suppliers to specify versions; requirement is from iOS 11.0 and higher)

7.2.4 Android (Suppliers to specify versions; requirement is from Android OS 8.0 and higher)

7.3 Connectivity to Supplier’s MFDs and/or Laser Printers by following communications protocols:

7.3.1 POP, IMAP

7.3.2 IPv4/IPv6/IPsec

7.3.3 LDAPv3 or higher

7.3.4 Kerberos – must include Kerberos for Windows and Macintosh Operating Systems listed in 2a-2b above

7.3.5 LPR/LPD/IPP

7.3.6 AirPrint

7.3.7 SMTP

7.3.8 SNMP v1 – v3 including authentication protocols

7.3.9 TCP port 9100 direct printing (bidirectional)

7.3.10 SSL/TLS

7.4 Printing to Supplier's MFDs and/or Laser Printers using the following printing protocols/output types:

7.4.1 PostScript Level 3

7.4.2 PCL 6e

7.4.3 PDF

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7.5 Effective and successful installation and set-up of Supplier's MFDs and/or Laser Printers on University network.

7.6 Effective and successful installation and set-up of connectivity software (including, but not limited to, PPDs) to Supplier's MFDs/Laser Printers on customer computers as requested by the Location.

7.7 All Proposers' devices must be able to interface with existing third-party access control and management systems at locations (Equitrac, ITC, Pharos, PaperCut, PCounter, or comparable), with the following requirements to achieve reliable and accurate transactions and transactional reporting:

7.7.1 Embedded software and/or external hardware to enable use of the third- party system; device-specific interface cables for external hardware must be provided and installed by Supplier at no cost to Participating Agency;

7.7.2 Network connectivity across a hard-wired and/or a wireless network;

7.7.3 Ability to use USB proximity and/or magnetic stripe card readers for user authentication and access to the third-party system.

8. Product Acquisition

8.1 Required MFD’s: During the term of the Agreement, Supplier must provide at least one model MFD that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of MFD fulfilling the category requirements below.
x Category 1 - B/W Desktop 20+ pages per minute
x Category 2 - B/W 20-30 pages per minute
x Category 3 - B/W 31-40 pages per minute
x Category 4A - B/W 41-50 pages per minute
x Category 4B - B/W 51-60 pages per minute
x Category 5 - B/W 61-90 pages per minute
x Category 1 - Color Desktop 20+ pages per minute
x Category 2 - Color 20-30 pages per minute
x Category 3 - Color 31-40 pages per minute
x Category 4A - Color 41-50 pages per minute
x Category 4B - Color 51-60 pages per minute
x Category 5 - Color 61-90 pages per minute

8.2 Required Laser Printers: During the term of the Agreement, Supplier must provide at least one model Laser Printer that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of

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Laser Printer fulfilling the category requirements below. Each model MUST have the ability to perform duplex printing and have ethernet connectivity:
x Category 1 - Low Volume - B/W 25-40 pages per minute
x Category 2 - Mid Volume - B/W 41-55 pages per minute
x Category 3 - High Volume - B/W 56-70 pages per minute x Category 1 - Low Volume - Color 10-20 pages per minute x Category 2 - Mid Volume - Color 21-35 pages per minute x Category 3 - High Volume - Color 36-50 pages per minute

8.3 Purchase Option: Supplier agrees to sell to Participating Agency the required devices listed herein and associated products and services, if requested by Participating Agency, in accordance with the requirements set forth in this Agreement. Supplier shall warrant that the Products are new and owned by Supplier. Supplier warrants that it will repair or replace defective Products and/or parts, including labor at no cost to Participating Agency for ninety (90) days after the installation date. The title for the purchased MFDs and/or Laser Printers will be transferred to Participating Agency. In conjunction with purchased MFDs, Suppliers must offer a cost per copy (CPC) rate for service and supplies.

8.4 Lease Option: Suppliers agrees to offer to Participating Agency the required MFDs listed herein and associated products and services based on the following Full Market Value (FMV) and
$1 buyout terms:
x 36 Months
x 48 Months
x 60 Months

8.4.2 In conjunction with leased MFDs, Supplier must offer a CPC rate for service and supplies.

8.4.3 In conjunction with leased MFDs, on both FMV and $1 buyout option, Supplier must offer a service and supply component.

8.5 Trial Units: Supplier must offer current models to Participating Agencies Locations on a trial basis for thirty (30) days. Locations may opt to purchase or lease the trial model, request a different model for trial, or return the trial model(s) with no obligation to Supplier.

8.6 Product Certification: Supplier certifies and warrants that all products sold to Participating Agencies under the Agreement:

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8.6.1 Shall be new and genuine, except short term rentals or temporary replacements.

8.6.2 Shall be provided to Participating Agencies in the manufacturer's original packaging unless otherwise requested by Participating Agencies.

8.6.3 Shall be manufactured and sold or distributed to the Supplier for retail sale in the United States.

8.6.4 Shall be sold to the Supplier from legal and reputable channels, which are understood to be the manufacturer or authorized representatives of the manufacturer.

8.6.5 Shall not be altered or misbranded within the meaning of the Federal and State laws applicable to such products.

8.7 Trade-ins: Supplier agrees to assist Participating Agencies in obtaining the best trade-in values available for Participating Agencies owned Products through Supplier’s recommended Equipment Brokers. Supplier shall provide the required administrative support, including removal of Participating Agency owned products, to Participating Agency to effectively manage the trade-in transaction(s) at no cost to Participating Agency.

8.8 Leased Fleets of 50 devices or more at an individual campus. For those fleets, Supplier will allow the Customer to upgrade or downgrade 5% of the cumulative installed population of machines over the term of the Customer Agreement, provided Customer has installed a minimum fleet of 100 units of Equipment across all locations. This provision excludes imageRUNNER machines with rated speeds of 110 pages per minute or greater, or imagePRESS products.

3.A.6.b
Packet Pg. 257 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Lease Schedule ("Schedule") - Itemized (SER-700) Page of Customer: CFS App #: Salesperson:

Agreement #: Transaction #: Order Date:

Billing Information Customer Account:Company:DBA:Address: Lease Payment Invoiced by CFSAddress 2: Total Maintenance City: County: Base Charge Invoiced by State: Zip: Phone #:Contact: Fax #: # of Payments in Advance Total Due at SigningEmail:

Shipping: Delivery Date:

Address 2:

City: County: State: Zip:

Primary Customer Contact:Phone #: Email:Meter Contact:Phone #: Email:IT Contact:Phone #: Email:Billing:Address 2:

City: County: State: Zip:Billing Contact:Phone #: Email:Elevator: Loading Dock: # of Steps: Hrs of Operation:For CSA USE ONLY:

Customer Authorized Signature: Printed Name: Title: Date:Authorized Signature: Printed Name: Title: Date:

For Internal Purposes Only:

CFS Authorized Signature: Printed Name: Title: Date:SER-700M Itemized Lease March 2020 **Requires ImageWARE Remote Fixed Pricing
Y/N?
Tax Exempt (Certificate Required)
x
Consumables: Toner only (excludes clear)
x
x
Meter Read Method - select one
Covered Images Included in Maint Base Charge Excess Per Image Charge(s) Listed Items Lease Term
Payment Information
Payment Summary* (*Plus Applicable Taxes)
# of Lease Payments
Due at Signing
Selec
Maintenance included, except as indicated excludedMaintenance Plan # $
End of Lease Purchase Option
Y/N? x x
x
x x
Select applicable MAINTENANCE STATUS
Equipment Maintenance Information
Months
Other Transaction Details
Ship To & Maintenance Billing Information Item Code Listed Items Description Qty Unit Pmt Lease Payment Frequency
x x
Maint Base Charge This Section
Maintenance Base Billing Maintenance Excess Per Image Billing Customer legal name
TBD
TBD x
1/1/2021
[email protected]
##
$
$
(###) ###-#### x x
Customer contact
Customer legal name appears here
P.O. reference for lease invoice: PO#Maintenance P.O. reference for invoice: PO# x x x x
$ #
TBD
#
# Device model & / or accessory description # $ $
Total
x
x x
x
x x
x
x x
To: CSA and Lessor: Customer certifies that (a) the Listed Items referred to in the above Schedule have been received, (b) installation has been completed, (c) the Listed Items have been examined by Customer and are in good operating order and condition and are, in all respects, satisfactory to the Customer, and (d) the Listed Items are irrevocably accepted by the Customer for all purposes under the Agreement. Accordingly, Customer hereby authorizes billing under this Schedule.

THIS SCHEDULE IS ENTERED INTO PURSUANT TO, AND INCORPORATES THE TERMS OF, THE MASTER SALES AND SERVICES AGREEMENT REFERENCED AS THE AGREEMENT # ABOVE ("AGREEMENT"), INCLUDING THE MASTER LEASE TERMS SET FORTH AS RIDER G THERETO WHICH SHALL CONTROL (THE “LEASE TERMS”). TO THE EXTENT THE TERMS OF AN EXISTING CFS MASTER AGREEMENT ARE REFERENCED ON THIS SCHEDULE (THE “EXISTING MASTER CFS LEASE”) AND ARE APPLICABLE TO THIS SCHEDULE, THEY SHALL CONTROL OVER THE MASTER LEASE TERMS SET FORTH AS RIDER G TO THE AGREEMENT FOR SO LONG AS THE EXISTING MASTER CFS LEASE REMAINS IN EFFECT. STANDARD TERMS AND CONDITIONS AND APPLICABLE RIDERS INCORPORATED HEREIN ARE AVAILABLE AT ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS, AND SHALL APPLY TO THE EXTENT NOT MODIFIED BY THE AGREEMENT. THIS SCHEDULE CONSTITUTES A LEASE OF THE LISTED ITEMS, AND IS BINDING ON CUSTOMER UPON SIGNING BY CUSTOMER, AND IS BINDING ON CSA AND LESSOR AS PROVIDED IN THE LEASE TERMS. THIS SCHEDULE IS NON-CANCELABLE BY CUSTOMER. CUSTOMER REPRESENTS THATEXECUTION OF THIS SCHEDULE HAS BEEN DULY AUTHORIZED. BY YOUR SIGNATURE, CUSTOMER AGREES TO LEASE THE LISTED ITEMS AND, IF SELECTED, TO PURCHASE THE MAINTENANCE SERVICES DESCRIBED HEREIN. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS SCHEDULE.

Additional Requirements:

ACCEPTANCE CERTIFICATE
Canon Solutions America, Inc. ("CSA")One Canon Park, Melville, NY 11747 (800)-613-2228 Notwithstanding this Agreement, this transaction shall be governed by the terms and conditions of Purchase Agreement# 2020002755 between Canon Solutions America, Inc. and the University of California and any terms and conditionswhich conflict with, vary from or modify the Agreement terms shall be deemed null and void.

SAMPLE
Terms Applicable to All NonUniversity of California Entities

3.A.6.b
Packet Pg. 258 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Page of
Order Schedule ("Schedule")
Customer: Salesperson:

Agreement #: Transaction #: Order Date:

Billing Information Customer Account:Company:DBA:Address:Address 2:City:State: Zip: County:Contact:Phone #: Fax #:Email:

Maint Base Charge This Section
Shipping: Delivery Date:Address 2:City: County: State: Zip:Primary Customer Contact:Phone #: Email:Meter Contact:Phone #: Email:IT Contact:Phone #: Email:Billing:Address 2:City: County: State: Zip:Billing Contact:Phone #: Email:Elevator: Loading Dock: # of Steps: Hrs of Operation:

Equipment Billing Entity: Canon Solutions America, Inc.

FOR CSA USE ONLY:

Customer Authorized Signature: Printed Name: Title: Date:

SER-500M Purchase Maint Agreement August 2020 *Requires separate form **Requires imageWARE Remote x
TBD
Purchase P.O. reference for invoice: PO# xMaintenance P.O. reference for invoice: PO# x xx
Consumables: Toner only (excludes clear)Meter Readings provided via imageWare Remote Y/N? Y/N? x xx c
c
x c
c
# Device & Accessory description # $
Net 30
x
Maintenance included, except as indicated excludedMaintenance Base Billing - Select oneMaintenance Excess Per Image Billing - Select oneMaintenance Plan - Select oneFixed Pricing x
$
$ [email protected]
Purchase & Maintenance
$
Customer name
(###) ###-####
$
x
x x x c
c
x c
$ # months #
x
$
Select applicable MAINTENANCE STATUS
Maint Initial Term
Purchase and Maintenance Schedule (SER-500)
Ship To & Maintenance Billing Information
Other Transaction Details
Equipment Maintenance Information Transaction Description Amounts Due
Subtotal
Delivery/Install
Payment Terms
1/1/2021
x x
Excess Per Image Charge(s) Covered Images Included in Maint Base Charge Customer legal name
TBD
Customer legal name
x
x x c
c
THIS SCHEDULE IS ENTERED INTO PURSUANT TO, AND INCORPORATES THE TERMS OF, THE MASTER SALES AND SERVICES AGREEMENT REFERENCED AS THE AGREEMENT # ABOVE AND APPLICABLE RIDERS ("AGREEMENT"). BY YOUR SIGNATURE BELOW, CUSTOMER AGREES TO PURCHASE OR LEASE THE LISTED ITEMS, AND/OR MAINTENANANCE SERVICES AND SUPPORT, AS SPECIFIED, SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT. CUSTOMER REPRESENTS THAT EXECUTION OF THIS SCHEDULE HAS BEEN DULY AUTHORIZED. YOU REPRESENT THAT YOU ARE AUTHORIZED TO EXECUTE THIS SCHEDULE ON CUSTOMER’S BEHALF. STANDARD TERMS AND CONDITIONS INCORPORATED HEREIN ARE AVAILABLE AT ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS, AND SHALL APPLY TO THE EXTENT NOT MODIFIED BY THE AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS SCHEDULE.

Sales Tax Total Extended Maintenance
Base Charge Total
Deposit
Balance Due
Item Code Listed Items Description Qty Total Unit Price $
Other Invoicing Requirements
Canon Solutions America, Inc. ("CSA")One Canon Park, Melville, NY 11747 (800)-613-2228 x
Notwithstanding this Agreement, this transaction shall be governed by the terms and conditions of Purchase Agreement# 2020002755 between Canon Solutions America, Inc. and the University of California and any terms and conditionswhich conflict with, vary from or modify the Agreement terms shall be deemed null and void.SAMPLE

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Packet Pg. 259 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Page
Customer: Salesperson:

Agreement #: Transaction #:

Customer ("You") Customer Account: Service Requested:

Company:

Address:

City: County:

State: Zip: Phone:

Contact name:

Email:

Alternate Contact:

Alternate Phone:

If "Buyout Reimbursement" is selected above, the following MUST be completed:

To be paid upon delivery / acceptance pursuant to Rider B, Section 1.

Payable to: Reason for check issuance:

If transaction includes a Lease Upgrade or Buyout the following MUST be completed:

Select
one:

Original Order Date
Will retained equipment remain under a CSA Maintenance Agreement? Trade in Equipment Condition:

Equipment for Trade-In, Upgrade, or Return
If transaction includes a Lease return the following MUST be completed:

Pick Up /Return Information:

Same Date as Delivery of Listed Items Specified on the Agreement Other Specified Date: (but no longer than 30 days after delivery of Listed Items under Agreement Email:

Hours of Operation: Number of Steps: Elevator: Loading Dock:

Special Instructions:

Customer’s Authorized Signature:

Printed Name: Title: Date:

SLS-900M March 2020
Return Schedule, Rider B of Agreement
1/1/2021
Trade in, Upgrade, Return, Buyout Schedule ("Schedule") (SLS-900) of x Customer's legal name
TBD x
x
Order date:
x
Canon Solutions America, Inc. ("CSA")
One Canon Park, Melville, NY 11747
(800)-613-2228
Leasing company name
x (###) ###-####
Lease Number
Alt pick
up date
$
x
Buyout - Select one Otherwise BLANK
Customer contact
Return
code
TBD
Customer's legal name
Equipment Location Contact Name &
Phone Email
Select Transaction Type - One Per Form Page
x
xx
Lease Information (if applicable)
[email protected]
Description Serial # Item
Code
Trade In Condition - Select for Trade In ONLY or BLANK
insert ?? Y/N? Y/N?
Phone:

THIS RETURN SCHEDULE IS ENTERED INTO PURSUANT TO, AND INCORPORATES ALL OF THE TERMS OF, THE MASTER SALES AND SERVICES AGREEMENT REFERENCED AS THE AGREEMENT # ABOVE AND THE APPLICABLE RIDER(S) ("AGREEMENT"). BY YOUR SIGNATURE BELOW, YOU AGREE TO TERMS AS SPECIFIED ABOVE, SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT. CUSTOMER REPRESENTS THAT EXECUTION OF THIS SCHEDULE HAS BEEN DULY AUTHORIZED. YOU REPRESENT THAT YOU ARE AUTHORIZED TO EXECUTE THIS SCHEDULE ON CUSTOMER’S BEHALF.

STANDARD TERMS AND CONDITIONS INCORPORATED HEREIN ARE AVAILABLE AT ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS, AND SHALL APPLY TO THE EXTENT NOT MODIFIED BY THE AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS RETURN SCHEDULE.

Contact Name:

Not Applicable: No Equipment pick up required
You will return Equipment to leasing company according to the terms and conditions of your lease agreement You will retain the equipment.

Yes: SELECT ONE: under an Existing Contract
No
Or New Contract
CSA will pick up the Equipment
Return Equipment to CFS
Return Equipment to CSA
x Notwithstanding this Agreement, this transaction shall be governed by the terms and conditions of Purchase Agreement # 2020002755 between Canon Solutions America, Inc. and the University of California and any terms and conditions which conflict with, vary from or modify the Agreement terms shall be deemed null and void.

SAMPLE

3.A.6.b
Packet Pg. 260 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Page of
Customer:

Agreement #: Transaction #:

Order date:

Customer ("You") Customer Account:

Company:

Address:

City: State: Zip: Alternate Contact:

Contact: Phone: Alternate Email:

Email: Alternate Phone:

Schedule Term: Months or Lease term Customer P.O. Reference on invoice:

Payment terms:
*1 Subject to Course minimum requirements, if applicable Customer’s Authorized Signature:

Printed Name: Title: Date:

SLS-910M March 2020
x
Subscription Support Services (SLS-910)
Customer legal name
(###) ###-####
Canon Solutions America, Inc. ("CSA") Salesperson: x
One Canon Park, Melville, NY 11747
(800)-613-2228
Subscription Schedule ("Schedule"), Rider D of Agreement TBD
Customer legal name
TBD
x x
1/1/2021
x
x x x
Customer contact
[email protected]
Subscription Support Services
Ordered Qty Item Code Description Price Extended Price
# ###### Item description - Device and accessories $$ #VALUE! #VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
#VALUE!
Total #VALUE!
#VALUE!
#VALUE!
Resource Level
National Consulting and Support (“NCS”) Engineers
Units / hour Min Hrs/Engagement
5 10
Sales Tax
Total Due
Project Mgmt or Software Development Specialist
Local Systems Analyst or Systems Engineer
4 3
4 1
Production Analyst 4 8
Solutions Support Center Agent
Product Trainer
3 2
1 1*

THIS SUBSCRIPTION SCHEDULE IS ENTERED INTO PURSUANT TO, AND INCORPORATES ALL OF THE TERMS OF, THE MASTER SALES AND SERVICES AGREEMENT REFERENCED AS THE AGREEMENT # ABOVE AND THE APPLICABLE RIDER(S) ("AGREEMENT"). BY YOUR SIGNATURE BELOW, YOU AGREE TO TERMS AS SPECIFIED ABOVE, SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT. CUSTOMER REPRESENTS THAT EXECUTION OF THIS SCHEDULE HAS BEEN DULY AUTHORIZED. YOU REPRESENT THAT YOU ARE AUTHORIZED TO EXECUTE THIS SCHEDULE ON CUSTOMER’S BEHALF. STANDARD TERMS AND CONDITIONS INCORPORATED HEREIN ARE AVAILABLE AT ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS, AND SHALL APPLY TO THE EXTENT NOT MODIFIED BY THE AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS SUBSCRIPTION SCHEDULE.

L
Net 30 Bill with my CFS Lease Payment Credit Card (Requires secure credit card authorization form.) C
x Notwithstanding this Agreement, this transaction shall be governed by the terms and conditions of Purchase Agreement # 2020002755 between Canon Solutions America, Inc. and the University of California and any terms and conditions which conflict with, vary from or modify the Agreement terms shall be deemed null and void. SAMPLE

3.A.6.b
Packet Pg. 261 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
General Terms
Version 1.0, 7-1-20 (Replaces all prior versions) 1
This MASTER SALES AND SERVICES AGREEMENT, INCLUDING THE CUSTOMER

INFORMATION FACE PAGE, THESE GENERAL TERMS, AND ANY APPLICALBE RIDER(S), SCHEDULES AND ADDENDA (AS DEFINED BELOW) (collectively the “Agreement”) is entered into by and between Canon Solutions America, Inc. (“CSA”) and its customer, as named on the Customer Information Face Page (“you” or “Customer”). “Parties” shall mean Customer and CSA. All notices to CSA shall be sent as set forth in Section 18.

GENERAL TERMS

1. PURCHASE OR LEASE OF LISTED ITEMS. You and CSA agree that you will purchase or lease, as applicable pursuant to the terms and conditions of this Agreement, the equipment (“Equipment”), Equipment maintenance including supplies under a supply inclusive maintenance plan (“Maintenance”), application software licenses (“Software”) which excludes Embedded Software as set forth in Rider A, “Software Subscriptions” as defined in Rider C, Software installation services (“Software Installation Services”), Software support contracts (“Software Support Contracts”), subscription support services (“Subscription Support Services”), managed print services (“MPS”), and/or other products and services incorporated by a schedule or addendum accepted by CSA (all collectively, the “Listed Items”), each as described in any rider hereto (“Rider”) or any Order Schedule, Return Schedule, MPS Schedule or other schedule or order document accepted by CSA (each a “Schedule”). Each Schedule referring to this Agreement will constitute a separate agreement for the acquisition of the Listed Items described therein and shall incorporate the terms of this Agreement. “NOLI” for purposes of Rider F shall mean non-CSA Listed Items, which may include hardware, software (and specifically third party software), equipment, supplies, service, warranty, network equipment and other items not listed in CSA’s price list and as designated on the Master Sales and Services Agreement. NOLI products are provided as a convenience to Customers and are not eligible for any warranty or maintenance under this Agreement and accordingly Customer waives any claim it might have against CSA for any loss, damages or expenses caused by NOLI products. “Products” shall mean Equipment, Software and Software Subscriptions, and any other products incorporated into this Agreement by a Schedule or addendum accepted by CSA (“Addendum” or “Addenda”). “Services” shall mean Maintenance, Software Installation Services, Subscription Support Services, MPS and any other services incorporated into this Agreement by a Schedule or Addendum. “Lease” shall mean the document pursuant to which you lease Listed Items from a “Leasing Company”, which shall solely govern as to matters contained therein, and unless otherwise set forth on the Customer Information Face Page or any Addendum, the Leasing Company is Canon Financial Services, Inc. (“CFS”). To the extent the terms of any Rider conflict with these General Terms, the terms of the Rider shall control. Unless specifically otherwise defined in a Rider or Schedule, shall have the meaning defined in these General Terms. THE PARTIES MAY

AMEND THE TERMS OF THIS AGREEMENT BY USE OF A MUTUALLY AGREEABLE ADDENDUM, EXECUTED BY YOU AND AN AUTHORIZED REPRESENTATIVE OF CSA.

2. TERM. The initial term during which Services shall be provided, and for the lease of Products, unless earlier terminated as provided in these General Terms or the applicable Rider, is as set forth on the applicable Schedule. That initial term shall be subject to renewal as provided in the applicable Rider.

3. DELIVERY/INSTALLATION OF EQUIPMENT. Unless otherwise set forth in a Schedule, delivery and installation of Equipment is at no additional charge, so long as no special rigging is required (in which event CSA’s rates therefor will apply). For purposes of this Agreement, “special rigging” shall include, but not be limited to, the use of cranes, forklifts, or other mechanical devices; and/or the engagement of additional personnel beyond those ordinarily required for CSA to deliver Equipment via delivery van

3.A.6.b
Packet Pg. 262 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
General Terms
Version 1.0, 7-1-20 (Replaces all prior versions) 2
and maneuver unimpeded into and through the loading dock, hallways, and, if necessary, stairs and/or elements of Customer’s facility manually through the use of a hand truck or dolly.

4. PAYMENT TERMS AND CHARGES. The total price specified in any Schedule for the Listed Items, including taxes and delivery/installation charges (if any), is due and payable within 30 days of the invoice date unless otherwise stated on the invoice. Should Maintenance or Software support not be purchased at the time of the initial delivery of the Product, or should it terminate or be suspended, additional fees to inspect the Product or otherwise to start or reinstate the Maintenance or Software support shall apply.

Applicable taxes shall be added to the charges. Without limiting any of CSA’s rights and remedies under applicable law, if payments are late, CSA may charge you and you agree to pay a late charge equal to the higher of five percent (5%) of the amount due or $10 as reasonable collection fees, not to exceed the maximum amount permitted by law, and you shall pay the actual and reasonable costs and expenses of collection incurred by CSA, including the maximum attorney’s fees permitted by law.

5. CREDIT. CSA reserves the right to withhold shipment of the Listed Items until you (or the Leasing Company, if applicable) make full payment of the total price specified in all Schedules accepted by CSA, or to revoke any credit extended to you because of your failure to pay any amounts when due pursuant to such Schedules or the applicable CFS Lease, or for any other reason affecting your creditworthiness. If at any time prior to shipment, CSA discovers any mistake in pricing or configuration for any of the Listed Items, CSA reserves the right to notify you of the mistake in writing, and such notification will constitute the non-acceptance of this Agreement by CSA with respect to such Listed Items without liability.

6. LIMITED WARRANTIES AND DISCLAIMER. Canon brand Equipment is provided with an end user limited warranty, from the manufacturer, either Canon U.S.A., Inc. (“Canon”) or a Canon affiliated company. CSA is an authorized Canon service dealer and provides warranty service pursuant to the Canon limited warranties. Warranties, if any, for other Products and Services are provided by the manufacturer or developer or as may also be provided in the applicable Rider or Schedule. The use of Software is at all times subject to and governed by the applicable end user license agreement. In addition to the aforesaid manufacturer or developer warranties, CSA warrants that on completion of installation of Canon brand Equipment will be (1) in material conformance with the manufacturer's published specifications, (2) qualified for CSA's standard maintenance services and (3) free from material defects in workmanship and materials. All parts replaced under a warranty shall become the property of CSA or the manufacturer. The CSA warranty set forth herein does not apply to used or refurbished Equipment and is conditioned upon Customer giving prompt written notice to CSA of any discovered defects at the time installation is complete. CUSTOMER'S SOLE AND EXCLUSIVE

REMEDY FOR BREACH OF THE FOREGOING CSA WARRANTY SHALL BE TO REJECT THE

EQUIPMENT AND CANCEL THE AFFECTED EQUIPMENT SCHEDULE AT THE TIME INSTALLATION IS COMPLETED. IN NO EVENT SHALL A BREACH OF THIS WARRANTY GIVE RISE TO A CLAIM FOR DAMAGES AGAINST CSA. THE WARRANTIES CONTAINED OR

REFERENCED IN THIS AGREEMENT 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

LISTED ITEMS, AND ALL SUCH OTHER WARRANTIES, INCLUDING ANY RELATING TO THE USE

OR PERFORMANCE OF THE LISTED ITEMS OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA, ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY

ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE OR SERVICES UNDER THIS

AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE LISTED ITEMS.

3.A.6.b
Packet Pg. 263 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
General Terms
Version 1.0, 7-1-20 (Replaces all prior versions) 3

7. LIMITATION OF LIABILITY.

7.1 CSA SHALL NOT BE LIABLE (I) FOR BODILY INJURY (INCLUDING DEATH) OR TANGIBLE PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA’S NEGLIGENCE OR WILLFUL

MISCONDUCT, OR (II) FOR LOSS OF REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA,

OR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING

OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY

SERVICES OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, REGARDLESS OF THE

LEGAL THEORY ON WHICH A CLAIM MAY BE BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 CSA’S LIABILITY ON ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT AND

ANY OTHER AGREEMENTS ENTERED INTO IN CONNECTION THEREWITH, REGARDLESS OF

THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, SHALL NOT EXCEED IN AN AGGREGATE

AMOUNT THE SUM OF (A) IF CUSTOMER PURCHASED ANY PRODUCTS, THE TOTAL

PURCHASE PRICE PAID BY CUSTOMER (OR THE LEASING COMPANY IF LEASING) TO CSA

FOR THE PRODUCTS SUBJECT TO THE CLAIM, AND (B) AS TO ALL OTHER LIABILITY OF CSA,

CHARGES PAID OR PAYABLE BY CUSTOMER FOR THE PRODUCTS OR SERVICES SUBJECT TO THE CLAIM FOR SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM IS MADE.

SHOULD CUSTOMER HAVE PREPAID ANY AMOUNT FOR SERVICES SUBJECT TO THE CLAIM,

SUCH AMOUNT SHALL BE AMORTIZED OVER THE APPLICABLE TERM OF SAID SERVICES AND CSA’S LIABILITY SHALL BE LIMITED TO SIX (6) MONTHS OF SUCH AMORTIZED PAYMENTS.

8. 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 (“HD Data”). You acknowledge that CSA is not storing HD Data on your behalf and that exposure or access to the HD Data by CSA, if any, is purely incidental to the services performed by CSA. You are solely responsible for the HD Data. The Equipment contains various security features that you can utilize. Upon your request, CSA will work with you to provide information regarding your options and offer services to assist you. Such services may result in additional charges. The terms of this Section shall solely govern as to HD 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 CSA that could be construed to apply to HD Data.

9. SECURITY. As security for the payment of all amounts due for the acquisition of the Listed Items, you hereby grant to CSA a security interest in the Listed Items. To the extent permitted by applicable law, you hereby authorize CSA to file with the appropriate governmental authorities any and all financing statements necessary to evidence or perfect CSA’s security interest in the Listed Items.

10. WARRANTY OF BUSINESS PURPOSE. You represent and warrant that that the Listed Items will not be used for personal, family or household purposes.

11. CUSTOMER DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under this Agreement, any Rider or Schedule (including making prompt payments of amounts not subject to a good faith dispute) or the CFS Lease. CSA may suspend providing Listed Items under this Agreement in whole or in part until any delinquent payment is received by CSA (or CFS as applicable), and You agree that any such suspension shall not in and of itself be deemed a termination of this Agreement. If an overdue payment under this Agreement or any Rider or Schedule is disputed in good faith within thirty (30) days after its due date, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with CSA. In the event of your default, CSA may, without limiting its other rights and remedies available under applicable law and this

3.A.6.b
Packet Pg. 264 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
General Terms
Version 1.0, 7-1-20 (Replaces all prior versions) 4
Agreement, require you to pay all charges then due but unpaid, including any applicable late charges and liquidated damages.

12. CHOICE OF LAW AND FORUM. THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND CAUSES

OF ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE,

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE

OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK UPON SERVICE OF

PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS YOU COMMENCE

AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS AGREEMENT, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE COUNTY OF NEW YORK.

YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM.

13. LIMITATION OF ACTIONS, CLASS WAIVER AND JURY TRIAL WAIVER. ANY SUIT, OTHER THAN

ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. CUSTOMER AGREES THAT ANY CLAIM IT ASSERTS AGAINST CSA SHALL BE ASSERTED ON AN INDIVIDUAL BASIS ONLY.

CUSTOMER IRREVOCABLY WAIVES ANY RIGHT TO ASSERT ANY CLAIM AGAINST CSA AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OR GROUP. THE PARTIES IRREVOCABLY

WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM UNLESS CUSTOMER

RESIDES IN A STATE IN WHICH A WAIVER OF A RIGHT TO A JURY TRIAL IS UNENFORCEABLE AS A MATTER OF THAT STATE’S PUBLIC POLICY.

14. ENTIRE AGREEMENT; MASTER AGREEMENT AND OVERRIDING CONTRACT TERMS. This Agreement, together with all Riders, Schedules, and Addenda now and hereafter entered into and any related CSA credit application, constitute the entire agreement between the Parties with respect to the furnishing of the Listed Items and the performance of the Services, superseding all previous proposals and agreements, oral or written; and any default by Customer under any part of this Agreement shall constitute a default of the entire Agreement. If the Customer Information Face Page references a master agreement (which may be a separate master agreement entered into between Customer, or an affiliate of Customer, and CSA), or if a Schedule references an overriding contract (an “OC” meaning a group purchasing or cooperative or governmental agreement under which Customer is an eligible participant) or a master agreement between you (or one of your affiliates) and CSA, then the terms of such OC or master agreement shall apply to the extent applicable to the transactions contemplated by this Agreement, and the terms of this Agreement shall apply only to the extent not inconsistent with the terms of such OC or master agreement.

15. CSA DEFAULT. Customer may terminate its use of Products or Services in the event that CSA materially fails to perform its obligations under this Agreement, provided that any such termination shall only apply to the Products or Services subject to the default, and shall only be effective upon not less than thirty (30) days’ prior written notice from Customer to CSA specifying the default, and provided that CSA has not materially cured such default or provided Customer reasonable assurance that such default shall be materially cured, prior to the effective date of termination. For the avoidance of doubt, no such termination shall affect Customer’s obligations with respect to the Lease.

16. REPRESENTATIONS AND AMENDMENTS. NO REPRESENTATION OR STATEMENT NOT CONTAINED ON THE AGREEMENT POSTED ON CSA’S CUSTOMER PORTAL (ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS) AS OF THE DATE OF A SCHEDULE SHALL BE

BINDING UPON CSA AS A WARRANTY OR OTHERWISE, NOR SHALL THIS AGREEMENT BE

MODIFIED OR AMENDED, EXCEPT BY A WRITING SIGNED BY YOU AND AN AUTHORIZED

3.A.6.b
Packet Pg. 265 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
General Terms
Version 1.0, 7-1-20 (Replaces all prior versions) 5
REPRESENTATIVE OF CSA. NOTWITHSTANDING THE FOREGOING, AND EXCEPT AS YOU AND

CSA AND/OR CFS AGREE IN AN EXECUTED ADDENDUM, A PROVISION MAY ALSO BE

AMENDED BY A WRITTEN NOTIFICATION FROM CSA TO YOU AT YOUR EMAIL ADDRESS LISTED

ON THE CUSTOMER INFORMATION FACE PAGE (OR AS YOU SUBSEQUENTLY MODIFY IN

WRITING), SETTING FORTH THE AMENDED PROVISION(S), WHICH SHALL BE DEEMED ACCEPTED BY YOU EFFECTIVE THIRTY (30) DAYS AFTER NOTIFICATION (OR SUCH LATER DATE SPECIFIED IN THE NOTIFICATION), UNLESS YOU ELECT, WITHIN SUCH THIRTY (30) DAY

PERIOD, TO PROVIDE WRITTEN NOTICE THAT YOU OBJECT TO SUCH AMENDMENT, IN WHOLE

OR IN PART, AS APPLICABLE, IN WHICH CASE THE PARTIES SHALL NEGOTIATE ANY SUCH MODIFICATION IN GOOD FAITH.

17. GENERAL TERMS. This Agreement shall be binding on you upon our receipt of your signature on the Customer Information Face Page and, as to each Schedule, on the date we receive your signature thereon. Each Schedule shall be binding on CSA upon delivery of the Listed Item or commencement of performance by CSA under such Schedule. Title to or licensing of (as applicable) any Listed Items shall pass or be granted to you or the Leasing Company only upon full required payment to CSA therefor. All provisions of this Agreement which by their nature can be construed to survive the expiration or termination of the Agreement shall so survive. You acknowledge that neither CSA nor any of its agents or representatives has made any promise, representation, or warranty as to the Listed Items, or anything affecting or relating to this Agreement, except as specifically set forth in this Agreement, and you acknowledge that you have not executed or authorized the execution of this Agreement in reliance upon any such promise, representation, or warranty. You expressly disclaim having relied upon any representation or statement concerning the capability, condition, operation, performance or specifications of the Listed Items, except to the extent set forth in this Agreement. No Lease between you and the Leasing Company with respect to any Listed Items shall be binding on CSA in any respect or affect your rights or CSA’s obligations hereunder. ANY PURCHASE ORDER UTILIZED BY YOU (WHETHER OR

NOT REQUIRED) SHALL BE FOR YOUR ADMINISTRATIVE CONVENIENCE ONLY, AND ANY

TERMS THEREIN WHICH CONFLICT WITH, VARY FROM, OR SUPPLEMENT THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED NULL AND VOID. If a court finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall not be assignable by you without CSA’s prior written consent, and any attempted assignment without such consent shall be void; except that you may assign to your Leasing Company your right to acquire the Listed Items and your warranty rights with respect thereto, but your other rights hereunder are not assignable to the Leasing Company and such assignment shall not relieve you of any of your obligations hereunder (including your obligation to pay for Listed Items). You agree that CSA may accept an electronic image of this Agreement as an original, and that electronic copies of your signature will be treated as an original for all purposes.

18. NOTICES. YOU ACKNOWLEDGE THAT CSA SHALL SEND NOTICES BY REGULAR MAIL TO THE

PHYSICAL ADDRESS, AND/OR BY EMAIL TO THE EMAIL ADDRESS ON THE CUSTOMER INFORMATION FACE PAGE. TO BE EFFECTIVE, ALL NOTICES TO CSA CONCERNING

CANCELLATION, BREACH, DEFAULT, ASSIGNMENT, INDEMNITY, NON-RENEWAL, CHANGE OF

YOUR ADDRESS OR EMAIL ADDRESS FOR NOTICES, OR ANY OTHER DEMAND OR CLAIM

AGAINST CSA MUST BE IN WRITING DETAILING ALL SUCH ISSUES, AND SENT TO CSA VIA COURIER OR CERTIFIED MAIL, TO: 300 COMMERCE SQUARE BLVD., BURLINGTON, NEW JERSEY 08016 ATTN: CUSTOMER SERVICE, OR SENT BY EMAIL TO [email protected]; WITH A COPY OF ANY NOTICE OF DEFAULT, BREACH,

REQUEST FOR INDEMNITY, OR ANY OTHER DEMAND OR CLAIM AGAINST CSA, SENT TO CSA

VIA COURIER OR CERTIFIED MAIL, TO SENIOR VICE PRESIDENT, LEGAL, CANON SOLUTIONS AMERICA, INC., ONE CANON PARK, MELVILLE, NEW YORK, 11747, OR SENT BY EMAIL TO [email protected].

3.A.6.b
Packet Pg. 266 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider A
Version 1.0, 7-1-20 (Replaces all prior versions) 1

RIDER A

CANON OFFICE DEVICES AND CUT SHEET PRODUCTION MAINTENANCE TERMS THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS RIDER

A SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
“Equipment” for purposes of this Rider A shall mean Canon branded office devices (and not Large Format equipment covered under Rider F nor printers covered under Rider E).

1. MAINTENANCE / TERM / CHARGES.
a. If Maintenance for Equipment is indicated on its Order Schedule, it shall mean that CSA 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 Canon brand software) covered under toner inclusive service. For all other newly installed Equipment, the Start Date shall be at the end of the relevant Equipment warranty or 90 days from installation, whichever comes first. The Start Date is stated on the Order Schedule for all previously in place Equipment. b. The initial term of Maintenance is set forth on the Order Schedule, and thereafter shall renew for successive 12 month renewal terms unless either party gives written notice of non-renewal at least 30 days prior to the expiration of the then-current term. The renewal charges shall be reflected on the invoice for the first billing cycle of the renewal period.
c. Unless otherwise set forth in an Order Schedule, 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 applicable Order Schedule (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. d. The meter shall record a quantity of 1 image for each image printed on media sizes up to 13” x 19”, and two images for any larger media. For Long Sheet images, defined as images printed on media longer than 19”, there will be an additional Per Image Charge as set forth on the Order Schedule. If you are making Long Sheet images and there is no such charge on the Order Schedule, CSA will invoice you for such charges at our standard rate and you agree to pay same. For Equipment designated as Corporate Advantage, the meter shall record a quantity of 2 images for any image produced on media longer than 14”. e. If the Order Schedule is for a Fixed Price Plan charges shall not increase during the initial term, and if for a Standard Price Plan charges are subject to an annual increase up to 10% (as determined by CSA in its sole discretion) either (i) on each anniversary of the start date or (ii) once in each calendar year if you have selected the Aggregate Coverage Plan. Notwithstanding the foregoing and for purposes of clarity, with respect to transactions where CFS invoices the Maintenance Base Charge, such annual increase shall be applied only to the Excess Per Image Charge and shall exclude the Maintenance Base Charge. f. If the Fleet or Aggregate plan is indicated in the Equipment Maintenance Information Section on an Order Schedule, the Maintenance Base Charge and the Covered Images listed on the first page of the Order Schedule apply to all of the Equipment on that Order Schedule, unless otherwise indicated. g. If the Listed Items on an Order Schedule are added to an existing Fleet Coverage Plan under a previous Order Schedule or contract between you and CSA, (i) the fleet shall include the equipment listed under the previous Order Schedule 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 Order Schedules or contracts.

3.A.6.b
Packet Pg. 267 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider A
Version 1.0, 7-1-20 (Replaces all prior versions) 2
h. If the Listed Items on an Order Schedule are added to an existing Aggregate Coverage Plan under a previous Order Schedule or contract between you and CSA, the Covered Images shall apply to all of the Equipment on the Order Schedule, unless otherwise indicated, plus the listed items under previous Order Schedule(s) or contract (s), and all other Order Schedules 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.
i. If the Per Unit is indicated in the Equipment Maintenance Information Section on an Order Schedule, the Maintenance Base Charge and the Covered Images listed in each Section of the Order Schedule shall apply on a per unit basis for the Equipment listed in that Section. j. If image dependent service is selected, there shall be no Per Image Charges; however, the then-current term shall terminate at the end of the number of months specified on the Order Schedule or on the date when the images made exceed the maximum covered images specified on the Order Schedule, whichever event occurs sooner.

2. CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance of your Equipment, upon your written request, CSA in its sole discretion will repair or replace the Equipment with a like unit with equivalent capabilities. Prior to replacement, CSA shall have had the opportunity to return the Equipment to good working order in accordance with the terms of this Agreement. If a replacement unit of Equipment is provided, the replaced unit shall be removed from the Lease and the replacement unit shall be deemed a “Listed Item” under the Lease and for the Lease and all other purposes of this Agreement. This policy shall apply for 3 years from the date of installation or for the initial term of any CFS Lease, if longer, provided you are not in default of this Agreement or the Lease and such Maintenance services have not been canceled or terminated

3. HOURS OF OPERATION AND ACCESS TO EQUIPMENT. Maintenance shall be performed during CSA’s local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, excluding CSA holidays). Overtime charges, at CSA’s current rates, will be charged for all Maintenance service calls outside normal business hours. You shall give CSA reasonable and safe access to the Equipment and CSA shall provide labor or routine, remedial and preventive Maintenance as well as remedial parts. CSA may terminate its Maintenance obligations for any Equipment you relocate to a site outside CSA’s service territory.

4. ITEMS NOT COVERED UNDER MAINTENANCE. Any work beyond the scope of this Agreement shall be invoiced in accordance with CSA’s then current labor, parts and supply charges. The following items are NOT covered under Maintenance unless otherwise set forth in an Order Schedule:
(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, or misuse of the Equipment; (c) repairs due to the use of parts, supplies or software which are not supplied by CSA and which cause abnormally frequent service calls or service problems; (d) repairs to fix problems resulting from service performed by personnel other than CSA 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) de-installation, re-installation or relocation of Equipment;

3.A.6.b
Packet Pg. 268 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider A
Version 1.0, 7-1-20 (Replaces all prior versions) 3
(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 CSA’s regular business hours; or (i) repair of network/system connection device, except when listed on face page.

5. EXCESSIVE MAINTENANCE REQUIREMENTS. If, in CSA’s opinion, any Equipment cannot be maintained in good working order through Maintenance, CSA may, at its option, (i) substitute comparable Equipment or (ii) cancel any balance of the term of Maintenance as to such Equipment and refund the unearned portion of any prepaid charges hereunder.

6. PARTS. You disclaim any interest in parts or Equipment replaced or removed by CSA. Such parts and Equipment shall be replaced on an exchange basis and shall become the property of CSA.

7. CONSUMABLE INCLUSIVE (TONER ABUSE). Consumable Supplies: All consumables are the property of CSA until used. Consumables Inclusive Maintenance includes replenishment of toner only (unless other consumables are specified on the Order Schedule and applicable to the unit of Equipment).

Toner is supplied for exclusive use with the unit of Equipment for which it is provided. CSA 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 CSA) for these items by more than 10% of the published manufacturer specifications for conventional office image coverage, or should CSA, in its sole discretion, determine that consumables are being misused in any fashion, CSA may invoice you for such excess usage and you agree to pay for such improper or excess use. Consumable Inclusive Maintenance is predicated upon deployment of CSA’s remote reporting software (see Section 8 b. below installation and use), which includes Auto-Toner Replenishment. CSA may charge you a Supply Freight Fee to cover the cost of shipping consumables to you. You shall bear all risk of loss, theft or damage to unused consumables, which shall remain CSA’s property and shall be returned promptly upon termination of Maintenance for the applicable unit of Equipment.

8. BILLING / METER COLLECTION.
a. You agree to comply with the billing procedures designated by CSA, including timely notifying CSA of the meter readings. If CSA does not receive timely meter readings from you, you agree to pay invoices that reflect CSA’s estimates of meter readings. CSA 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 CSA’s normal procedures and the meter read option selected. b. You agree that CSA shall be entitled to acquire meter readings using CSA’s remote reporting software.

Unless otherwise indicated in an Order Schedule, you authorize CSA to use networked features of the Equipment and the remote reporting software to receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement.
c. You may also use the myCSA website to provide meter readings, in which case you, your employees or agents shall complete CSA’s registration process governing access to and use of such website, and you agree to be bound by, and comply with its Terms of Use. CSA may change your meter read options from time to time upon 60 days’ notice.

9. EMBEDDED SOFTWARE. CSA shall make available to you from time to time upgrades and bug fixes for the software licensed as part of the Equipment (“Embedded Software”), but: (i) only if such upgrades and bug fixes are provided to CSA by the developers of such Embedded Software, (ii) availability of upgrades and bug fixes may be at additional charge, and (iii) installation of such upgrades and bug fixes by CSA if requested by

3.A.6.b
Packet Pg. 269 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider A
Version 1.0, 7-1-20 (Replaces all prior versions) 4
you shall be at additional charge. You are not required to use CSA for installation of any upgrades and bug fixes, but if installation is done by anyone other than CSA, CSA shall have no responsibility for any performance or other issues that may result from such installation. CSA shall also use reasonable efforts to provide Level 1 support for the Embedded Software. Level 1 support consists of (i) providing help-line telephone assistance in operating the Embedded Software and identifying service problems and attempting to troubleshoot any such problems in the Embedded Software; (ii) escalating operating problems to the available developer of the Embedded Software as needed to rectify such problems, including facilitating contact between you and the developer of the Embedded Software as necessary; and (iii) maintaining a log of such problems to assist in tracking the same. Embedded Software as used herein does not include separately-priced application software supplied by CSA to you under Rider C.

10. SOFTWARE AND SOFTWARE SUPPORT CONTRACTS. If you have acquired any Software and/or Software Support Contracts, these listed items shall be governed by the terms and conditions of Rider C.

11. DEFAULT. In addition to the remedies set forth in the General Terms, should you default in your obligations under this Rider A or cancel Maintenance prior to the end of its initial term or any renewal term, you shall pay an early termination fee equal to three (3) times the average monthly billing to date and any excess toner charges. You agree that such charges are reasonable liquidated damages for loss of bargain and not a penalty.

3.A.6.b
Packet Pg. 270 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider B
Version 1.0, 7-1-20 (Replaces all prior versions) 1

RIDER B

TRADE-IN, RETURN, UPGRADE AND BUYOUT TERMS
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS RIDER

B SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.

1. BUY OUT REIMBURSEMENT: If “Buy-Out Reimbursement” is indicated on any Return, Upgrade, Buyout, Relocation Schedule (each a “Return Schedule”) it will be paid directly to the designated party thereon (whether you or the finance or leasing company that owns the Return Equipment or Trade-in Equipment (the “Lessor”) by CSA upon installation and acceptance of the Listed Items set forth on the Order Schedule applicable thereto and payment to CSA (by you or by the Leasing Company) of the purchase price for said Listed Items. The Buy-Out Reimbursement will be paid for the sole purpose of reimbursement of early termination charges or fees and associated expenses payable for (a) early termination of the lease of the Trade-in Equipment or Return Equipment (as identified on a Return Schedule) or for other equipment being replaced by said Listed Items, (b) refinancing the lease of other equipment or (c) preparation of the site for installation of said Listed Items. You are responsible to obtain and/or confirm the Buy-Out Reimbursement amount with your Lessor, and any such amount shall include a delivery period of a minimum of thirty (30) days from the date of the installation and testing of said Listed Items and payment to CSA (by you or by the Leasing Company) of the purchase price for said Listed Items.

You acknowledge and agree that CSA’s financial obligation is limited to the Buy-Out Reimbursement amount on the applicable Return Schedule, and that you are responsible for any other obligations, including any charges which are not covered by the Buy-Out Reimbursement. The above is conditioned upon you making the Trade-In Equipment or Return Equipment available for pickup by CSA on the relevant date specified on the Return Schedule.

2. TRADE-IN EQUIPMENT OR RETURN TO LEASING COMPANY: If Trade-In Equipment or Return to Leasing Company is indicated on a Return Schedule, you hereby authorize CSA to pick up the Trade-in Equipment or Return Equipment listed on the Return Schedule. Upon such pick-up, title to Trade-in Equipment is conveyed to CSA, and (a) you represent that CSA will receive good and marketable title to each unit of Trade-in Equipment, free and clear of any and all liens and leasehold interests, (b) you warrant that the Trade-In Equipment will be delivered to CSA (unless specified on the Return Schedule that it is provided on an “As Is” basis) in good working condition, reasonable wear and tear excepted, and (c) you shall make the Trade-In Equipment available for pickup by CSA on the relevant date specified on the Return Schedule. If you breach or fail to comply with any of the foregoing, CSA may, without limiting its other remedies under applicable law, return the Trade-In Equipment to you (at your expense both for the return and the original pickup) and rescind, or require you to refund to CSA, promptly upon receipt of CSA’s invoice, the Buy-Out Reimbursement, and the full amount of any trade-in credit reflected in the Return Schedule (which amount shall equal the fair market value of such Trade-In Equipment, as determined by CSA). Return Equipment shall be shipped to the Lessor specified on the Return Schedule by CSA’s standard shipping method, and CSA’s sole obligation is to use commercially reasonable efforts to pick-up and remove the Return Equipment, and to arrange on your behalf and at CSA’s expense, for the shipment of the Return Equipment to the Lessor.

3. DELAY OR DAMAGE TO EQUIPMENT IN TRANSIT. You acknowledge that neither CSA nor its shipper inspects functionality prior to transportation of Trade-in Equipment or Return Equipment and therefore makes no representation regarding functionality upon delivery. CSA shall only be responsible for obvious physical damage to the Trade-in Equipment or Return Equipment while being relocated or returned to the leasing company to the extent such damage is caused by CSA or its shipper’s negligence or willful misconduct while in their possession. You agree to pay CSA’s removal charges if, on the date indicated on the Return Schedule, Trade-in Equipment or Return Equipment is unavailable for pickup and removal

3.A.6.b
Packet Pg. 271 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider B
Version 1.0, 7-1-20 (Replaces all prior versions) 2
through no fault of CSA. In the event undisclosed conditions (e.g. incorrect mileage, special rigging requirements, inaccessible location for pick up or delivery, etc.) are encountered, you agree that CSA may invoice you for additional reasonable fees as required to complete the relocation.

4. DATA. You acknowledge that the hard drive(s) on the Trade-in Equipment or Return Equipment, including attached devices, may retain images, content or other data that you may store for purposes of normal operation of the Trade-in Equipment or Return Equipment (“TIR Data”). You acknowledge that CSA is not storing TIR Data on behalf of you and that exposure or access to the TIR Data by CSA, if any, is purely incidental to the services performed by CSA. Neither CSA nor any of their affiliates or contractors have an obligation to return, erase or overwrite TIR Data upon pick up and return of the Trade-in Equipment or Return Equipment to CSA or any Lessor. You are solely responsible for: (i) your compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (ii) all decisions related to erasing or overwriting TIR Data. The terms of this section shall solely govern as to TIR 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 CSA could be construed to apply to TIR Data.

3.A.6.b
Packet Pg. 272 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider C
Version 1.0, 7-1-20 (Replaces all prior versions) 1

RIDER C

SOFTWARE AND SOFTWARE SUBSCRIPTION LICENSING AND SUPPORT THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS RIDER

C SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
“Software” for purposes of this Rider C shall mean application software licensed to you and any revisions for updates related thereto, and shall exclude Embedded Software which is subject to Rider A, and software provided with Large Format equipment which is subject to Rider F. “Software Subscription” shall mean Software which is licensed to you on a subscription basis for a term and may include the provision of basic support and new versions therefore as set forth in its end user license agreement (“EULA”), terms of service (“TOS”), or software maintenance agreement (“SMA”).

1. LICENSING. (a) Title to the Software and Software Subscription shall remain with the licensor or developer; and (b) Software shall be licensed to you subject to its EULA, and Software Subscription subject to its EULA or TOS, which agreements shall solely control as to the matters contained therein. With regard to any “shrink-wrap” or “click-wrap” or “click through” acceptance required for Software, You hereby authorize CSA to accept same on your behalf (e.g., by opening the package or clicking the “I ACCEPT” button), and you agree to comply with the terms of same. Software licenses can be found at http://ess.csa.canon.com/SMA-EULA.html, and any such terms shall solely govern as to matters contained therein.

2. SOFTWARE INSTALLATION AND CONFIGURATION SERVICES. Software installation and configuration services shall be provided pursuant to a statement of work between you and CSA or you and the Software developer or licensor.

3. SOFTWARE SUPPORT / BUG FIXES / UPDATES. Support for Software is provided directly by the respective developers or licensors thereof and is as set forth in each developer’s or licensor’s applicable Software Support Contract and is not provided by CSA under this Agreement. Support for Software may require separate purchase by you of a Software Support Contract, unless included under this Agreement as a Listed Item. The terms of Software Support Contracts for Software are available from the developers or licensor or will be provided to you by CSA upon request. Notwithstanding any provision in the Software Support Contract to the contrary, it shall automatically renew on an annual basis, subject to a price increase after the initial term.

4. SOFTWARE SUBSCRIPTION. You agree to accept and pay either the purchase price or the number of periodic payments for the Software Subscription indicated on the Order Schedule or in any addendum(s) hereto for the corresponding term. The Software Subscription shall automatically renew for additional one (1) year terms (each a “Renewal Term”) unless you provide written notice to CSA cancelling the Software Subscription within 30 days of your receipt of the invoice for the Renewal Term. CSA may increase pricing during each Renewal Term and may cancel Software Subscription during any Renewal Term upon written notice to you, in which case you will be refunded any unearned charges for the balance of the Renewal Term. In the event of your default, CSA may, without limiting its other rights and remedies available under applicable law, require you to pay all payments then due but unpaid, including any applicable late charges, plus an early termination fee equal to the balance of the purchase price or periodic payments for the Software Subscription owed for the term. You agree that such charges are reasonable liquidated damages for loss of bargain and not a penalty. The purchase price for the Software Subscription may be incorporated into your Lease payment. You acknowledge that CSA may assign the periodic payments to a third party, or its assigns, and agree to pay such assignees.

3.A.6.b
Packet Pg. 273 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider C
Version 1.0, 7-1-20 (Replaces all prior versions) 2

5. ADDITIONAL LIMITATION OF WARRANTY FOR SOFTWARE AND SOFTWARE SUBSCRIPTION. CSA MAKES NO WARRANTIES OF DATA ACCURACY, SYSTEM INTEGRATION OR

FITNESS FOR USE AND TAKES ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SOFTWARE OR SOFTWARE SUBSCRIPTION. YOU ACKNOWLEDGE AND

AGREE THAT YOU SHALL LOOK SOLELY TO THE ENTITY LICENSING OR SUPPORTING THE

SOFTWARE OR SOFTWARE SUBSCRIPTION AS TO ANY CLAIM OR CAUSE OF ACTION ARISING

FROM THE SOFTWARE, SOFTWARE SUPPORT CONTRACT, OR THE SOFTWARE SUBSCRIPTION,

AND THAT CSA, UNLESS IT IS SUCH ENTITY, SHALL HAVE NO OBLIGATION OR LIABILITY

THEREFORE, AND YOU WAIVE YOUR RIGHTS TO BRING ANY SUCH CLAIM OR CAUSE OF ACTION AGAINST CSA. YOUR PAYMENTS AND OTHER OBLIGATIONS UNDER THIS AGREEMENT SHALL IN

NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE SOFTWARE

SUPPORT CONTRACT OR SOFTWARE SUBSCRIPTION, OR FAILURE IN ANY WAY OF THE SOFTWARE OR SOFTWARE SUBSCRIPTION.

3.A.6.b
Packet Pg. 274 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider D
Version 1.0, 7-1-20 (Replaces all prior versions) 1

RIDER D

SUBSCRIPTION SUPPORT SERVICES
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS

RIDER D SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.

1. Services. When indicated on an Order Schedule referencing this Rider D, CSA will provide to you Subscription Support Services (“Subscription Support Services”) listed in Section 3 below consisting of a) remote support and b) on-site support for CANON and select third party software and hardware solutions.

Subscription Support Services will be provided by CSA at the applicable Resource Level (as detailed in Section 3 below) based upon your resource selection or description of the scope of work to be performed.

Subscription Support Services will be provided during CSA’s local regular business hours (8:30 A.M - 5:00 P.M. Monday through Friday, excluding CSA holidays). Any work approved by CSA to be scheduled beyond these hours will be billed at a premium rate.

2. Term. The term of Subscription Support Services (the “Subscription Term”) shall continue until the earlier of (a) the units of Subscription Support Services specified on an Order Schedule (“Units”) are consumed or (b) for either the number of months indicated on an Order Schedule beginning on the Order Date, or the end of the term of the applicable CFS Lease.

3. Effective Rates. Subscription Support Service Units are available to you based upon the Resource Level utilized to perform the Subscription Support Services:

Resource Level Units Per Hour Min Hours per Engagement
National Consulting and Support (“NCS”) Engineers 5 10
Production Analyst 4 8
Project Management Specialist 4 4
Software Development Specialist 4 4
Local Systems Analyst 3 1
Local Systems Engineer 3 1
Solutions Support Center Agent 3 1
Product Trainer 2 1*
* Subject to Course minimum requirements if applicable

4. Utilization Procedure. Subscription Support Services will be provided during the Subscription Term when requested by you through the CSA service dispatch center. CSA will determine the appropriate Resource Level(s) to be assigned based on your resource selection or description of the requested Subscription Support Services. CSA reserves the right to reject any request by you if CSA determines that such request is for work beyond the scope of the Subscription Support Services covered by this Agreement or the Resource Levels acquired and available from an Order Schedule. Units unused upon the expiration of the Subscription Term on an Order Schedule are non-refundable. If Subscription Support Service requested by you, or completion of ongoing Subscription Support Services, will require Units in excess of the unused quantity available from the applicable Order Schedule, CSA shall notify you in advance of completing the work and you shall instruct CSA to end work or you shall agree to pay for those additional Units at CSA’s then prevailing rates.

3.A.6.b
Packet Pg. 275 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider D
Version 1.0, 7-1-20 (Replaces all prior versions) 2

5. Performance of Subscription Support Services. Subscription Support Services may be performed by remote access, or by CSA, or its designee at your business locations if located within CSA’s servicing area. If by remote access, you grant CSA permission to access your systems as required to perform the Subscription Support Services. If on-site at your premises, (a) such personnel shall comply with your reasonable security and other such policies of which CSA has been informed by you in writing; and (b) you will provide such personnel with appropriate workspace at no charge. In either event (a) you will provide assistance as may be reasonably required for the performance of the Subscription Support Services; and (b) you acknowledge that the performance by CSA of Subscription Support Services with respect to any non-CANON hardware or software may be dependent on assistance or cooperation from the third–party manufacturer or developer, including your requirement(s) to purchase any necessary software upgrades or licenses to operate the software.

6. Payment.
(a) Unless the “Bill with my Lease Payment” option is selected on the Subscription Support Services Order Schedule, the total purchase price specified on the Order Schedule is payable in full and in advance within no later than 30 days after the date of CSA’s invoice therefore, and CSA shall have no obligation to provide any Subscription Services until such payment has been made. (b) If the “Finance through my Lease” option is selected on the Subscription Support Services Order Schedule, the total purchase price specified on the Subscription Support Services Order Schedule shall be financed by the Leasing Company through the applicable Lease, as provided herein, over the initial term of the applicable lease.

7. Non-Solicitation. Throughout the Term and for one (1) year following the expiration or termination thereof, you agree that you will not, directly or through any third party, solicit, offer employment to, hire, interfere with or endeavor to entice away from CSA any individual who is an employee of CSA and who, at any time during the Term, was involved in providing Subscription Support Services to you hereunder. You further agree, with respect to any former employee of CSA who was involved in providing Subscription Support Services to you hereunder, that you will not, directly or through any third party, solicit, offer employment to or hire such former CSA employee at any time during the one (1) year period after he or she ceases to be an employee of CSA.

8. ADDITIONAL LIMITATION OF WARRANTY AND LIMITATION OF LIABILITY. CSA WARRANTS

THAT IT WILL PERFORM SUBSCRIPTION SUPPORT SERVICES HEREUNDER IN A PROFESSIONAL AND COMPETENT MANNER CONSISTENT WITH THE RESOURCE LEVEL UTILIZED. OTHERWISE,

CSA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SUBSCRIPTION SUPPORT SERVICES. IN NO EVENT SHALL CSA’S LIABILITY TO YOU

HEREUNDER OR IN CONNECTION WITH THE SUBSCRIPTION SUPPORT SERVICES EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO CSA PURSUANT TO THIS RIDER.

3.A.6.b
Packet Pg. 276 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider E
Version 1.0, 7-1-20 (Replaces all prior versions) 1

RIDER E

MANAGED PRINT SERVICES
Management Print Services for printers will be provided under a separate CSA Agreement.

3.A.6.b
Packet Pg. 277 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 1

RIDER F

LARGE FORMAT TERMS
THE GENERAL TERMS ARE INCORPORATED HEREIN BY REFERENCE. THE TERMS OF THIS

RIDER F SHALL CONTROL OVER THE GENERAL TERMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN.
“Equipment” for purposes of this Rider F shall mean, and only apply to Large Format models as identified in the definition of Large Format below.
“Software” for purposes of this Rider F shall mean, and only apply to software provided for use with or by Large Format models as identified in the definition of Large Format below. “Large Format” for the purposes of this Rider F shall mean PlotWave, ColorWave, imagePROGRAF, Arizona, and Colorado Series hardware, software and accessories.

1.0 LARGE FORMAT MAINTENANCE / TERM / CHARGES.
a) Maintenance, identified as “Standard Svc Contract” in the “Service Type” section of an Order Schedule when applicable, shall commence upon installation of the Equipment or, if Maintenance is not requested at the time of initial installation, upon certification by CSA, or, at the conclusion of the warranty period, if any, as noted on an Order Schedule. Maintenance will be provided as is specifically set forth in the applicable Order Schedule. b) The Order Schedule shall identify the initial Maintenance term when elected and customer may not terminate Maintenance during the initial term. Maintenance shall be automatically renewed for successive one (1) year terms at CSA’s then-current charges and under the terms and conditions herein unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. During the initial term, CSA may adjust pricing for Maintenance, or any component thereof, including supplies and other materials, by a maximum of ten percent (10%) per year. Upon renewal and upon 90 days written notice, charges are subject to an annual increase on each anniversary of the start date. c) (i) For the period from the Effective Date to the date that monthly (or quarterly) billing commences for the initial Base Charge Per Unit as set forth on the applicable Order Schedule ("Interim Period"), Customer shall pay CSA an amount equal to the Base Charge Per Unit divided by thirty (30), or if Maintenance Payment frequency is quarterly divided by ninety (90) and multiplied by the number of days in the Interim Period plus Excess Usage Charges (“Excess Usage Charges”). CSA shall invoice the Base Charge Per Unit in advance and shall invoice the Excess Usage Charges and other usage fees (collectively "Maintenance Service Charges”) periodically as indicated in the Order Schedule. If applicable, Customer shall provide meter readings by the last calendar day of each month showing the monthly usage by a CSA approved method. Should such meter readings not be provided in a timely fashion, Excess Usage Charges may be estimated by CSA. IN THE

EVENT CSA DETERMINES AT ITS SOLE DISCRETION THAT CUSTOMER HAS ORDERED

CONSUMABLES BEYOND A REASONABLE REQUIREMENT BASED ON INDUSTRY

ACCEPTED CLICK VOLUME MEASUREMENTS, CSA MAY, IN ITS SOLE DISCRETION, UPON

REASONABLE DEMONSTRATION OF SUCH EXCESS USE BY CUSTOMER, BILL CUSTOMER THE LIST PRICE OF THE EXCESS CONSUMABLES. In addition to Maintenance Service Charges, CSA may assess a fuel surcharge (“Fuel Surcharge”) to offset increases in fuel expenses.

The Equipment may contain software that allows CSA to access the Equipment remotely (“Remote Software”). In such cases, Customer authorizes CSA to use the Remote Software to (a) receive software updates and transmit use and service data accumulated by the Equipment over

3.A.6.b
Packet Pg. 278 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 2
Customer’s network by means of an HTTPS protocol and (b) store and analyze such data solely for CSA’s own purposes related to servicing the Equipment and for product improvement. Customer hereby requests that CSA enable the Remote Software on the Equipment listed in the Order Schedule.
(ii) Unless otherwise set forth in an Order Schedule, Maintenance charges shall start billing and Customer shall start payment upon the completion of installation. Maintenance charges as listed on the applicable Order Schedule are billed at the frequency noted on the Order Schedule. with Base Charge Per Unit (s) billed in advance and Excess Usage Charges billed in arrears. If Equipment is installed on other than the first of the month, then the period from the install date to the end of the month shall be the "Interim Period". Customer shall pay CSA an amount equal to the applicable Base Charge Per Unit divided by thirty (30) days and multiplied by the number of days in this Interim Period. Excess Usage Charges shall also be invoiced according to the meter reading for this Interim Period. If there are other invoicing requirements, this may result in a longer initial term. After the Interim Period, CSA shall invoice you at the frequency noted on the Order Schedule or, if specified, on a rolling 30-day basis for the number of months indicated on the Order Schedule.

For purposes of clarity and by way of example only, if Equipment is installed on December 15th, billing for a full calendar months with Interim Period shall be as follows: 12/15 -12/31, 1/1-1/31, 2/1- 2/28, 3/1-3/31 and so on. Using the same installation date, rolling 30 day invoicing shall be as follows: 12/15-1/14, 1/15-2/14, 2/15 – 3/14, and so on.

1.1 COVERED SERVICE.
a) CSA shall provide Customer: (i) CSA's standard preventive Maintenance services (“PM’s”) in accordance with CSA’s standard policies, which includes labor, testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications (the length and frequency of periods of time required for preventive Maintenance will solely be determined by CSA); and (ii) engineering changes, including safety changes, deemed necessary by CSA; all to be provided during CSA’s standard business hours of Monday through Friday 8:30AM to 5:00PM, unless otherwise set forth in the Order Schedule. PMs without supplies shall be identified as “Service Only” in the Contract Type section when applicable. Service on CSA holidays is available with advance notice to CSA and CSA shall bill Customer at its then current hourly rates for holiday service. PM’s performed on weekends, holidays or between 5PM and 8:00 AM (at Customer’s request) will be billed at CSA’s holiday rates in effect at the time of such service. b) Customer shall: (i) if required by CSA, allow CSA to store reasonable quantities of Maintenance equipment and/or parts on Customer's premises; (ii) provide a secure environment for the Equipment in accordance with manufacturer’s requirements; (iii) report to CSA by the last calendar day of each month, the monthly usage according to the meter reading in footage or images as applicable; and (v) promptly inform CSA of any Equipment malfunctions or operating problems.

CSA shall retain title to such Maintenance equipment and/or parts. Customer shall NOT interfere with the proper operation of the meter.
c) If Customer refuses to permit installation of a safety change or removes one already installed, CSA may discontinue Maintenance for all Equipment until the hazard has been corrected. All defective parts replaced during Maintenance shall become the property of CSA. Parts used for repair may be used or remanufactured.

1.2 NON-COVERED SERVICE.
a) Customer acknowledges that CSA shall not have any obligation related to:

3.A.6.b
Packet Pg. 279 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 3
(i) provision and installation of optional retrofits;
(ii) enhancement of any feature of the Equipment;
(iii) services connected with Equipment relocation;
(iv) installation/removal of accessories, attachments, or other devices; (v) exterior painting or refinishing of Equipment;
(vi) maintenance, installation, or removal of Equipment or devices not provided by CSA; (vii) performance of normal operator functions as described in applicable CSA operator manual(s), including, but not limited to, loading of toner, inks and/or paper; (viii) performance of services necessitated by accident, disaster including effects of water, wind, lightning, terrorism, or negligence;
(ix) performance of services necessitated by the introduction of a computer virus or other bug into the Equipment or Software;
(x) the use of paper or forms not in compliance with CSA’s or the manufacturers specifications; (xi) performance of service necessitated by any modification, alteration or any other change whatsoever of Customer's computer system into which the Equipment is integrated or otherwise connected;
(xii) services connected to 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 CSA's or manufacturer’s operating instructions or within manufacturer’s specifications; (xiii) attachment(s) to the Equipment, including connection of devices not supplied by CSA, which cause the Equipment to malfunction, unless previously authorized in writing by CSA; (xiv) use of improper, or inadequate use of or failure to use, supplies; (xv) Maintenance or repair services performed by Customer or a third party without written authorization from CSA;
(xvi) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by CSA, or; (xvii) data security, hard drive removal.
b) If, in CSA’s sole opinion, Equipment has been rendered unrepairable, then CSA may refuse to render Maintenance under the Agreement and may terminate the Agreement as to such units of Equipment. If repairs or replacements as set forth above are needed due to reasons listed above, CSA’s prices to provide any repair or replacement shall be invoiced in in accordance with CSA’s then current labor, parts, and supply charges. All repairs will be governed by the terms of the Agreement; however, CSA reserves the right to decline to perform such services. c) CSA may withdraw any item of Equipment or Software from Maintenance coverage (i) if such Equipment or Software has been removed from CSA’s servicing area or (ii) if CSA declares end of life for such Equipment or Software, and then only with at least ninety (90) days prior written notice.

Customer may terminate Maintenance in any renewal term upon ninety (90) days prior written notice. Customer shall pay monthly service charges up to the date of termination.

1.3 ORDERING OF SUPPLIES AND OTHER MATERIALS.

Customer orders for supplies, staples, field replaceable units, consumables, expendables or any other materials normally purchased by Customers (a) must include a valid Customer purchase order number; (b) are shipped to Customer FOB destination; and (c) are subject to a twenty percent (20%) restocking fee if accepted for return by CSA pursuant to its Material Return Authorization (MRA) procedure. If Customer requires a carrier other than CSA’s preferred carrier(s), Customer shall provide CSA with the carrier’s name and Customer’s account number so that delivery charges will be incurred directly by Customer. “Expedite/Emergency Orders” are any orders, regardless of the shipping method, that per Customer’s request, must be shipped on the same day as ordered and such Expedite/Emergency Orders are subject

3.A.6.b
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Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 4
to the actual delivery charges. Claims for defective items, item shortages and invoice discrepancies as well as notification of both lost shipments and in transit damage to items (not otherwise accepted by Customer) must be provided to CSA within ten (10) days of the earlier of (i) receipt of the item or (ii) the invoice date (whichever is applicable).

1.4 SOFTWARE SUPPORT; MODIFICATIONS.

CSA will use reasonable efforts to correct reproducible errors in any current, unaltered release of Software caused by a defect or malfunction which prevents Customer from operating the Software in a manner consistent with CSA’s then current published specifications. CSA, in its sole discretion, shall choose the method to correct or replace the Software. These methods may include, but are not limited to, telephone, remote and on-site support.

1.5 SOFTWARE REVISIONS.

CSA will make Software revisions available at no charge for Software deemed by CSA as “current” release versions to Customers covered under an active CSA software Maintenance contract. Software revisions shall be defined as enhancements, modifications, updates, and improvements to the Software that CSA classifies as dot releases, meaning the Software revision code changes only in the fractional portion of the program level (i.e. v1.20 >v1.25> v1.41, etc.) (“Dot Release”). New functionality may be available with Dot Releases and will be offered to Customers at an additional cost. Installation of Dot Releases may, at CSA’s sole discretion, be chargeable at CSA's then current hourly Professional Services rates with minimum charges for service time, including travel and on-site wait time. In addition, the cost of any server hardware modifications/upgrades required to run the Dot Releases are the Customer’s sole responsibility.

1.6 NEW SOFTWARE RELEASES.

CSA will make “new” Software releases available to Customers covered under an active CSA software Maintenance contract at an additional cost. New Software releases are defined as those enhancements, modifications, updates, new functionality and improvements that CSA classifies as a “version release”, meaning the whole number portion of the Software version changes (i.e. v1. xx >v2.xx>v3.xx etc.) (“Version Release”). Installation of Version Releases may, at CSA’s sole discretion, be chargeable at CSA's then current hourly Professional Services rates with minimum charges for service time, including travel and onsite wait time. In addition, the cost of any server hardware modifications/upgrades required to run the Version Release are the Customer’s sole responsibility. CSA will provide support services for (a) the latest Software Version Release (e.g.v5) following the date it is made generally available and (b) for the immediately prior Version Release (e.g. v4) during the twelve (12) month period following the date the latest Software Version Release (v5) is generally available. Software support shall terminate if CSA declares end of life for such Software, and then only with at least ninety (90) days prior written notice.

1.7 ITEMS NOT COVERED UNDER SOFTWARE SUPPORT. Support does not include:
a. administration of servers or database products;
b. support of Software installed on equipment using “beta” or operating systems not supported by CSA; c. resolution of network errors not directly related to Software; d. installation, setup or support of third-party products not supported by CSA or software not acquired from CSA: or
e. updates, upgrades and new releases or versions of third-party products sold with or used in conjunction with CSA Software.

1.8 CUSTOMER SOFTWARE RESPONSIBILITIES.

It is the responsibility of Customer to make and maintain adequate backups of data and configuration of Software. CSA shall not be liable for any losses (of data or productivity or of any other kind) resulting from

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Packet Pg. 281 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 5
rebuilding or reconfiguring Software to the original, factory configuration. Reloading, rebuilding and reconfiguring of server software may, at CSA’s sole discretion, be chargeable at CSA's then published hourly Professional Services rates with minimum charges for service time, including travel and on-site wait time. Purchase and administration of anti-virus software is Customer’s responsibility. Assistance for installing and maintaining anti-virus software is outside the scope of standard support but is available from CSA as a billable service upon request.

1.9 SOFTWARE HELP DESK SUPPORT (not applicable to CSA products under 7x24 service coverage) If Customer purchases “Remote Help Desk Support”, then the following terms are applicable:
a. CSA provides Remote Help Desk Support via telephone, to access CSA Support Specialists for operator questions, installation support, explanation of maintained software features and functionality, network connectivity questions, and other support issues (“Remote Support”). Remote Support is available Monday – Friday 8:30AM to 8:00PM ET, excluding CSA holidays. By purchasing Remote Support, Customer has unlimited access to the help desk. b. CSA will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the CSA 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.

1.10 SOFTWARE LICENSE
a. CSA grants Customer a personal, non-exclusive, non-transferable, limited license to use the Software (in compiled object code form) in the United States solely for its internal use and to use the documentation in support of Customer’s authorized use of the Software for the time period set forth in the Order Schedule or, if no time period is set forth in the Order Schedule, until the Agreement is terminated in accordance with its terms or until Customer ceases using Software with the Equipment.

In addition to the Software, the Equipment identified in the Order Schedule may contain other software that is used in connection with the maintenance of the Equipment (the “Maintenance Software”).

Customer hereby acknowledges and agrees that the Maintenance Software has been installed for the sole purpose of use by a field engineer or technician authorized in writing by CSA to maintain the Equipment. Customer is not granted, whether by license or otherwise, any right to access or use the Maintenance Software for any purpose whatsoever, all rights to which are hereby expressly reserved by CSA. Any access or use of the Maintenance Software or any part thereof by Customer or any other person, including any person who purchases the Equipment from the Customer, is strictly prohibited.

The Software license granted hereunder may not be assigned by Customer without the written consent of CSA and the payment of an additional license fee by the assignee (or subsequent licensee). No such additional license fee shall be due for Software embedded in the Equipment in the form of firmware.
b. Software, including all results, information, ideas, data and products of any services provided by CSA (excluding Customer’s data throughput) shall be the sole property of CSA or its suppliers and shall be regarded by Customer as Confidential Information of CSA. Customer shall not sell, transfer or otherwise make available the Software or documentation to any third party and shall secure and protect them from disclosure and shall take such action as is necessary with its employees (including contractors and temporary help) and other persons permitted access to them to satisfy Customer’s obligations hereunder. Customer may disclose the Software and documentation to its employees (including contractors and temporary help) only to the extent (a) such disclosure is necessary to enable Customer to use the Software within the scope of the license granted herein and (b) any such parties agree that the Software is CSA’s confidential information and agree to protect the Software pursuant to the terms set forth herein. Customer may make one copy of the Software in machine readable form for backup and archival purposes as may be necessary to support Customer’s internal use of the Software with the Equipment on which use is licensed. Customer shall not modify, use other than for

3.A.6.b
Packet Pg. 282 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 6
purposes of the Agreement, reverse engineer, disassemble or decompile any Software in whole or in part. All Software is a “commercial component,” as this term is defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “computer software documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), respectively, and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable and all as amended from time to time.

Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire Software only with those rights set forth in the Agreement.

2.0 EDUCATIONAL SERVICES SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE

REFERENCES EDUCATIONAL SERVICES, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F. a) Educational Services are offered to Customer by CSA in the form of training sessions and are provided during CSA’s standard business hours (Monday through Friday excluding CSA holidays - 8:30 AM to 5:00 PM local time) unless Customer purchases after hour on-site training at additional cost. Training may take place at a CSA central training facility or at Customer’s site as determined by CSA and Customer. Each training session is a one-time event or a one-time visit. Customers are charged separately for each training session. The composition and duration of each training session is determined solely at CSA’s discretion.
b) Standard CSA rates apply. CSA rates are subject to change without notice. Customer is responsible for Customer’s travel and lodging expenses. CSA will bill Customer, and Customer agrees to pay, CSA’s reasonable travel, hotel and other reasonable expenses in connection with Customer on-site training sessions.
c) Training materials for each training session are provided to Customer and/or Customer’s registrants as set forth under CSA’s then current policy. Such training materials are CSA Confidential Information. d) Unless otherwise agreed in writing, Educational Services must be completed within sixty (60) days after the date of installation. In the event Educational Services are not completed within this time period and provided the delay is not due to CSA, Customer’s Educational Services shall automatically terminate with no further obligation on the part of CSA, in which case Customer shall not be entitled to a refund.

Monies paid towards a training session in connection with a specific model of Equipment or Software is not transferrable to any other model of Equipment or software and may not be used by Customer to pay for any other Equipment, Maintenance, Professional Services or training offering. e) Cancellation/Rescheduling. (i) CSA may cancel an on-site training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. If a training session is cancelled by CSA and CSA and Customer do not agree to reschedule such session, upon request of Customer, CSA will refund the purchase price for the cancelled training session. CSA is not responsible for any expenses incurred by Customer or Customer’s registrant in connection with such cancellation. (ii) CSA may reschedule a training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. CSA is not responsible for any expenses incurred by Customer or Customer’s registrant in connection with such rescheduling. (iii) Upon written notice to CSA received no less than five business days prior to the date of a scheduled training session, Customer may cancel such training session and receive a full refund of Customer’s purchase price for such training session; or, Customer may reschedule such training session at a mutually agreeable time

3.A.6.b
Packet Pg. 283 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 7
and place. If CSA and Customer do not agree on dates and location for a rescheduled session, upon request of Customer, CSA will refund the purchase price for the cancelled training session. In the event that CSA has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse CSA for such costs and expenses. (iv) Monies received for a training session, and the cancellation notice of which is received by CSA within five business days of the scheduled date for such training session, are not refundable.

However, CSA may, within its sole discretion, apply such monies to a rescheduled training session. In any event, to the extent CSA has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse CSA for such costs and expenses. (v) CSA is not obligated to refund any monies paid for registrants not attending any scheduled training session.

3.0 EASYPAC II PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE

REFERENCES EASYPAC II, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.
a) DEFINITIONS.
x “Excess Charges” means charges in excess of the SmartClick Allowance. x “Program” means the EasyPac II TDS Black Toner/ PlotWave Black Toner/ ColorWave Toner Pearls Carton Program, identified as “EasyPacII” in the “Contract Type” section on an Order Schedule when applicable.
x “Scheduled Supplies” means: in connection with PlotWave® Equipment, the fixed amount of black toner to which Customer is entitled as set forth in the Agreement(s) and/or an Order Schedule x “Supplies” means: (i) for PlotWave Equipment, Black Toner; (ii) for ColorWave Equipment, TonerPearls® cartons.
x “Supplies Entitlement” means: in connection with the ColorWave Equipment, the amount of TonerPearls cartons to which Customer is entitled as set forth in the Agreement(s) and/or an Order Schedule
x “SmartClick™” means a CSA proprietary measurement derived from (1) the amount of toner used; plus (2) the area of media used, for each application printed on the Equipment. b) SUPPLIES PROGRAM. So long as Customer is not in default, the Program entitles Customer to the fixed amount of genuine Supplies set forth in the applicable Order Schedule, on a scheduled or entitlement basis. When applicable, the Supplies Entitlement included shall be identified in the “Ink or Toner Entitlement” Section of an Order Schedule. Scheduled Supplies for PlotWave models will be shipped directly to the Ship to address set forth in the Order Schedule during the term of such Order Schedule. Supplies for the ColorWave models will be shipped pursuant to Customer’s order and subject to the Supplies Entitlement during the term of the applicable Order Schedule. Supplies may be used solely with the Equipment set forth on the Order Schedule(s). Any additional Supplies that are required beyond the Scheduled Supplies or Supplies Entitlement can be ordered directly from CSA at an additional cost to Customer.
c) SUPPLIES SHIPMENT. For PlotWave Equipment and provided Customer is not in default: Supplies shipments will be automatically shipped and will continue for the full term of the applicable Order Schedule, without Customer’s request or without requiring any documentation or order confirmation from Customer. For PlotWave Equipment, one unit of Supplies is equal to one carton of Black Toner.

Changes to this shipment schedule are valid only upon execution of a new amendment to the applicable Order Schedule. CSA will ship only on the periodic shipment schedule dates. CSA will not accelerate or expedite shipments unless otherwise approved by CSA. For ColorWave Equipment and provided

3.A.6.b
Packet Pg. 284 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 8
Customer is not in default: Supplies will only be shipped once an order has been placed by Customer.

For ColorWave Equipment, one unit of Supplies is equal to one TonerPearls cartons. d) PRICING. For PlotWave Equipment: CSA will ship the Scheduled Supplies for the term of the applicable Order Schedule. Additional amounts of Supplies may be required by Customer for excess print volumes or applications based on Customer’s actual usage. Customer is responsible for ordering and paying for Supplies in excess of the Scheduled Supplies. Should Customer require additional Supplies beyond the Scheduled Supplies, CSA will ship such additional quantities to Customer upon acceptance of Customer’s purchase order for such additional Supplies. Customer will be invoiced separately for such additional orders over Scheduled Supplies and agrees to pay for such additional quantities. CSA reserves the right to refuse shipment of additional Supplies. This Program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included.
e) For Colorwave Equipment – SmartClick Plan: This is a fixed supplies quantity contract. Customer is responsible for ordering Supplies as needed during the term of the applicable Order Schedule. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. The cost to Customer for such additional Supplies is included in the excess SmartClick Charge. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included. The Minimum Periodic Payment and Excess SmartClick Charges may both include a charge for toner. f) TERM. The term of the Program shall be conterminous with that of the applicable Order Schedule. g) MISCELLANEOUS. CSA may refuse shipment of Supplies if Customer is not current on payments or is in default for any other reason. Customer may order Supplies under the Program solely for its own internal use and not for resale. CSA may refuse shipment in the event that it reasonably believes Supplies are not being used for Customer’s internal use. Returns of Supplies are only permitted for Supplies defects. A CSA Return Materials Authorization (RMA) is required prior to any return.

4.0 OPTIMIZE.IT PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES OPTIMIZE.IT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.
a) DEFINITIONS.
“Optimize.IT Program” means the Optimize.IT PlotWave Black Toner/ ColorWave Toner Pearls Carton Program.
“Scheduled Supplies” means: in connection with PlotWave® Equipment, the fixed amount of CSA Black Toner to which Customer is entitled as set forth in the Agreement(s) and/or an applicable Order Schedule.
“Supplies” means: (i) for PlotWave® Equipment, Black Toner and developer; (ii) for ColorWave Equipment, TonerPearls® cartons.

3.A.6.b
Packet Pg. 285 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 9
“Supplies Entitlement” means: in connection with ColorWave Equipment, the amount of TonerPearls Cartons to which Customer is entitled as set forth in the applicable Order Schedule. “Allowance” means: in connection with the PlotWave® / ColorWave Equipment, the square footage included in each Excess Per Image Charge billing period on the applicable Order Schedule. b) OPTIMIZE.IT PROGRAM. So long as Customer is not in default, this Supplies program entitles Customer to the fixed amount of genuine Canon Supplies as set forth in an applicable Order Schedule, on a scheduled or entitlement basis, during the term of the Agreement. When applicable, the Supplies Entitlement included shall be identified in the “Ink or Toner Entitlement” Section of an Order Schedule.

Scheduled Supplies for PlotWave Equipment will be shipped to the ship to address set forth in the Agreement on a scheduled basis during the term of the Agreement. Supplies for ColorWave Equipment will be shipped pursuant to Customer’s order and subject to the Supplies Entitlement during the term of the Agreement. Changes to this Supplies program are valid only upon execution of a new OPTIMIZE.IT Program amendment.
c) SUPPLIES SHIPMENT.
(i) For PlotWave Equipment, and provided Customer is not in default: Supplies shipments will be automatically shipped and will continue for the full term of the Agreement, without Customer’s request or without requiring any documentation or order confirmation from Customer. For PlotWave Equipment, one unit of supplies is equal to one carton of Black Toner. CSA will ship only on the periodic shipment schedule dates. CSA will not accelerate or expedite shipments unless otherwise approved by CSA. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. The cost to Customer for such additional Supplies is included in the Excess Meter Charge. The Minimum Periodic Payment and Excess Usage Charges may both include a charge for toner. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This Supplies program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included. (ii) For ColorWave Equipment – SmartClick Plan: Customer is responsible for ordering Supplies as needed during the term of the Agreement. If additional Supplies over the fixed contract quantity are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. The cost to Customer for such additional Supplies is included in the Excess SmartClick Charge.

The minimum periodic payment and excess SmartClick charges may both include a charge for toner. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This Supplies program does not include media (paper/film/vellum). Prices do not include applicable tax.

Shipping charges to the continental USA are included.
(iii) For ColorWave Equipment – Square Foot Plan: Customer is responsible for ordering Supplies as needed during the term of the Agreement. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. Customer will be invoiced separately for

3.A.6.b
Packet Pg. 286 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 10
such additional orders over the fixed contract quantity and agrees to pay for such additional quantities. If additional Supplies are ordered by Customer, CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon Customer’s consumption and subject to CSA’s approval, which shall not be unreasonably withheld. CSA reserves the right to refuse shipment of additional Supplies. This Supplies program does not include media (paper/film/vellum). Prices do not include applicable tax.

Shipping charges to the continental USA are included.
d) EXCESS CHARGES. CSA shall periodically invoice Excess Usage Charges and other usage fees ("Service Charges”). In the event that the periodic Allowance is not achieved (the actual net usage for the period is less than the Allowance for the period), fifty percent (50%) of the unutilized Allowance will be carried forward to the next periodic Allowance.
e) TERM. The term of the Optimize.IT Program shall be coterminous with the term of the applicable Lease. f) MISCELLANEOUS. Customers will be charged for all shipping and handling charges associated with expedited shipments, emergency shipments, and special delivery of any order(s) for Supplies.

Damaged or short toner or TonerPearls cartons must be noted on the carrier copy of the delivery receipt and reported to Imaging Supplies Customer Service within three (3) business days of delivery in order to obtain credit. Customer is responsible for freight charges associated with returned toner or TonerPearls cartons due to Customer error. Customer must obtain a return Authorization number from Imaging Supplies Customer Service before returning any Supplies. Supplies shipped under the Agreement are for Customer’s use only on equipment and may not be resold, traded or otherwise transferred to any third party without the prior written consent of CSA. CSA reserves the right not to ship product for any reason.

5.0 ARIZONA MODELS SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE

REFERENCES ARIZONA SERIES EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F. a) If Customer has purchased Maintenance and such Maintenance is marked on the Order Schedule, Customer may terminate Maintenance upon ninety (90) days prior written notice to CSA. If Customer provides such notice of its intent to terminate, Customer shall be responsible for Maintenance charges, if any, for the period defined on the Order Schedule until the effective date of termination. b) The following consumable items for the Arizona Series are excluded from Maintenance and the warranty:
(i) Printheads (unless otherwise set forth on the Order Schedule) (ii) Table Vacuum Overlays
(iii) UV Lamps & Lamp Filters
(iv) Ink Filters
(v) Printheads (unless otherwise set forth on the Order Schedule) (vi) Table Vacuum Overlays
(vii) UV Lamps & Lamp Filters
(viii) Ink Filters

6.0 ARIZONA PREMIA CLASS FIELD RECONDITIONED EQUIPMENT SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES ARIZONA PREMIA CLASS FIELD

RECONDITIONED EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS OF THIS RIDER F.

3.A.6.b
Packet Pg. 287 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 11
a) Products shipped hereunder, unless otherwise specifically set forth in the Order Schedule may, in CSA’s sole discretion, be New/Newly Manufactured, Factory Produced New Model, Like New, Remanufactured, Refurbished, Used or Field Reconditioned. “Field Reconditioned” means Equipment previously used by a CSA customer that has been de-installed, bagged, and crated by CSA service technicians and installed at Customer’s site, where the Equipment is tested to ensure full functionality and reliability to specifications by CSA service technicians for print quality. This process involves the installation of new parts and may also include the installation of used parts at CSA’s discretion. Field Reconditioned Equipment may have ink stains, dents, and printhead nozzles that do not function. b) With respect to Field Reconditioned Equipment, the warranty period for printheads shall be for a period of six (6) months from the date of equipment installation. The warranty set forth herein applies only to New/Newly Manufactured, Factory Produced New Models, Remanufactured, Refurbished Equipment or Field Reconditioned and is conditioned upon Customer giving prompt notice to CSA of any discovered defects; with respect to Field Reconditioned Equipment, determination of defective printhead is at the sole discretion of CSA Service Technician.

7.0 COLORADO MODELS SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES

COLORADO SERIES EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
a) The following consumable items for the Colorado are excluded from the warranty and/or maintenance set forth in the Agreement:
(i) Colorado 16xx Knife
(ii) Take Up Spindle
(iii) Unwind Spindle
(iv) Printhead(s)
b) PRINTHEAD INCLUDED CONTRACTS. If the Customer chooses the Printhead Included contract, the replacing of the printheads will be consistent with the current procedures for the replacement of the other parts within the Colorado. A call must be placed by the Customer to CSA’s Customer Service Center and the technician will reach out to the Customer to discuss the issues and determine if there is a critical failure with the suspected head(s). If CSA determined that there is a hard code failure and the machine can no longer calibrate at 430 square feet per hour on CSA’s calibration material due to misdirected of blocked nozzles, the technician will order the print head in advance and will schedule it to arrive the following business day. If the technician has the part in stock, they will schedule a visit based on priority of calls. If CSA determines during the troubleshooting of the printer that the root cause of the printhead failure is a result of Customer actions, it will be the Customer’s responsibility to purchase a printhead. Once the printhead is on site, the Customer can place a service call and the Service Technician will respond and install the replacement printhead. Some but not all examples of customer related failures are head strikes (which include damage caused by media), running expired inks, improper printhead maintenance, and incorrectly calibrating media.

8.0 COLORADO EZ PRINT PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER

SCHEDULE REFERENCES THE COLORADO EZ PRINT PROGRAM, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F. a) Technology Upgrade. For any lease program that is 48 months or longer, Customer will have the option to upgrade to an updated version of Equipment, on any regularly-scheduled Lease Payment date commencing with twelve (12) or less months remaining in the lease contract, subject to sixty (60) days prior written notice to CSA. Customer shall return any and all Equipment to CSA as required to facilitate the Technology Upgrade and will do so in accordance with the terms and conditions of the Agreement.

3.A.6.b
Packet Pg. 288 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Canon Solutions America, Inc.

Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 12
b) Service and Supplies. Equipment Service, ink, and print heads are included in the program at no additional charge. Unused Printheads and Inks are the property of CSA and will be returned at the end of the Agreement.

Supplies do not include Air Filters, Integrated Knife Assembly, Maintenance Trays, Feed Media Shaft and Take-Up Media Shaft.
c) Supplies shall be ordered by Customer when needed, and CSA shall provide such additional Supplies as is reasonably required by Customer, as determined by CSA, based upon the Equipment’s consumption as indicated through the ORS Software and subject to CSA’s approval, which shall not be unreasonably withheld.

Supplies can only be used for the Equipment listed on the Order Schedule, and CSA may refuse shipment in the event that CSA reasonably believes Supplies are not being used solely in the Colorado Equipment set forth on the Order Schedule. This Supplies program does not include media (paper/film/vellum).

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. d) In the event that the periodic Allowance is not achieved (the actual net usage for the period is less than the Allowance for the period), one hundred percent (100%) of the unutilized Allowance will be carried forward to the next periodic Allowance.
e) Replacement of Print Heads during the term of this program shall solely be determined by CSA and, or a CSA authorized service technician.
f) ORS Software Requirement. The Equipment contains ORS software that allows CSA to access the Equipment remotely (“Remote Software”). Customer authorizes CSA 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 CSA’s own purposes related to servicing the Equipment and for product improvement.

9.0 COLORWAVE TONER BUNDLE PROGRAM SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER

SCHEDULE REFERENCES THE COLORWAVE TONER BUNDLE PROGRAM, THE FOLLOWING

ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
a) Definitions
x “ColorWave Program” means the ColorWave® Equipment Toner Pearls Cartridge Supplies Program, which shall be identified as “Toner Bundle” in the Contract Type section of an Order Schedule when applicable.
x “Supplies” means TonerPearls® cartridges.
x “Supplies Entitlement” means the number of units of TonerPearls cartridges to which Customer is entitled as set forth in the Order Schedule.
b) ColorWave Program. So long as Customer is not in default, the ColorWave Program entitles Customer to the fixed amount of genuine Supplies set forth in the Order Schedule on an entitlement basis. When applicable, the Supplies Entitlement included shall be identified in the “Ink or Toner Entitlement” Section of an Order Schedule. Supplies may be used solely with the ColorWave Equipment set forth on the Order Schedule Supplies will be shipped pursuant to Customer’s order and subject to the Supplies Entitlement during the term of the Agreement. Any additional Supplies that are required beyond the Supplies Entitlement can be ordered directly from CSA at additional cost to Customer. c) Pricing. This is a fixed supplies quantity contract. Customer is responsible for ordering Supplies as needed during the term of the Agreement. If additional Supplies are required by Customer for excess print volumes or applications based on Customer’s actual usage, Customer is responsible for ordering such additional Supplies. Should Customer require additional supplies beyond the contracted quantities, CSA will ship such additional quantities to Customer upon acceptance of Customer’s purchase order for such additional Supplies. Customer will be invoiced separately for such additional

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Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 13
orders over the fixed contract quantity and agrees to pay for such additional quantities. CSA reserves the right to refuse shipment of additional Supplies. This program does not include media (paper/film/vellum). Prices do not include applicable tax. Shipping charges to the continental USA are included.
d) Term. The ColorWave Program shall be automatically renewed for successive one (1) year terms at CSA’s then current charges, for a pro rata amount of the Supplies Entitlement based on the Supplies Entitlement for the initial term and under the terms and conditions of the Agreement unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. CSA may also notify Customer ninety (90) days in advance that the Supplies covered under the Agreement will no longer be available for any subsequent renewal terms. Customer may terminate this Program in any renewal term upon ninety (90) days prior written notice. For prepaid agreements, CSA will refund or credit the pro rata price of the remaining term. e) Miscellaneous. CSA may refuse shipment of Supplies if Customer is not current on payments or is in default for any other reason. Customer may order Supplies under the Agreement via Order Schedule and/or amendment solely for its own internal use and not for resale. CSA may refuse shipment in the event that CSA reasonably believes Supplies are not being used for the internal use of the Customer or Customer’s end user or if CSA reasonably believes Supplies are not being used solely with the ColorWave Equipment set forth on the Order Schedule.
f) Returns. Returns of Supplies are only permitted for Supplies defects. A CSA Return Materials Authorization (“RMA”) is required prior to any return.

10.0 PROCUT EQUIPMENT SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE

REFERENCES PROCUT EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.
a. Definitions:
x “Base Machine” means each model of the following: ProCut Table, Conveyor System, Roll-off Unit, Vacuum Generator, Automatic Router Bit Changer (ARC), ICC Camera, Integrated Tool Initialization Tool (ITI) and PC stand.
x “Consumable Parts” means cutting blades, knives, router bits, cutting underlays, scoring wheels and conveyor belts.
x “ProCut Equipment” means the following: Base Machine, the modules and tool inserts set forth herein and Consumable Parts.
x “Preventative Maintenance” means testing, adjusting, cleaning and replacement of components scheduled in accordance with the ProCut Equipment service specifications. x "Service" means the repair and/or replacement of parts that are determined by CSA to contain manufacturing defects in order to keep the ProCut Equipment in good working order per manufacturer’s written specifications provided that repairs can be performed in the field. b) WARRANTY. CSA shall provide the limited warranty set forth in the General Terms for the term of the warranty as set forth below
c) TERM and EXCLUSIONS. The terms set forth in this Section 10.0 (c) shall apply solely to the ProCut Equipment. The warranty period for the Base Machine shall be twenty-four (24) months from the date of installation, and the warranty period for modules and tool inserts (as identified below) set forth in any Order Schedule shall be six (6) months from the date of installation. During the applicable warranty period for the ProCut Equipment, CSA shall provide Service for the ProCut Equipment. CSA shall provide such Service during its normal business hours, at no charge, as determined to be necessary upon inspection by an authorized CSA Service Representative. CSA is not obligated by this warranty to perform repairs or parts replacement for defects or damage resulting in whole or part from (i)

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Master Sales and Services Agreement
Rider F
Version 1.0, 7-1-20 (Replaces all prior versions) 14
alteration, relocation, repairs, or use of parts, software or services not provided by CSA or its authorized representative, (ii) accident, (iii) abuse, willful misconduct, or negligence; (iv) the acts or omissions of Customer. Preventative Maintenance and the replacement of Consumable Parts are not covered by this warranty. Ground freight charges for parts covered by warranty are included. Expedited shipping charges of such warranty parts are excluded and will be invoiced to Customer separately. Service may be provided by CSA or a third party subcontracted by CSA.

The six (6) month warranty period noted above only applies to modules & tool inserts with the following descriptions/purposes:

Routing Modules
Universal Module
Driven Rotary Tool
Oscillating Cutting Tools
Milling Spindles
Creasing Tools
Kiss-Cutting Tool
V-Cut Tool
Universal Drawing Tool with pen
Universal Cutting Tool
d) POST-WARRANTY PROCUT EQUIPMENT SERVICE. Upon expiration of the warranty period set forth herein, Customer may purchase Maintenance from CSA for the Base Machine by signing CSA’s then-current Maintenance Agreement. Post-warranty Service is not available from CSA for the modules and tool inserts set forth above.

11.0 TC4 SCANNER MODEL TERMS SUPPLEMENTAL TERMS. IF CUSTOMER’S ORDER SCHEDULE REFERENCES TC4 SCANNER EQUIPMENT, THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO SAME AND CONTROL OVER THE OTHER TERMS IN THIS RIDER F.

The following consumable items for the TC4 Scanner are excluded from Maintenance and the warranty set forth in the Agreement:

Consumable Item Item Number
Lamp 1060023824
Glass Plate 2954987
Reference Plate 1060010241
Ref Plate Thick Original 1060050272
44” Basic Calibration Sheet 1060021389

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RIDER G

MASTER LEASE TERMS
CFS -1133H (07/20)
CANON FINANCIAL SERVICES, INC.
14904 Collections Center Dr.

Chicago, Illinois 60693
(800) 220-0200
THESE MASTER LEASE TERMS (the “Lease Terms”) apply to any schedule incorporating these Lease Terms by reference whether designated as a “Lease Schedule- Itemized,” a “Lease Schedule - Blended” or otherwise (in any case, a “Lease Schedule”) entered into by and between Canon Financial Services, Inc. (“CFS”) and the customer identified in such Lease Schedule (“Customer) from time to time for the lease or rental, as applicable, to Customer of the Equipment (as defined below) supplied by Canon Solutions America, Inc. (“CSA”) and described in such Lease Schedule. Each Lease Schedule referring to these Lease Terms will constitute a separate agreement for the lease of the equipment described therein and shall incorporate these Lease Terms.

1. AGREEMENT: CFS leases to Customer and Customer leases from CFS all the equipment described in any Lease Schedule signed by Customer and accepted by CFS, together with all replacement parts and substitutions for and additions to such equipment (the “Equipment”), and licenses of software, if applicable, (“Listed Software”) with such Equipment and Listed Software collectively referred to as (the “Listed Items”), upon the Lease Terms.

2. TERM OF SCHEDULE: Each Lease Schedule shall be effective on the date the Equipment is delivered to Customer, provided Customer executes CFS’ form of acceptance (“Acceptance Certificate”) or otherwise accepts the Equipment as specified herein. Any such acceptance is irrevocable. If Customer has not, within ten (10) days after delivery of such Equipment, delivered to CFS written notice of any non-acceptance, specifying the reasons therefor and specifically referencing the relevant Lease Schedule, Customer shall be deemed to have irrevocably accepted such Equipment. The term of each Lease Schedule begins on the date accepted by CFS or any later date that CFS designates, and shall consist of the payment period specified on such Lease Schedule and any renewal periods.

After acceptance of the Equipment covered by any Lease Schedule, Customer shall have no right to revoke such acceptance or cancel such Lease Schedule during the term indicated thereon. The term of any Lease Schedule shall end, unless sooner terminated by CFS, when all amounts required to be paid by Customer under such Lease Schedule have been paid as provided and either (a) Customer has purchased the Equipment in accordance with the terms hereof, or (b) the Equipment has been returned at the end of the scheduled term or renewal term in accordance with the terms thereof. Customer has no right to return the Equipment to CFS prior to the end of the scheduled term of any Lease Schedule for any reason whatsoever, including, without limitation, payment of all amounts due hereunder prior to the end of the scheduled term. As between CFS and Customer only, these Lease Terms shall supersede any Customer purchase order in its entirety, notwithstanding anything to the contrary contained in any such purchase order.

3. PAYMENTS: Customer agrees to pay to CFS, as invoiced, during the term of each Lease Schedule, (a) the lease or rental payments specified on the respective Lease Schedule, and (b) such other amounts permitted thereunder or in these Lease Terms as invoiced by CFS (“Payments”). The amount of each Payment and the End of Term Purchase Option specified on each Lease Schedule (“Purchase Option”) are based on CSA’s best estimate of the cost of the Equipment and any related services and supplies, including any sales and use tax. Customer authorizes CFS to adjust such Payments and Purchase Option prices by up to fifteen percent (15%) if the actual total cost of the Equipment and any related services and supplies, including any sales or use tax, is more or less than originally estimated. If a Lease Schedule indicates a “Standard” Price Plan, CSA has the right to increase both (i) the portion of the Monthly Base Charge related to copy charges and (ii) the Per Image Charge on each anniversary of the Commencement Date in an amount not to exceed fifteen percent (15%) of such charges which were in effect immediately prior to such price increase. Customer agrees to advise CSA of the meter readings for the Equipment upon request. Customer shall remit all Payments hereunder directly to CFS at 14904 Collections Center Drive, Chicago, Illinois 60693, unless otherwise directed by CFS. Customer’s obligation to pay all amounts due under a Lease Schedule or these Lease Terms and all other obligations thereunder and hereunder is absolute and unconditional and is not subject to any abatement, set-off, defense, or counterclaim for any reason whatsoever. If Customer fails to pay any sum to be paid by Customer to CFS under any Lease Schedule on or before the due date, Customer shall pay CFS, upon demand, an amount equal to the greater of ten percent (10%) of each such delayed Payment or twenty-five dollars ($25) for each billing period or portion of a billing period such Payment is delayed, in each case to the extent permitted by applicable law. The amounts specified above shall be paid as liquidated damages and as compensation for CFS’ internal operating expenses incurred in connection with such late payment. In addition, Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies under any Lease Schedule or in enforcing any of the Lease Terms or any Lease Schedule, including without limitation reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. Customer agrees that CFS may in its sole discretion apply, but shall not be obligated to apply, any amount paid in advance to any amount due or to become due hereunder. In no event shall any amount paid in advance earn interest except where required by applicable law.

4. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE EQUIPMENT. CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED OR RENTED “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 CANON SOLUTIONS AMERICA, INC.

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FOR A PARTICULAR PURPOSE. So long as Customer is not in breach or default of any Lease Schedule, 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 AND AGREES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY

LEASE TERM OR ANY LEASE SCHEDULE, OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASE TERMS, ANY LEASE SCHEDULE, OR THE EQUIPMENT, ON BEHALF OF CFS.

5. USE; LOCATION; LIENS; PERSONAL PROPERTY; FINANCING STATEMENTS: 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 shall not move the Equipment from the location specified on the applicable Lease Schedule 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 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 in the respective Lease Schedule), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. Customer’s legal name (as set forth in its constituent documents filed with the appropriate governmental office or agency) 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, chief executive office address or jurisdiction of organization).

6. INDEMNITY: Customer shall indemnify and defend CFS, its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, injuries, claims, damages, losses, judgments or fees (including reasonable attorneys’ fees) caused by the Equipment, including, without limitation, arising from or related to the storage, transmission or destruction of Data. This Section shall survive termination of any and all Lease Schedules.

7. MAINTENANCE: Customer shall keep and maintain the Equipment in good working order and shall, at Customer’s expense, 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 for and 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 Lease Terms. If a Lease Schedule includes payments for service and supplies, CSA is responsible for providing the service and supplies described in the Lease Schedule in accordance with CSA’s terms and conditions, of which Customer acknowledges receipt. Unless otherwise indicated on a Lease Schedule, Customer authorizes CSA to use the imageWARE Remote feature of the Equipment to receive software updates and transmit use and service data accumulated by the Equipment over Customer’s network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment and product improvement. Customer acknowledges that the charges set forth on the Lease Schedule are contingent on the continued use of imageWARE Remote during the term. If Customer at any time disconnects, disables or denies access to this feature, CSA may increase the charges for such items by 5% for any subsequent billing period in which such feature remains non-operational. If CSA does not receive timely meter readings from Customer, Customer shall pay invoices that reflect CSA’s estimates of meter readings. CSA or CFS may verify the accuracy of any meter readings from time to time and invoice Customer for any shortfall in the next invoice. Customer shall use reasonable care in handling and operation of the Equipment. CSA shall have the right to substitute equivalent Equipment at any time during the term of a Lease Schedule in connection with any replacement of the Equipment by CSA. Customer acknowledges that CFS will not be responsible for any service, repairs, or maintenance of the Equipment, whether provided for in the Lease Terms, the applicable Lease Schedule, or in any other agreement between CSA and Customer, and that if Customer has a dispute regarding the Equipment or the maintenance thereof, Customer shall continue to pay all charges due under the applicable Lease Schedule without deducting or withholding any amounts.

8. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND

REGISTRATION FEES, ASSESSMENTS, SALES, USE, PROPERTY 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. Customer acknowledges that where required by law, CFS will file any notices and pay personal property taxes levied on the Equipment. Customer shall reimburse CFS for the expense of such personal property taxes as invoiced by CFS and pay CFS a processing fee not to exceed $50 per year per item of Equipment that is subject to such tax. Customer agrees that CFS has not, and will not, render tax advice to Customer and that the payment of such taxes is an administrative act. For each Lease Schedule commenced incorporating these Lease Terms, Customer shall pay to CFS a documentation fee in the amount of $85.

9. LOSS; DAMAGE; INSURANCE: Customer shall bear the entire risk of loss, theft or damage to the Equipment from any cause whatsoever, effective upon delivery to Customer. No such loss, theft, or damage shall relieve Customer of any obligation under the Lease Terms or any Lease Schedule. In the event of damage to any item of Equipment, Customer shall immediately repair such damage at Customer’s expense. If any Equipment is lost, stolen, or damaged beyond repair, Customer, at the option of CFS, will (a) replace the

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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 Lease Terms), or (b) pay CFS the Remaining Lease Balance. Customer, at its sole cost and expense, shall, during the term hereof obtain and maintain property and liability insurance in form, amount, and with companies satisfactory to CFS. Each policy of 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. 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 on the applicable Lease Schedule.

The “Remaining Lease Balance” shall be the sum of: (i) all Payments then owed and outstanding; (ii) the present value of all remaining Payments; (iii) the Purchase Option price of the Listed Items indicated on the Lease Schedule plus (iv) any applicable taxes, expenses, charges, and fees. For purposes of determining present value under any Lease Schedule, 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 under any such insurance policy. If Customer fails to provide proof of insurance, CFS may, but is not required to obtain insurance covering CFS’ interests, and charge the Customer for the costs of such insurance, and an administrative fee. CFS and any of its affiliates may make a profit on the foregoing.

10. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under all Lease Schedules: (a) Customer defaults in the payment when due of any indebtedness of Customer to CFS, whether or not arising under any Lease Schedule, without notice or demand by CFS; (b) Customer or any guarantor of Customer’s obligations hereunder (“Guarantor”) ceases doing business as a going concern; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors; (d) a petition or proceeding is filed by or against Customer or any Guarantor under any bankruptcy or insolvency law; (e) a receiver, trustee, conservator, or liquidator is appointed for Customer, any Guarantor, or any of their property; (f) any statement, representation or warranty made by Customer or any Guarantor to CFS is incorrect in any material respect; or (g) if Customer or any Guarantor who is a natural person dies.

11. REMEDIES: Upon the happening of any one or more Events of Default, CFS shall have the right to exercise any one or all of the following remedies (which shall be cumulative), simultaneously, or serially, and in any order: (a) require Customer to immediately pay all unpaid Payments under any Lease Schedule (whether or not then due) and other amounts due under any and all Lease Schedules, with CFS retaining title to the Equipment; (b) to terminate any and all Lease Schedules with Customer; (c) with or without notice, demand or legal process, to enter upon the premises wherever the Equipment may be found, to retake possession of any or all of the Equipment, and (i) retain such Equipment and all Payments and other sums paid under all Lease Schedules, or (ii) sell the Equipment and recover from Customer the amount by which the Remaining Lease Balance exceeds the net amount received by CFS from such sale; or (d) to pursue any other remedy permitted at law or in equity. CFS (A) may dispose of the Equipment in its then present condition or following such preparation and processing as CFS deems commercially reasonable; (B) shall have no duty to prepare or process the Equipment prior to sale; (C) may disclaim warranties of title, possession, quiet enjoyment and the like; and (D) may comply with any applicable state or federal law requirements in connection with a disposition of the Equipment and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition of the Equipment. If the Equipment is not available for sale, Customer shall be liable for the Remaining Lease Balance and any other amounts due under the applicable Lease Schedule. No waiver of any of Customer’s obligations, conditions or covenants shall be effective unless contained in a writing signed by CFS. Failure to exercise any remedy that CFS may have shall not constitute a waiver of any obligation with respect to which Customer is in default.

12. ASSIGNMENT: CUSTOMER SHALL NOT ASSIGN OR PLEDGE ANY LEASE SCHEDULE IN WHOLE OR IN PART, NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF CFS. CFS may pledge or transfer any Lease Schedule. Customer agrees that if CFS transfers any Lease Schedule, the assignee will have the same rights and benefits that CFS has now and will not have to perform any of CFS’ obligations which CFS will continue to perform. Customer agrees that the rights of the assignee will not be subject to any claims, defenses, or set-offs that Customer may have against CFS. If Customer is given notice of any such transfer, Customer agrees if so directed therein, to pay directly to the assignee all or any part of the amounts payable hereunder.

13. RENEWAL; RETURN: Except in the case of a Lease Schedule containing a $1.00 Purchase Option, each Lease Schedule automatically renews under the same terms and conditions on a month-to-month basis if Customer fails to give CFS 60 days’ prior written notice of its intent to purchase or return the Equipment before the end of any term. Unless a Lease Schedule automatically renews or Customer purchases the Equipment, Customer shall return the Equipment on the day the Lease Schedule terminates in good operating condition, ordinary wear and tear resulting from proper use excepted, at Customer's sole cost and expense to a location specified by CFS, and shall reimburse CFS for any costs incurred to place the Equipment in good operating condition. CFS may charge Customer a return fee equal to the greater of one Payment or $250 for the processing of returned Equipment.

14. PURCHASE OPTION: .A) END OF TERM PURCHASE OPTION. At the end of any term, Customer shall give CFS 60 days’ irrevocable prior written notice (unless the Purchase Option is $1.00) that it will purchase all the Equipment at the Purchase Option plus any Costs. (B) PRIOR TO MATURITY PURCHASE. Customer may, at any time, upon 60 days’ irrevocable prior written notice, purchase all the Equipment at a price equal to the sum of all remaining Payments plus the Fair Market Value plus Costs. “Fair Market Value” shall be CFS' retail price when Customer purchases the Equipment. Equipment purchases shall be “AS-IS WHERE-IS” without warranty, except for title.

15. 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

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not storing Data on behalf of Customer. Neither CFS nor any of its affiliates has an obligation to erase or overwrite Data upon Customer’s return of the Equipment to CFS. Customer is solely responsible for: (A) its compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (B) all decisions related to erasing or overwriting Data. The Equipment contains various security features that Customer may utilize in this regard. Customer should contact CSA for further information. CSA will work with you to provide information regarding your options and offer services to assist you. Please note that such services may result in additional charges. The terms of this section shall solely govern as to Data, notwithstanding that any provisions of the Lease Terms or any separate confidentiality or data security or other agreement now or hereafter entered into between Customer, CSA and CFS applies, or could be construed to apply to Data.

16. 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 Lease Schedule, in inverse order of maturity, and any excess shall be refunded. If any Lease Schedule is recharacterized 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 the Lease Terms and such Lease Schedule.

17. UCC - ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT EACH LEASE SCHEDULE 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.

18. WAIVER OF OFFSET: The lease created by each Lease Schedule 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 dealer, supplier, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under each Lease Schedule and these Lease Terms 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.

19. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL: EACH LEASE SCHEDULE SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER EACH LEASE SCHEDULE

SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT CFS’ SOLE OPTION, IN THE STATE WHERE THE CUSTOMER OR THE EQUIPMENT IS LOCATED. CUSTOMER, BY ITS EXECUTION AND DELIVERY HEREOF, IRREVOCABLY

WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. CUSTOMER, BY ITS EXECUTION OF ANY LEASE SCHEDULE, AND CFS, BY ITS ACCEPTANCE THEREOF, HEREBY

IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS UNLESS CUSTOMER RESIDES IN A STATE IN WHICH A WAIVER OF A RIGHT TO A JURY TRIAL IS UNENFORCEABLE AS A MATTER OF THAT STATE’S PUBLIC POLICY.

20. MISCELLANEOUS: All notices required or permitted under the Lease Terms or any Lease Schedule shall be sufficient if delivered personally, sent via facsimile or other electronic transmission, or mailed to such party at the address set forth in an applicable Lease Schedule, or at such other address as such party may designate in writing from time to time. Any notice deposited in the mail shall be effective after it has been received. If any affiliate of Customer shall execute any Lease Schedule, all obligations to be performed by Customer and all such Affiliates shall be the joint and several liability of all such parties. Customer’s representations, warranties, and covenants under each Lease Schedule shall survive the delivery and return of the respective Equipment. Any provision of the Lease Terms which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Lease Terms. No such prohibition or unenforceability in any jurisdiction shall invalidate or render unenforceable such provision in any other jurisdiction.

Customer agrees that CFS may insert missing information or correct other information on a Lease Schedule including the Equipment’s description, serial number, and location, and corrections to Customer’s legal name; otherwise, each Lease Schedule (incorporating the Lease Terms by reference) contains the entire arrangement between Customer and CFS with respect to such Lease Schedule and no modifications thereof shall be effective unless in writing and signed by the parties. Customer agrees that CFS may accept a facsimile or other electronic transmission of any Lease Schedule or any Acceptance Certificate as an original, and that facsimile or electronically transmitted copies of Customer’s signature will be treated as an original for all purposes. If the Lease Schedule references an existing master agreement between Customer and CFS (the “Existing Master CFS Lease”) and to the extent applicable to the transactions contemplated by the Lease Schedule, then the terms of the Existing Master CFS Lease shall control over the Lease Terms for so long as the Existing Master CFS Lease remains in effect.

21. APPROVED AFFILIATES AND APPROVED SUBSIDIARIES: From time to time, affiliates and subsidiaries of Customer that meet CFS’ credit underwriting standards then in effect (each, an “Approved Affiliate” or “Approved Subsidiary”) may enter into Lease Schedules hereunder on the same terms and conditions as if each such Approved Affiliate or Approved Subsidiary was the Customer hereunder.

Each of Customer and each Approved Affiliate or Approved Subsidiary shall be jointly and severally liable for the obligations under the Schedule(s) entered into by it pursuant to this Agreement.

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22. FISCAL FUNDING (if applicable): This Section 22 shall only apply if “Fiscal Funding” is designated on the Lease Schedule.

Customer warrants that it has funds available to pay Payments payable pursuant to the Lease Schedule until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of the term of Lease Schedule. The officer of Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to be paid to CFS under the Lease Terms and any Lease Schedule. If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized for the then current appropriation period, return the Equipment to CFS, at Customer's expense and in accordance with each Lease Schedule, and thereupon, Customer shall be released of its obligation to make Payments to CFS due thereafter, provided: (1) the Equipment is returned to CFS as provided for in the Lease Schedule; (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to CFS under the Lease Schedule. In the event Customer returns the Equipment pursuant to the terms of the Lease Schedule, CFS shall retain all sums paid by Customer. Customer's Payment obligations under each Lease Schedule in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state law or home rule charter. Nothing in the Lease Terms shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for each Lease Schedule and the Equipment.

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Packet Pg. 296 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) CFS-1220 (08/16)
Canon Solutions America, Inc. (“CSA”)
One Canon Park, Melville, NY 11747
(800) 613-2228

GOVERNMENTAL ENTITY
Complete Legal Name: ____________________________________________________________________(“Customer”) THIS MUNICIPAL FISCAL FUNDING ADDENDUM (“ADDENDUM”) WILL BE OF NO FORCE OR EFFECT IF THE

CUSTOMER IS NOT A STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE MEANING OF SECTION 103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

Customer warrants that it has funds available to pay Payments payable pursuant to the Unified Lease Agreement (the “Agreement”) between Customer and CSA until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of this Agreement. The officer of Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to be paid to the Lessor under this Agreement. If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid to the Lessor for the Equipment, Customer may, upon prior written notice to CSA and the Lessor, effective upon the exhaustion of the funding authorized for the then current appropriation period, return the Equipment to the Lessor, at Customer's expense and in accordance with this Agreement, and thereupon, Customer shall be released of its obligation to make Payments to the Lessor due thereafter, provided: (1) the Equipment is returned to the Lessor as provided for in the Agreement; (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to the Lessor under this Agreement. In the event Customer returns the Equipment pursuant to the terms of this Agreement, the Lessor shall retain all sums paid by Customer. Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state law or home rule charter. Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for this Agreement and the Equipment.

The undersigned represents and warrants to CSA and the Lessor that all action required to authorize the execution and delivery of this Addendum on behalf of the above referenced Customer by the following signatory has been duly taken and remains in full force and effect. Customer agrees that CSA and the Lessor may accept a facsimile or other electronic transmission of this Addendum as an original, and that facsimile or electronically transmitted copies of Customer’s signature will be treated as an original for all purposes.

ACCEPTED
Canon Solutions America, Inc. Customer
By: _____________________________________ By: _____________________________________ Title: _____________________________________ Name: _____________________________________ Date: _____________________________________ Title: _____________________________________

MUNICIPAL FISCAL FUNDING ADDENDUM
Unified Lease Agreement # ______________________
CFS’ Application Number: _______________________
CFS’ Agreement Number: _______________________
Agreement Date: _______________________

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CONSUMER DISCLOSURE
From time to time, Canon Solutions America, Inc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures

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How to contact Canon Solutions America, Inc.:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Canon Solutions America, Inc. of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address.

We do not require any other information from you to change your email address..

In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.

To request paper copies from Canon Solutions America, Inc.

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Canon Solutions America, Inc.

To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
Operating Systems: Windows® 2000, Windows® XP, Windows
Vista®; Mac OS® X
Browsers: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0
or above (Windows and Mac); Safari™ 3.0 or
above (Mac only)
PDF Reader: Acrobat® or similar software may be required to view and print PDF files
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: Allow per session cookies
** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.

Acknowledging your access and consent to receive materials electronically

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Canon Solutions America, Inc.

Table of Contents
OMNIA Partners Exhibits
Exhibit A – Response for National Cooperative Contract
OMNIA Partners Exhibits – Exhibit A Response for National Cooperative Contract ........... Section 1 Canon Solutions America, Inc.’s Dun & Bradstreet Report..................................................... Section 2 Current Distribution Model.......................................................................................................... Section 3 Commitment to the Government and Education Sectors........................................................ Section 4

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OMNIA PARTNERS
EXHIBITS – EXHIBIT A

RESPONSE FOR

NATIONAL

COOPERATIVE

CONTRACT

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OMNIA Partners Exhibits – Exhibit A Response for National Cooperative Contract

1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.

Acknowledged.

1.1 Requirement
The University of California (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Print Goods and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.

This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.

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These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.

Acknowledged.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.

OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, Operations & Support.

The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:

A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams

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E. Training sessions for Supplier teams
The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $50 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

Acknowledged.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners option, be the basis of award on a national level through OMNIA Partners.

If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public

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Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g. governing law) are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and OMNIA Partners shall agree without being in conflict with the Master Agreement. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

All purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable administrative fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.

Acknowledged.

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

Acknowledged.

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2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

Acknowledged.

2.1 Corporate Commitment
Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

While Supplier will utilize OMNIA as its primary go to market strategy, in no event shall Supplier be liable for any fees to OMNIA in the event that a Supplier bid is awarded a contract with an entity not utilizing OMNIA pricing or the Master Agreement, nor shall such bid or award constitute a breach of this Agreement. “Go To Market Strategy” is limited to local governmental agencies and any extension of this strategy requires further discussion.

2.2 Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

Canon CSA is unable to make this representation due to the specific requirements that exist in this proposal.

We welcome further discussion to clarify any concerns and/or issues.

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2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

Acknowledged.

3.0 SUPPLIER RESPONSE
Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

Acknowledged.

3.1 Company
A. Brief history and description of Supplier.

Canon Solutions America, Inc. (“CSA”) is a wholly owned subsidiary of Canon U.S.A., Inc., a privatelyowned subsidiary of Canon Inc., operating within the United States and part of the region called Canon Americas. CSA provides industry leading enterprise, production, and large format printing solutions, supported by exceptional professional service offerings. CSA helps companies of all sizes improve sustainability, increase efficiency, and control costs through high volume, continuous feed, digital and traditional printing, and document management solutions. Additionally, our Five Pillar Security strategy can help contribute to an organization’s security posture with a comprehensive and in-depth approach to security.

CSA, a New York corporation, was incorporated in 1971. With nearly 50 years in the document management industry, CSA is staffed with highly skilled professionals to service and support the leading brand in the industry, Canon. With over 70 offices in most major metropolitan areas throughout the U.S., CSA continues to grow, providing sales, service, and support of Canon’s document management technology. CSA continues to expand into cities where companies may benefit from working directly with a Canon U.S.A., Inc. sales subsidiary.

Canon Inc. is a $33.06 billion company that pursues global diversification with regional operations in the United States, Japan, Europe, Asia, Oceania, Middle East, and Africa. In our global structure, each region handles comprehensive sales and marketing duties. Throughout the group there are 195,056 employees and 376 research, sales, and manufacturing subsidiaries.

The high priority Canon places on its Global R&D effort is evident in its devotion of more than $2.8 billion in 2018. Canon’s efforts in this area include a more regional focus in order to develop technologies that meet the specific demands encountered in the Americas, Europe, and Asia. Based upon the number of

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registered U.S. patents filed by Canon, you can easily conclude that we have spent our Research & Development dollars effectively. In 2019, Canon Inc. ranked third overall in patents registered in the U.S. with a total of 3,548 patents.

In addition, national customers enjoy consistent best-in-class support for all their locations nationwide. A staff of product and software application experts is directly accessible to assist our customers with the continual task of streamlining workflow processes through innovative technology. We can help our customers to protect their workplace by expanding cybersecurity awareness for employees through our computer-based phishing simulation training solution. Furthermore, our cybersecurity partner professionals can offer consultation services for improving security frameworks, privacy regulation compliance, incident response, and virtual Chief Information Security Officer (CISO) subscription services.

As a testament to Canon’s leading market position and innovative technology, Canon’s office imaging products have won several prestigious Buyers Laboratory awards. BLI is the imaging industry's leading independent authority and provider of competitive intelligence, testing, and reviews on multifunction, copier, printer, scanner, and software solutions and products. In addition to BLI, Canon products are reviewed by several other esteemed independent organizations. When choosing Canon, you can be assured that you’re partnering with a company that delivers outstanding technologies across a range of markets.

Given all the areas of support employed by CSA, it’s easy to see why we position ourselves as a total secure information management solutions provider. Our diversified portfolio of solutions touches upon every point of the document lifecycle within an organization’s workflow.

Brief History
1970-1980: What would become Canon Business Solutions began as four independently operating organizations marketing the Canon brand of office and production equipment in New York, Philadelphia, Chicago and Los Angeles.
1980-1999: Canon continued to set new industry standards for black-and-white, color and fax technology.

By the end of the 1990s, all four independent sales companies had been purchased by Canon U.S.A. and comprised the foundation of the Canon subsidiary sales and service network. 2000-2010: Under the direction of Canon U.S.A., the four foundational offices changed their marketing to come under the banner Canon Business Solutions as a means to differentiate and showcase their offerings in the Canon family. Coinciding with the name change was a national expansion to many of the top metropolitan regions within the United States.

In 2003, the New York and Philadelphia subsidiary companies merged to combine their strengths and grow throughout the East Coast, while the Chicago office would serve as the foundation for the new Central region and Los Angeles the same for the new Western region.

By 2008, the three regions officially merged to form Canon Business Solutions, Inc., a wholly-owned subsidiary of Canon U.S.A., Inc. The combined strength and shared vision of the Canon Business Solutions company would better position Canon to meet the growing demands of customers locally, regionally and nationally with a streamlined organization of enhanced systems and processes to benefit all customers.

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Canon Business Solutions opened more than 50 offices across the U.S., dedicated to the business customer and designed around a mindset of superior sales and service solutions. 2011-Present: In 2010, a Canon U.S.A. subsidiary acquired assets of North Carolina-based Tereck Office Solutions, Inc. as a means to continue to grow Canon Business Solutions offerings specifically in North and South Carolina and the surrounding areas. The subsidiary, Canon Business Solutions-Tereck, merged into Canon Business Solutions in 2011.

In 2008, assets of San Francisco-based Newcal Industries were acquired by a Canon U.S.A. subsidiary to grow the Western footprint of Canon Business Solutions, continuing Canon’s vision to be the leading document and imaging sales and services organization in the United States. The subsidiary, Canon Business Solutions-Newcal was merged into Canon Business Solutions in 2012.

On January 1, 2013, Canon U.S.A. merged Océ North America into Canon Business Solutions to form one of the largest document and imaging business-to-business sales and service organizations in the world. The merged organization was renamed CSA.

B. Total number and location of sales persons employed by Supplier.

There are 806 sales persons located in over 70 offices throughout the Unites States employed by CSA.

C. Number and location of support centers (if applicable) and location of corporate office.

Our Solutions Support Help Desk, based in the below three locations, supports all our customers in the United States:
• 3000 Commerce Square Blvd., Burlington, NJ 08016 (MFD Solutions Support) • 1800 Bruning Dr. West, Itasca, IL 60143 (Large Format Solutions Support) • 5600 Broken Sound Blvd., Boca Raton, FL 33487 (Production Print Solutions Support) CSA is headquartered at One Canon Park, Melville, NY 11747.

D. Annual sales for the three previous fiscal years.

CSA is the wholly owned subsidiary of Canon U.S.A., Inc. which in turn is the wholly owned subsidiary of Canon Inc., one of the world's most financially stable companies, with revenues of $33.06 billion in 2019.

CSA is not a publicly held company and its financial information is consolidated with the finances of its ultimate parent company, Canon Inc. and provided as stated below.

For a view of Canon’s financial results/annual reports, please use the following website links below:

Financial Results/Statements:
https://global.canon/en/ir/library/results.html
Annual Reports:
https://global.canon/en/ir/library/annual.html
E. Submit FEIN and Dunn & Bradstreet report.

CSA’s FEIN is 13-2677004.

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For a copy of CSA’s Dun & Bradstreet Report, please see Section 2 this response.

F. Describe any green or environmental initiatives or policies.

CSA adheres to the spirit of our parent company’s corporate philosophy of kyosei—all people, regardless of race, religion, or culture, harmoniously living and working together into the future. Canon takes an approach to business that is socially responsible and economically logical. Canon seeks to be a truly excellent global corporation. For our customers, we offer the best products possible. Simultaneously, we strive to improve our relationships with local communities and to increase our respect for the environment as we contribute to the prosperity of the world and the happiness of its people.

Our company's commitment and contribution to the environment and to the world community are an integral part of Canon's management structure, product design, manufacturing, and corporate culture.

This commitment has inspired many special corporate programs at both the global and regional level.

Canon Group Environmental Charter
Canon considers environmental assurance activities to be of paramount importance in helping to address issues of global sustainability, particularly those of climate change and limited resources. In order to support such activities, Canon Inc. instituted the Canon Group Environmental Charter, which establishes overarching environmental commitments for the Canon Group. The Environmental Charter was implemented in the Canon Americas region as the Canon Americas Environmental Charter (the “Charter”). The goals of the Charter are to maximize resource efficiency from the dual approaches of environmental assurance and economic activities, consider product lifecycles, and clearly set forth environmental assurance activities for Canon Americas companies, of which CSA is one, to help meet these goals.
• Corporate Philosophy: Kyosei – Achieve corporate growth and development while contributing to the prosperity of the world and the happiness of humankind. • Environmental Assurance Philosophy – Pursue maximization of resource efficiency and contribute to the creation of a society that practices sustainable development. • Fundamental Policies for Environmental Assurance – Seek to harmonize environmental, economic, and social interests in all business activities, products, and services; offer products with lower environmental burden through innovative improvements in resource efficiency; and eliminate anti-social activities that threaten the health and safety of mankind and the environment.

Toner Cartridge Recycling
Canon explores methods to minimize the environmental burden of its products throughout their life-cycle and promote research and development, which contribute to environmental assurance. In 1990, Canon became the first company to collect and recycle used copier toner cartridges. With the cooperation of our customers, Canon has collected more than 378,000 tons around the world.

The goal of the Toner Cartridge Recycling Program is to achieve zero landfill waste by reusing parts, recycling materials, and employing energy recovery. Because these cartridges have components that can be re-used, the environmental benefits positively offset the negative effects of shipping to our recycling facility and then on to our manufacturing sites. Returned cartridges are sorted and put through the recycling and energy recovery process, producing plastics, metals, and reconditioned parts that can be used in the manufacture of new cartridges and other products.

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The Canon Cartridge Return program is easily accessible at https://ereturn.usa.canon.com/. Here, using the machine’s serial number, customers can print a UPS label for the return of cartridges or request a multiple-cartridge return box and it will be mailed.

Toner Container Recycling
To contribute to the goal of zero landfill waste, Canon is introducing a collection and recycling program for Canon plastic toner containers. Unlike Canon’s all-in-one cartridges, these toner containers are made mainly of plastic material making local recycling and local energy recovery possible. Canon toner particles and plastic toner containers contain no hazardous materials and are therefore acceptable at local recycling and local energy recovery facilities.

To support local recycling and energy recovery, Canon has engraved a plastic resin code on each container. Canon toner particles and plastic toner containers are safe for local recycling and local energy recovery facilities.

In the case that Canon plastic toner containers cannot be recycled locally or sent to a local energy recovery facility, Canon asks that customers ship them to: Canon Toner Container Collection Center, 5980 Industrial Drive, Gloucester, VA 23061 at their own expense. Once received by our facility, Canon assumes the responsibility and cost for recycling to keep Canon toner containers from going into landfills.

For more information, please visit:
https://www.usa.canon.com/internet/portal/us/home/about/environment-sustainability-initiatives/tonercartridge-return-program ENERGY STAR® Partnership
To help you save energy and money, while making a difference for the environment, Canon has partnered voluntarily with the EPA for more than 20 years to design products that meet the high standards of its ENERGY STAR® Program. This program promotes the development and introduction of energy-efficient products to combat climate change and other environmental issues.

As an ENERGY STAR® partner, Canon has approximately 200 certified products that incorporate advanced energy-efficient technologies, without compromising features or performance, such as energy saver mode, automatic duplex settings, and low sleep mode power consumption. ENERGY STAR® certified imaging equipment, printers, scanners, and all-in-one devices reduce the amount of fossil fuels burned to produce electricity, and cause fewer greenhouse gas emissions that harm the environment and contribute to global climate change. To learn more about Canon's ENERGY STAR® certified products, please visit ENERGYSTAR.gov.

Awards/Recognition
Canon has received multiple ENERGY STAR® Awards for protecting the environment through manufacturing energy-efficient products. Canon U.S.A., Inc. is a proud recipient of the United States Environmental Protection Agency’s 2020 ENERGY STAR® Partner of the Year – Sustained Excellence Award. This marks the 5th consecutive year that Canon has earned an ENERGY STAR Partner of the Year Award, and the 3rd consecutive year that Canon has been honored for Sustained Excellence (2018, 2019, 2020) by the U.S. EPA. Canon U.S.A. has previously been recognized as Partner of the Year - Product Brand Owner Awards (2010, 2016, 2017, 2018, 2019) and received Excellence Awards for ENERGY STAR Promotion (2011) and Product Labeling (1996, 1997, 2001, 2002, 2003, 2005 and 2008).

CSA is proud to support the ENERGY STAR® program by offering a wide range of imaging products designed to support our customers’ environmental and sustainability initiatives.

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EPEAT
Canon offers products that are registered in accordance with EPEAT for Imaging Equipment. EPEAT is a voluntary environmental rating program developed using a grant from the U.S. EPA and managed by the Green Electronics Council. This sustainability tool provides third-party verification of the environmental attributes of imaging equipment. EPEAT considers—among other things—absence of toxic substances, use of recycled and recyclable materials, design for recycling, product longevity, energy efficiency, corporate performance, and packaging. With EPEAT, customers are able to easily identify and select environmentally preferable products. Products are rated bronze, silver, or gold depending on the number of optional points claimed. To learn more about EPEAT and to find out which Canon products are registered, please visit https://www.usa.canon.com/epeat.

LEED® Certification
Canon U.S.A. is proud to have earned LEED® certification for three buildings: the Canon Americas Headquarters in Melville, N.Y. (which is also the headquarters for CSA), Canon's Distribution Center in Norcross, GA., and the Canon Experience Center in Costa Mesa, CA. The U.S. Green Building Council's LEED® green building program is the preeminent program for the design, construction, maintenance, and operations of high-performance green buildings including sustainable site development, water and energy efficiency, materials selection, and indoor environmental quality. Our company’s commitment and contribution to the environment are an integral part of Canon’s management structure, product design, manufacturing, and corporate culture. To learn more about LEED® certification, please visit https://www.usa.canon.com/internet/portal/us/home/about/environment-sustainability-initiatives/leedcertification.

ISO 14001 Certification
The Canon Americas Headquarters and more than 700 other Canon sites worldwide are certified to the ISO 14001 standard. The ISO 14001 standard is an internationally accepted specification for environmental management systems created by the International Organization for Standardization to help organizations minimize how their operations affect the environment and comply with related laws, regulations, and requirements.

This internationally recognized standard provides organizations with a framework for developing effective Environmental Management Systems (EMS). With its EMS, Canon U.S.A. can analyze environmental aspects associated with the company's operating activities, products, and services, in order to establish objectives and targets that reduce their negative environmental impacts. Once developed, all Canon Americas sites with a certified EMS are audited by a third party to guarantee continual conformance to the standard. Canon’s EMS helps monitor and improve upon a number of areas that touch on the environment, such as energy efficiency, resource conservation, waste management, chemical control, and toner cartridge recycling. As a result, the EMS is fully incorporated into business operations.

G. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program.

At Canon, we believe that employees from different backgrounds bring different perspectives. That’s why we constantly strive to improve our diversity and inclusiveness at all levels for demographic groups including, but not limited to, women, veterans and people with disabilities.

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Veterans
At Canon, we do more than respect your service. We value it. We know the teamwork, leadership and real-world training that can be gained from a career in the armed forces.

That’s why we’re committed to all that have made sacrifices, including veterans, reserve personnel, and military spouses. Working side-by-side with the integrity and strong work ethic you bring helps to make us all stronger. Your military experience together with our Canon values is a great match.

Women
Strong women = stronger company. Here at Canon, we acknowledge the strength of women as leaders in their families, communities and in the workplace. To support the growth of our women employees in all the facets of their lives, we have sponsored the formation of a Business Resource Group (BRG). Our BRG, Women in Leadership Levels (WiLL) was formed with women employees in mind. Established in 2013, the WiLL steering committee includes senior representation from Canon U.S.A.’s business divisions and subsidiaries/affiliates whose interests align with engaging, enabling, and empowering women in their professional and personal development.

Individuals with Disabilities
Canon is devoted to engaging those with disabilities both within the company and amongst our customers. Our commitment is evident in our suite of products made to enable individuals with disabilities to use our products. We have an array of products that ease the lives of our customers, including voiceactivated devices for the visually impaired, flexibility position controls for those with limited mobility, and much more.

Our commitment to enable doesn’t end with our product offerings. We know that our best innovations and products come from our varied and diverse work population, based on their varied and diverse perspectives. Our team members that are differently abled play a part in many of the complex day-to-day operations of our business and help us grow.

Diversity Supplier Program
Our supplier base includes Veteran-Owned Small Business Concerns, Service-Disabled Veteran-Owned Small Business Concerns, HUBZone, Small Disadvantaged Business Concerns, Small Women-Owned Business Concerns, and Small Business Concerns. Canon tracks and reports Supplier Diversity spend to the General Service Administration annually to comply with the F.A.R. Canon makes a good faith effort to utilize Diverse Suppliers when procuring goods and services. There is no pricing change when using the diversity program.

H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc.

CSA is not currently certified as a small business as defined by applicable statuses.

CSA strives to utilize M/WBE vendors for our business. Our business processes and model provides limited opportunity to utilize third party (M/WBE) vendors, however, as a company, we continue to identify and contract with M/WBE vendors when possible.

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As a wholly owned subsidiary of Canon U.S.A., Inc., which is headquartered in Melville, New York, we are part of our parent company’s complete corporate subcontracting plan. Canon U.S.A., Inc. participates when applicable, in subcontracting with certified suppliers.

Canon U.S.A.’s subcontracting plan consists of small businesses, disadvantaged businesses, WomenOwned businesses, HUB zone small businesses and veteran-owned small business concerns. Each year, Canon U.S.A. completes a corporate Subcontracting Plan for the current year and submits it to the Federal Government for approval. All Canon U.S.A. plans have been in compliance with all requirements of the U.S. Federal Government. This represents a major initiative to expand the Supplier Diversity Program within the Canon organizations.

I. Describe how supplier differentiates itself from its competitors.

CSA is a Canon U.S.A., Inc. company providing integrated systems technology that comprises one of the strongest solutions portfolios in the document management industry. Our unique and successful heritage is built upon an ability to offer unprecedented levels of service and support.

As a leader in the office equipment industry, CSA can show you levels of productivity and performance that once seemed unattainable. Whether it’s through our world-renowned networked office systems, graphic systems, copiers, printers, scanners, or fax machines, we provide the technology and the support you need to move into the future.

CSA stands apart from the competition for a number of reasons:
• Single Source Solution Provider – Our hardware, software, and third-party enablers combine for one of the most diverse portfolios in the industry. With a sales and service footprint incorporating enterprise, large format, production, and vertical industry solutions, along with the expert knowledge of our people and a culture of providing excellent support and service nationally, we are uniquely positioned to meet the growing demands of today’s world. • Canon U.S.A. Company – We are a Canon U.S.A. sales and service subsidiary, able to provide National Account Management, equipment service, and preventative maintenance in support of Canon’s state-of-the-art copying, printing, and scanning technologies. As a sales and service subsidiary of Canon U.S.A., our solutions are supported by a service organization whose breakfix capability continues to achieve better than industry results against key performance indicators.

Our comprehensive support structure allows our customers to enjoy a blanket of technical service coverage that ensures ongoing satisfaction of their devices. Beyond our technical professionals in the field, there is a web of Canon-authorized service professionals who provide best-in-class technical support to our growing base of customers.
• Onsite Consultation – Our onsite consultation and ongoing analysis of your paper and digital data flow and document requirements enables us to recommend the solutions that are best adapted to meet your needs as they change. Our goal is to capture your vision and deliver solutions that drive results. We offer strategies designed to provide the highest quality service and the best technology available while maintaining a privacy-aware and secure environment, all in a cost-effective package.
• Best-in-Class Technology – Canon technology draws upon a large area of expertise as it is the most diversified of all the manufacturers in the industry. Known for technological innovation,

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Canon is consistently at the top of the list for Research and Development investments and patent awards compared to its competitors. Canon is able to consistently break new ground and bring to the market productivity enhancing technologies year after year. Canon also receives numerous awards and recognition from top industry analysts and holds leadership positions in key segments of the office imaging market. When choosing Canon, you can be assured that you are partnering with a company that delivers leading technologies across a range of markets to help ensure your success for today and tomorrow.
• Customized Industry Solutions – Canon and its partners offer industry-leading solutions designed to meet a wide range of challenges. To help maximize the potential of our customer’s investments in office technology, Canon offers Professional Services: a team of engineers, project managers, and solutions consultants who can help your organization implement and integrate the right technology to meet your operational goals. Canon brings together advisors who can examine your current situation, offer recommendations, and implement plans to help secure and optimize your paper and digital document processes. • Diverse Range of Input to Output Technology – Devices will continue to converge and information will be managed in entirely new ways on entirely new platforms from now and into the future. Canon is a technology leader and is well positioned in the document management industry. Canon’s robust portfolio and levels of support we provide our customers lends to being a more compelling offering in comparison to other providers in the industry. Our technology is widely accepted as an easier-to-use device with better copy quality and reliability, which has helped Canon Inc. lead the industry.
• National Technology Solutions Center – Our state-of-the-art National Technology Solutions Call Center (Help Desk) can assist you with a wide spectrum of hardware, software, network connectivity, application, and workflow issues. The Help Desk is our customers’ one-stop problem resolution center for all Canon and third-party enabling solutions, and is positioned in the United States. CSA’s Solutions Support Center has proudly achieved HDI Support Center Certification, the industry’s leading certification program for technical support centers. • The CSA Five Pillars of Security. We are committed to offering solutions and services that enable our customers to maintain a comprehensive and in-depth approach to workplace security in five key areas: device security, printing security, document security, information security, and cybersecurity.

The Five Pillars of Security are founded upon the preservation of the fundamental NIST security principles of confidentiality, integrity, and availability. • Financial Strength – CSA offers its customers the financial backing of Canon Inc., one of the world's most financially stable companies, with revenues of $33.06 billion in 2019. • Commitment to Excellence and Social Responsibility – Through its corporate philosophy of Kyosei, Canon is committed to dedicating itself to social and environmental responsibilities, as well as contributing to the prosperity of people in local communities and around the world. • Certified Training and Support – CSA service technicians average 15 years’ experience and are factory trained on Canon's equipment as well as the network support systems and software that drive its sophisticated technology. Our primary service objective is to resolve the problem on our first visit and eliminate the need for additional calls for the same problem.

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• Genuine Canon Parts and Supplies – Canon puts its name on its parts and supplies because it stands behind their quality and performance. Each of the parts and supplies Canon makes for its office equipment products is a key part of the whole, carefully designed machine, which has been expertly engineered to provide top performance, reliability, and optimum output. Using genuine Canon parts and supplies is your best insurance against equipment damage, and possibly voiding your equipment warranty.
• Commitment to Quality – Commitment to Research and Development (R&D) is a clear indication of Canon’s dedication to developing leading-edge technology. The high priority Canon places on its Global R&D effort is evident in its devotion of more than $2.8 billion in 2018. A large portion of Canon’s R&D investment goes toward the development of software technology and peripheral utilities, which embrace Canon’s core business – print engine technology. Canon also focuses R&D efforts on standard device architecture, network management, network productivity, and total cost of ownership.
• Commitment to Innovation – From device technology and workflow solutions to our support and services options, we are poised to help you bring innovation to your environment. No matter what technology the future brings, you can count on CSA to help lead the way. Our Cloud for Business portfolio offers a wide array of solutions that can provide the type of agility that can make innovation a much easier task.
• Benchmark Value from a Financial Perspective – CSA is a full-service solutions provider, designed to be your single-source for technology recommendations, training, service, and systems support. We will show you levels of productivity and performance that once seemed unattainable. Whether it’s through our world-renowned networked office systems, graphic systems, copiers, printers, scanners, or fax machines, we will provide UC a with the technology and support you need to move into the future. With our cost-effective solutions, benefits, and value-added services, it makes CSA the right technology partner for UC. • Forward Thinking Program Management – Canon has developed a comprehensive program that supports implementation goals by educating end users regarding device features that minimize both their environmental impact and decrease costs. Additionally, with our quarterly business reviews, your dedicated CSA Account Executive meets face-to-face with you on a quarterly basis to review customer care quality metrics and fleet performance metrics, and to strategize opportunities for change management or improvement. Meeting one on one allows us to stay constantly in the loop with your environment so we can address any rightsizing opportunities and review all metrics.
• Discovery Capability – Quarterly business reviews and monitoring UC’s usage will give UC and CSA the ability to continually improve productivity and savings within your organization. Savings will mostly be achieved through rightsizing the equipment; providing departments with the proper equipment and education on what is the most cost-effective device to use for larger projects. This can be monitored on a granular level all the way down to the application that the end user utilized to print. Reviewing UC’s existing printer fleet can also help expose which device(s) is not cost effective and productive, and possibly providing a multifunctional device or even consolidating the unit, to further generate cost savings. CSA will work closely with UC to ensure we develop cost savings within your organization.

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Given all of the areas of support employed by CSA, it’s easy to see why we position ourselves as a total document management solutions provider. Our diversified portfolio of solutions touches upon every point of the document cycle within a company’s workflow. Trust CSA to help you streamline and secure business processes, reduce costs, and improve productivity Let us provide the technology, support, and service you need to create a seamless workflow for your business operations.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

CSA is subject to litigation from time to time, however, there is no pending litigation that will impair CSA’s performance with respect to a mutually acceptable contract that may be negotiated upon award.

CSA has not been declared bankrupt or made a voluntary or involuntary assignment in bankruptcy.

K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.
b. is not owned or operated by anyone who has been convicted of a felony L. Describe any debarment or suspension actions taken against supplier None.

3.2 Distribution, Logistics
A. Describe the full line of products and services offered by supplier.

CSA has the benefit of the strength, innovation, and longevity of the world-renowned Canon brand. Our portfolio of solutions is one of the most robust in the industry. With a sales and service footprint incorporating enterprise, large format, production, and vertical industry solutions, along with the expert knowledge of our people and a culture of providing excellent support and service nationally, we are uniquely positioned to meet the growing demands of today’s world.

Canon technology continues to set the bar for innovation, quality, productivity, reliability, and energy efficiency, and we are proud to be part of that heritage. We are committed to upholding the excellence of the Canon brand.

Our Solutions
Our talented team of experts, analysts, and representatives will work with you to craft a solution that is unique to your specific needs. We are always thinking of innovative ways to maximize your uptime, your return on investment, and your efficiency.

Device Technology
• Multifunctional Devices
• Production Systems
• Large Format Printers
• Print Servers
• Scanners

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• Single Function Printers
Software Technology
• Scanning
• Archiving
• Security
• Distribution
• Processing
• Job Submission
• Fleet Management
• Cost Tracking
Workflow Solutions
• Customized Industry Applications
• Data Security
• Cost Control
• Workflow Management
• Output Management
• Web-to-Print Applications
• Business Communications
• Information Management
• Document Distribution
• Data Loss Prevention (DLP)
• Enterprise Digital Rights Management (EDRM)
Our integrated solutions can adapt to your pre-existing workflow, regardless of the composition of your print environment. We can help your organization re-engineer your processes, if necessary, without having to revamp your entire infrastructure.

Services
As a sales and service subsidiary of Canon U.S.A., Inc., CSA is part of a larger support network and can provide extensive support to you. Our service and support division is the backbone of our company’s success. At CSA, we take great pride in our comprehensive support structure which allows our customers to enjoy a blanket of technical service coverage that ensures their ongoing satisfaction.

Trust CSA to help you streamline processes, reduce costs, and increase productivity. Let us provide the technology, support, and service you need to create a seamless workflow for your business operations.

We offer:
• Workflow Analysis
• Implementation Support
• Remote Technical Support
• Business Services
• Managed Print Services
• Professional Services
• On-Site Training
• Outsourcing/Insourcing
• Remote Diagnostics

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• National Help Desk
• Cybersecurity Consultation and Threat Mitigation Services • Virtual Chief Information Security Officer (vCISO)
• Security Awareness Training
• Device Hardening
Professional Services
Professional Services helps you get the most out of your technology investment by providing you with support along the way, starting with consulting and implementation services, through project management, training and education, and then ongoing help desk support as needed.

Managed Services / Business Services
Managed Services helps your organization gain added control of your workflow and output management through tracking print usage, optimization of your fleet, quarterly account reviews, and more. Business Services can help you save time and money when you outsource areas of your organization that are outside of your core business.

Technical Services
When you look beyond our outstanding products, you will find a dedication to service and support unsurpassed in our industry. It is our mission to recognize and respond to our customer needs effectively and efficiently. CSA stands ready to support our customers’ needs by providing a host of professionals who are uniquely qualified to deliver uncompromising support. Our service and support division is literally the backbone of our company’s success. At CSA, we take great pride in our comprehensive support structure which allows our customers to enjoy a blanket of technical service coverage that ensures their ongoing satisfaction.

The following is a list of various support services that CSA provides to our customers:
• Service Maintenance Agreements
• National Consulting Services (NCS)
• Dispatch Department
• Help Desk Call Center
• Account Management
• Supplies Replenishment
• Customer Care Center
• Device Hardening
Service Maintenance Agreements
Once you have made an investment in Canon technology, you will want to protect that technology and maximize its usefulness with certified technical support. A CSA service agreement is the most costeffective approach to maintaining the highest level of quality. The advantages to a Service Contract include:
• One fee for contract – no unexpected charges
• Minimal downtime
• Peak performance levels
• Maximum quality
• Fewer work interruptions

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• Faster service
• Minimal waste
Security Services
Device Hardening
Cybersecurity professionals will tell you that open and unprotected MFDs and printers in an organization of any size are the low hanging fruit for malicious cybercriminals looking for a way to compromise a company infrastructure. The Canon imageRUNNER ADVANCE systems all contain a wide array of security features that, when enabled, can help reduce exposure to the outside threats that prevail today.

CSA can “harden” your devices against these threats. This service is an optional professional service that complements the standard on-board security components, such as hard disk erase, Trusted Platform Encryption Module, Verify Start Up bios scanning for secure booting of the device, etc.

Cybersecurity Services
CSA is aligned with an industry leading cybersecurity firm who can provide a variety of world class services.

Agile Cybersecurity Solutions (ACS) is an elite organization of top line security practitioners who routinely service the DoD, Department of Homeland Security, the U.S Intelligence agencies, and the private sector.

These Cyber SEALS, as they are known, can provide the following services:
• Consulting for Security Framework Development, Risk Assessments, Security Policy Development, GDPR Prep, and More
• Vulnerability Assessments (network, applications and web) • Penetration Testing (network, applications and web)
• Incident Response
• Cyber Forensics for Investigations
• Customized Training including Workshops and Boot Camps for IT Staff • Virtual CISO (annual subscription services for remote and onsite cybersecurity support) • Red Team Testing
Genuine Parts and Supplies
Canon Inc. has poured all the know-how of its extraordinary history of developing innovative office machines into each of its copiers, printers, and networked office systems. The same superiority of design and manufacture goes into all of the Canon-branded consumable imaging supplies and parts for this equipment. Naturally, no-one makes better parts and supplies for Canon products than Canon.

Canon puts its name on its parts and supplies because it stands behind their quality and performance.

Each of the parts and supplies Canon makes for its office equipment products is a key part of the whole, carefully designed machine, which has been expertly engineered to provide top performance, reliability, and optimum output.

Using genuine Canon parts and supplies is your best insurance against equipment damage, and possibly voiding your equipment warranty. Here are some more reasons to rely on genuine Canon toner, parts, and supplies:
• Canon has decades of manufacturing expertise
• Canon products are evaluated and tested under extreme conditions

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• All machines and consumables produced by Canon are constantly being redesigned and improved
• Canon genuine supplies enhance the quality and performance of your Canon equipment, resulting in a longer life for your Canon equipment, higher yields, superior performance, highquality output, and minimal equipment jamming or malfunctioning All Canon brand Copier toner and Copier toner containers are manufactured worldwide solely by Canon Inc. and its corporate affiliates. Canon Inc. does not outsource this manufacture or sell or license its technology for Copier toner and Copier toner containers, to third parties on an OEM basis or otherwise.

As such, the only genuine Canon Copier toner or Copier toner containers are those manufactured by Canon Inc. and its corporate affiliates. By using Canon genuine supplies, you can enhance the quality and performance of your Canon equipment, experiencing:
• Longer life for your Canon equipment
• High yields
• Superior performance
• Highest quality output
• Minimal jamming or malfunctioning of equipment
Canon Awards and Recognition
Canon has received numerous awards and recognition from top industry analysts and holds leadership positions in key segments of the office imaging market. When choosing Canon, you can feel confident that you’re partnering with a company that delivers outstanding technologies across a range of markets.

BLI Line of the Year Award
Canon’s imageRUNNER ADVANCE Series has been recognized as the 2020 Copier MFP “Line of the Year” from Keypoint Intelligence – Buyers Laboratory Inc. (BLI). Every year, this award recognizes the vendor whose product line is deemed best overall based on rigorous laboratory evaluations. 2020 marks the 4th time in the last five years that Canon has received this accolade.

Over the past year, the Buyers Lab team tested copier/MFP models from manufacturers across the entire industry. Following this extensive testing, Canon’s A3 imageRUNNER ADVANCE lineup was named 2020 Copier MFP “Line of the Year” for its:
• Easy maintenance procedures and proactive device management • Ease of use with universal capabilities and features across the entire line. • Well-designed touchscreen, which can be customized in many ways to suit individual users’ preferences
• Simple mobile pairing capability for printing and scanning. • Outstanding software lines (Canon’s MEAP platform, uniFLOW and uniFLOW Online Express, and Universal Login Manager, among others) that boost security and help control costs The 2020 Copier MFP “Line of the Year” award is yet another proof point reinforcing the imageRUNNER ADVANCE series’ success in the A3 monochrome and color market. In addition to this accolade, Buyer’s Laboratory LLC. (BLI) has honored the imageRUNNER ADVANCE line with 5 PaceSetter Awards for MFP Accessibility, Document Imaging Security, Mobile Print, Outstanding Serviceability, and Ease of Use.

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In 2019, for the second year in a row, the imageRUNNER ADVANCE line received the Gold Award from American Security Today (AST) for “Best Access Control & Authentication System” in tandem with uniFLOW and imageWARE Secure Audit Manager.

The Third Edition of the imageRUNNER ADVANCE line continues to be the standard-bearer for excellent integrated security, workflow efficiency and quality and reliability featuring:
• Numerous standard security features out of the box
• McAfee Embedded control combined with Verify System at Startup and SIEM Integration • Quick buttons and standardized user interface for seamless change management • MEAP App integration with a multitude of existing Line of Business applications • Remote diagnostics through imageWARE Remote that enable Auto Toner replacement, automatic meter reads and predictive maintenance
• A Unified Firmware Platform that is regularly updated to reflect the latest security and workflow enhancements
Energy Star Partner of the Year Award
Canon U.S.A. has received the 2020 ENERGY STAR® Partner of the Year - Sustained Excellence Award for continued leadership and significant partnerships with ENERGY STAR. The ENERGY STAR Partner of the Year-Sustained Excellence Award is the highest honor among ENERGY STAR Awards. The U.S.

Environmental Protection Agency (EPA) presents the Sustained Excellence Award to partners that have already received ENERGY STAR Partner of the Year recognition for a minimum of two consecutive years and have exceeded the criteria needed to qualify for recognition. This marks the third consecutive year Canon has received the Sustained Excellence Award (2018, 2019 and 2020). This is also the fifth consecutive year Canon has been recognized as a Partner of the Year.

For more than 20 years, Canon has collaborated with ENERGY STAR to save energy and money while promoting the development of energy-efficient products to help combat climate change and other important environmental issues. As part of the partnership, Canon offers over 175 ENERGY STAR certified products, each incorporating advanced energy-efficient technologies without compromising on features or performance. Energy-efficient technologies implemented within the full range of Canon products include energy-saver mode, automatic duplex settings and low-sleep power consumption.

BenchmarkPortal Awards
The Canon U.S.A., Inc. Technical Support Center has earned the “Center of Excellence” certification from BenchmarkPortal for 11 consecutive years. Contact centers achieved the Center of Excellence distinction based on best-practice metrics drawn from the world’s largest database of objective and quantitative data that’s audited and validated by researchers from BenchmarkPortal.

To achieve certification as a Center of Excellence, a company must undergo a rigorous benchmarking process, which compares the organization’s operational metrics to those of its peers using the world’s largest database of contact center metrics. During this process, BenchmarkPortal experts audit and verify key data from the contact center applying for certification.

HDI Support Center Certification
In addition to the awards that the Canon products we offer have received, CSA’s Solutions Support Center has achieved HDI Support Center Certification. HDI is a part of UBM Tech, a division of UBM LLC, and is the global professional association for technical service and support professionals and the premier

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certification body for the industry. HDI offers the industry’s leading certification program for technical support centers. This certification, valid for two years, was first achieved by the Solutions Support Centers in 2015, and was renewed in 2017 and 2019.

To verify the Solutions Support Centers’ compliance with the HDI Support Center Certification Standard, CSA has successfully undergone thorough on-site renewal audits. Driven by a core belief in continuous improvement, every support agent, supervisor, and manager in the Solutions Support Centers strived to not only maintain the standards of the HDI Certification, but to exceed the results that merited the 2015 accreditation. Notably, our continued audits have in fact indicated significant improvement in the areas of Customer Satisfaction, Process and Procedures, and Performance—an impressive 12.8% overall score increase from the initial audit. This signifies our commitment to excellence, efficiency, and service quality based on the HDI Support Center Standard.

Innovative Technology
In 2019, Canon Inc., was granted 3,548 patents by the US Patent and Trademark Office and maintained its third place ranking for patents granted according to IFI CLAIMS Patent Services, a leading producer of global patent databases. Last year Canon, Inc. became the only company in the world to be ranked in the top five U.S. patent holders for 34 consecutive years. These patents continue to demonstrate Canon’s contribution to science and technology which are used to develop fundamental technologies designed to drive innovation and support customer and business needs.

Industry Awards and Honors
• Canon is ranked 7th in the World’s Most Reputable Companies • Fortune Magazine's 2020 “World’s Most Admired Companies” Ranked 5th in Computer Category • Recognized as one of the 2019 World’s Most Ethical Companies by the Ethisphere Institute • 2019 Best Japan Brands Ranked 4
th
B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

CSA provides geographic coverage in major metropolitan areas throughout the United States. Each region is supported by a comprehensive web of service professionals who provide best-in-class technical support to our growing base of customers. Beyond these critical regions, a network of Canon-authorized service companies stands ready to support your needs.

CSA requires all Canon-authorized service companies to adhere to the same stringent standards and best practices that we commit to as an organization and must be fully certified to provide technical assistance on your Canon product. For each of our client engagements, CSA's account team is responsible for communicating specific requirements and expectations that are detailed in the contract with the subcontractor. The account team is also responsible for monitoring and measuring the subcontractor’s performance and escalating any areas of non-compliance along with an action plan to either improve performance or terminate poor performing subcontractors.

CSA follows the following best practices when engaging a subcontractor:
• Identify the team who is responsible for subcontractor performance management. • Train the team in the technical aspects of the subcontractor’s responsibilities, performance expectations, and measurement criteria.

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• Train the team in all aspects of compliance expectations and contractual requirements. • Identify Key Performance Indicators, outline reporting requirements, and communicate expectations to subcontractors.
• Develop a Statement of Work for all subcontractors that clearly details all job requirements, penalties, and measurement criteria.
• Provide a framework for regular inspections, feedback, and remediation planning. • Implement corrective action plans and weekly risk reporting for subcontractors who are not meeting expectations.

Our support personnel are measured to a high standard and held accountable for providing a superior service delivery to CSA’s customers.

The strength of the Canon service delivery program is the over 1,000 locations across the United States who are all certified to meet Canon standards. There are over 7,500 factory-trained technicians who help solve technical and equipment problems wherever your site may be. All authorized service centers are required to submit a detailed business plan describing prospective territory and staffing plans as well as financials. They must agree to use only genuine Canon parts, and they must consent to unscheduled observations by Canon management.

C. Describe how Participating Agencies are ensure they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

CSA has extensive history of supporting cooperative agreements and insuring coverage and utilization.

From time to time Participating Agencies have asked for and received certified pricing to validate historical transactions.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

CSA uses commercially available companies for products, parts and supplies. For delivery of preconfigured product CSA uses regional specialized carriers.

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

Please see Section 3 Current Distribution Model.

3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-tomarket strategy within first 10 days ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days

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CSA will use the Agreement with UC and OMNIA Partners as a fully endorsed program by our Executive Leadership.

Based on the last 10 years of history, CSA is in a very fortunate position for the Marketing and Sales of cooperative agreements. We have the tools, training and process to implement an aggressive launch of a new agreement. Additionally, we have able to have year over year growth with the legacy agreements.

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications We will work with OMNIA Partners to create and deliver co-branded press releases, and content specifically geared around the agreement, to publications and associations. ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
We will provide agreement information on our internal website at the onset of the agreement and periodically update when appropriate.
iii. Design, publication and distribution of co-branded marketing materials within first 90 days Working with OMNIA Partners, we will take a complete review of the design, content and strategies for the co-branded marketing materials. The expectation is to provide the Participating Agencies with useful and compelling information.
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier.

In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) As a member of the NIGP Business Council for the past 10 years we understand the value of working with association on a national, regional and national basis. We will continue to grow our engagement with and support of their association and trade shows. Please see Section 4 Commitment to the Government and Educations Sectors.

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viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners Based on past experience, CSA has directed Participating Agencies directly to the OMNIA Partners’ website to minimize any conflicts. We will review this based on OMNIA Partners’ request.

C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

During the past OMNIA Partners Agreement, we were able to convert the majority of Public Agency agreement to the use of the OMNIA Partners Master Agreement. There are a few legacy agreements that will become available with the awarding of the agreement. Additionally, we have used the legacy in lieu of a formal response to several RFPs.

D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions.

Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

CSA requires reasonable limitations to be placed on usage of the Canon logo.

E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
Acknowledged and Agreed.

F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:

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i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts Acknowledged and Agreed.

G. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
Acknowledged and Agreed.

H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

CSA is a direct sales subsidiary of Canon U.S.A. With over 100 offices in most major metropolitan areas throughout the U.S., CSA continues to grow, providing sales, service and support of Canon’s document management technology. CSA continues to expand into cities where companies may benefit from working directly with a Canon U.S.A., Inc. sales subsidiary.

We have both dedicated vertical markets account executives and general territory representatives selling to the government and education markets. They are trained and are successful providing the Participating Agencies products and services using UC’s Agreement through OMNIA Partners.

Presently, OMNIA Partners has the contact information for the highest-level executive in charge of the sales team.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

We currently work closely with OMNIA Partners team as a strategic supplier holding the County of DuPage contract. Our weekly and monthly correspondence at both the local and national levels (I.e.

Regional Managers, Vice-Presidents, and Partner Development) will continue in a similar fashion with an emphasis on launching and growing this UC contract.

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OMNIA pricing or the Master Agreement, nor shall such bid or award constitute a breach of this Agreement.

J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.

CSA will build on the past successes of managing the OMNIA Partners Master Agreement. Moving forward we will continue to focus on achieving the target revenue for this agreement. To that extent, we have a dedicated marketing resource to oversee the marketing and communication related activities with the OMNIA Partners. On a national basis, we have aligned both government and education within one team’s responsibility. This team is led by the Major Accounts and Vertical Market Vice President who is responsible for the development and execution of the OMNIA Partners Marketing Plan. Over the past two years we have built specific market knowledge resources for sharing with our clients. This work will continue to be used to support the Participating Agencies.

K. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

We generated in excess of $240 million in Public Agency Sales for fiscal 2019. We will provide a list of our top 10 Public Agencies upon request in a non-public format.

L.Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

Presently, we are using a customized version of Oracle as our ERP system and are capable of managing all related data/details needed to support the national program.

M. REDACTED
N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).

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ii. If competitive conditions require pricing lower than the standard Master Agreement not-toexceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners).
iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

Detail Supplier’s strategies under these options when responding to a solicitation.

While we will utilize the OMNIA Partners as our primary go-to-market strategy, in no event shall we be liable for any fees to OMNIA Partners in the event that we bid or are awarded a contract with any entity not utilizing the OMNIA Partners pricing or the Master Agreement, nor shall such bid or award constitute a breach of this Agreement.

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CANON SOLUTIONS
AMERICA, INC.’S DUN &

BRADSTREET REPORT

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Company Summary
Printed By:Annette Emery
Date Printed:May 18, 2020
LIVE REPORT Currency: Shown in USD unless otherwise indicated

CANON SOLUTIONS AMERICA,
INC.

Trade Names: (SUBSIDIARY OF CANON U.S.A., INC., MELVILLE, NY)

ACTIVE HEADQUARTERS (SUBSIDIARY)
D-U-N-S Number: 07-161-9878
Company: CANON SOLUTIONS AMERICA, INC.

D&B Address
Address: ONE CANON PARK
MELVILLE, NY, US - 11747
Location
Type:

HEADQUARTERS (SUBSIDIARY)
Phone: 631-330-5000
Fax:

Web: www.csa.canon.com
Added to Portfolio: 09/17/2013
Endorsement: [email protected]
Last View Date: 05/18/2020

SCORE BAR
D&B Rating 1R3 1R indicates 10 or more Employees,
Credit appraisal of 3 is fair
PAYDEX®

72 Paying 12 days past due
Financial Stress Score Class

3 Moderate Risk of severe financial
stress
Commercial Credit Score Class

2 Low to Moderate Risk of severe
payment delinquency
Highest Credit 700,000.00 Highest credit granted in the past 24 months.

Credit Limit - D&B Conservative 1,000,000.00 Based on profiles of other similar companies.

Credit Limit - D&B Aggressive 1,000,000.00 Based on profiles of other similar companies.

Years In Business 49
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Packet Pg. 331 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) D&B 3-month PAYDEX® : 73 
Low Risk (100) ; High Risk (1)
When weighted by amount, Payments to suppliers
average 11 Days Beyond Terms
D&B PAYDEX® : 72 
Low Risk (100) ; High Risk (1)
When weighted by amount, Payments to suppliers
average 12 days beyond terms
This is a headquarters (subsidiary) location
Branch(es) or Division(s) exist
Y
Chief Executive

YOROKU ADACHI, CHB
Age (Year Started)
49 years (1971)
Employees
6600 (125 Here)
History Status
CLEAR
Financing

SECURED
SIC
5044 ,7389
Line of business
Whol office equipment, business
services
NAICS
423420
Lien Found N
Judgment Found N
Out of Business Indicator N
Bankruptcy Found N
SIC Code - D&B 5044 Office equipment
D&B 3-MONTH PAYDEX®
D&B PAYDEX®

D&B COMPANY OVERVIEW
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Packet Pg. 332 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) The following data includes both open and closed filings found in D&B's database on this company.

The public record items contained herein may have been
paid, terminated, vacated or released prior to today's date.

Commercial Credit Score Class : 2 
Low Risk:1 ; High Risk:5
Financial Stress Score Class : 3 
Low Risk:1 ; High Risk:5
Predictive Scores
The D&B Viability Rating uses D&B's proprietary analytics to compare the most predictive business risk indicators and deliver a highly reliable assessment of the probability that a company will go out of business, become dormant/inactive, or file for

PUBLIC FILINGS
Record Type Number of
Records
Most Recent
Filing Date
Bankruptcies 0 ---
Judgments 0 ---
Liens 0 ---
Suits 1 03/26/2020
UCCs 22 12/11/2019

COMMERCIAL CREDIT SCORE CLASS

FINANCIAL STRESS SCORE CLASS
PAYDEX® TREND CHART

D&B VIABILITY RATING SUMMARY
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Packet Pg. 333 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) bankruptcy/insolvency within the next 12 months. The D&B Viability Rating is made up of 4 components:

This information may not be reproduced in whole or in part by any means of reproduction. ©Dun & Bradstreet, Inc. 2005-2020. All rights reserved
US Government Employee Disclaimer
Viability Score
Compared to All US Businesses within the D&B
Database:

Level of Risk: Low Risk
Businesses ranked 3 have a probability of becoming no
longer viable: 3 %
Percentage of businesses ranked 3: 15 %
Across all US businesses, the average probability of
becoming no longer viable: 14 %
Portfolio Comparison
Compared to All US Businesses within the same
MODEL SEGMENT:

Model Segment : Established Trade Payments
Level of Risk: Low Risk
Businesses ranked 3 within this model segment have a
probability of becoming no longer viable: 3 %
Percentage of businesses ranked 3 with this model
segment: 11 %
Within this model segment, the average probability of
becoming no longer viable: 5 %
Data Depth Indicator
Data Depth Indicator:

Rich Firmographics
Extensive Commercial Trading Activity
Basic Financial Attributes
Greater data depth can increase the precision of the D&B Viability Rating assessment.

To help improve the current data depth of this company, you can ask D&B to make a personalized request to this
company on your behalf to obtain its latest financial
information. To make the request, click the link below.

Note, the company must be saved to a folder before the
request can be made.

Request Financial Statements
Reference the FINANCIALS tab for this company to
monitor the status of your request.

Company Profile:

Company Profile Details:

Financial Data:

Trade Payments:

Company Size:

Years in Business:

Subsidiary
Z
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CURRENT DISTRIBUTION
MODEL

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Canon Solutions America, Inc.

Current Distribution Model
CSA is the direct sales subsidiary of Canon U.S.A. The two entities share several facilities across the United States. Some of the facilities are corporate operations and regional warehouses.

CSA and Canon U.S.A. distribute the majority of products, part and supplies through twelve warehouse facilities.

Warehouse Locations
State City Address Zip
IL Woodridge 10350 Beaudin Boulevard 60517
IL Itasca 1800 Bruning Drive West 60143
OH Lockbourne (Columbus) 2525 Rohr Road Ste D 90810
TX Irving 3200 Regent Boulevard 97217
NJ Monroe Township (3PLCUSA/Menlo) 24 Englehard Drive 32809 NY NY 5 West 37th Street Suite 1001 (Midtown
Parts) 10018
FL Orlando 7803 Southland Boulevard Suite 202 (Parts
Warehouse) 08831
VA Alexandria 6464 General Greenway Beltway Business
Center Suite E 93003
CA San Pedro (3PL-CUSA/Nippon) 300 Westmont Drive 43137 CA Livermore (Dublin) 161 S Vasco Road Suite E 75063
OR Portland 6650 N. Basin, Building # 4, Suite D 95134
UT Salt Lake City 930 W 3160 S (CSA, C/O Precision
Equipment Placement) 84119
Branch Office Locations
State City Address Zip
IL Burr Ridge 1333 Burr Ridge Parkway Suite 175 60527
IL Chicago 225 West Washington Suite 600 60606-
6604
IL Itasca 1800 Bruning Drive (1/2 WH) 60143
IL Itasca (LFS only) 100 Park Boulevard 60143
IL Schaumburg 425 North Martingale Rd Suite 100,
300,1400,1600 and 1650 60173
IN Carmel (Indianapolis) 630 W Carmel Drive, Suite 130 46032 IN Fort Wayne 6915 Innovations Blvd 3rd Unit 46825
IN South Bend 2420 Viridian Drive Suite A & B 46628
KS Overland Park (Kansas City) 7300 W 110th Street Suite 100 66202 KS Topeka 1131 Southwest Winding Road Suite Space
F
66615
KS Witchita (Regus) 801 East Douglas Avenue, 2nd floor Room 217 67202
KY Lexington 2285 Executive Drive Suite 110 40505
KY Louisville 10200 Forest Green Blvd., Suite 112 40223

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Canon Solutions America, Inc.

MI Grand Rapids 330 East Beltline Ave NE Suite 201 49506 MI Novi (Detroit) 39555 Orchard Hill Place Suite 190 48375 MN Eagan (Minneapolis) 880 Blue Gentian Road Suite 100 55121 MO Coeur Creve (St. Louis) 6 CItyPlace Drive Suite 100 63141 NE Lincoln (La Vista) 3701 O Street 68510
NE Omaha (also La Vista) 9300 Underwood Avenue, Suite 160 68114 OH Cleveland (Independence) 6100 Oak tree Blvd Suite 150 44131 OH Dublin (Columbus) 5200 Upper Metro Place Suite 150 43017 OH Mason (Cincinnati) 4900 Parkway Drive Suite 170 45040 OH Maumee (Toledo) 1724 Indian Wood Circle Suite F 43537 PA Moon Township (Pittsburgh) 500 Lindbergh Drive Suite 550 15108 TX Austin 12515 Reasearch Blvd Bldg 7 Suite 110 78759
TX Beaumont 7510 Calder Avenue 77706
TX Houston 2930 W Sam Houston Pkwy N Suite 125 77043
TX San Antonio 17115 San Pedro Ave, Suite 100 78232
WI Waukesha (Milwaukee) Crossroads Corporate Center II 20800 Swenson Drive Suite 110 53186
CT East Hartford 100 Prestige Park Road Bay 10 (OBS and Parts only) 06108
CT Rocky Hill I-91 Tech Center Bldg 2 845 Brook Street 06067 DE Wilmington 200 Bellevue Pkwy Suite 101 19809
MA Boston 40 Broad Street Suite 102 02109
ME South Portland 75 John Roberts Road, Building B, Suite 12B 04106
NH Bedford 15 Constitution Drive 03110
NJ Burlington 300 Commerce Square Blvd 08016
NJ Cranford 11 Commerce Drive Suite 204 07016
NJ Jamesburg 100 Ridge Road 08831
NJ Mount Laurel 8000 Midlantic Drive, Suite 110N 08054
NJ Paramus 115 West Century Road, Country Club
Plaza, Ste. 370 07652
NY Albany 18 Corporate Woods Blvd 12211
NY East Meadow 90 Merrick Avenue Suite 204 11554
NY Melville One Canon Park 11747
NY New York 125 Park Ave (9th & 10th flrs) 10017
NY White Plains 1133 Westchester Avenue, Suite N140 10604 PA Horsham 800 Enterprise Drive Suite 105 19044
PA Mechanicsburg (Harrisburg) 5020 Ritter Rd Suite 111 17055 PA Philadelphia 1650 Market Street One Liberty Place Suite 360 19103
RI Warwick/ Providence 117 Metro Center Blvd Suite 1003 02886 VT Williston 520 Avenue D 05495-
7136
AL Birmingham 1030 London Drive Suite 200 35211
AL Dothan 217 Graceland Drive, Suite 1 36305
AL Mobile 3059 Dauphin Square Connector 36607
AL Montgomery 250 Commerce Street 36104
AR Little Rock 1401West Capital Ave, Suite 230 72201
FL Boca Raton Boca Raton Innovation Campus, 4560
Communication Ave, Suite 100 33431

3.A.6.b
Packet Pg. 337 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Current Distribution Model
Canon Solutions America, Inc.

FL Fort Myers
9160 Forum Corporate Parkway, Suite 350
(Virtual Office Only) 33905
FL Jacksonville 10401 Deerwood Park Blvd., Suite 2110
Building II 32256
FL Maitland/ Orlando 2600 Maitland Center Pkwy Suite Suite 170 32751 FL Miami Lakes 7975 NW 154th St, Suite 350 (Grand Corp
Center) 33016
FL Tallahassee 113 South Monroe St. (Virtual Office Only) 32301 FL Tampa 7650 Courtney Campbell Causeway, Suite
100 33607
GA Atlanta 1170 Peachtree Street, Suite 1200
(Executive Suite) 30309
GA Norcross (Atlanta) 5625 Oakbrook Parkway (first floor Canon/CBS Facility) 30093
GA Savannah 7001 Chatham Center Dr., Suite 2300 31405
LA Baton Rouge 11115 Industrial Plex Blvd Suite 300 70809- 1982
LA Houma 4752 Highway 311, Suite 104 70360
LA Lake Charles Capital One Tower Building, One Lake
Shore Drive, Suite 1260 70629
LA Metairie (New Orleans) 3850 N. Causeway Blvd, Suite 110 70002 MD Ellicott City (Baltimore) 6011 University Blvd, Suite 460 21043 MS Gulfport Seaway Business Park, 14231 Seaway Rd.

Building C, Suite 5 (1/2 WH) 39503
MS Ridgeland Market Ridge Road, Building 119 Suite A 39157 NC Charlotte 8720 Red Oak Blvd Suite 502 28217
NC Durham 4319 South Alston Ave Suite 101 27713
SC Columbia 1320 Main Street, Suite 300 (Executive
Suite) 29201
TN Knoxville 4707 Papermill Road Suite 101 37909
TN Nashville 402 BNA Drive Suite 360 building 100 37217 VA Falls Church 3190 Fairview Park Drive Suite 1000 22042 VA Richmond 3901 Westerre Parkway Suite 110 23233
VA Virginia Beach 192 Ballard Court Suite 101 23462
AZ Scottsdale (Pheonix) 1475 North Scottsdale Rd Suites 130 & 400 85257 CA El Centro 203 S Waterman Ave Suite C 92243
CA Glendale (Los
Angeles/Wilshire/Calabasas) 207 Goode Avenue, Suite 400 (& Suite 110) 91203 CA Irvine 15975 Alton Parkway 92618
CA Long Beach 3900 Kilroy Airport Way, Suite 300 90806
CA Ontario 3237 E. Guasti Road Suite 200 91761
CA Sacramento 3835 North Freeway Blvd Suite 110 95834
CA San Diego 10509 Vista Sorrento Parkway Suite 116 92121 CA San Francisco 201 California Street Suite 100 94111
CA San Jose (South Bay) 3300 North First Street (first floor Canon/CBS facility) 95134
CA Walnut Creek 1350 Treat Blvd Suite 150 94597
CO Centennial (Denver) 7002 South Revere Pkwy Suite 80 80112 CO Englewood 14 Inverness Drive East Suite G-140 80112
HI Honolulu 841 Bishop Street, Suites, #156 (Davies
Pacific Center) 96813

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Canon Solutions America, Inc.

NM Albuquerque 2420 Camanche Road NE 87107
NM Farmington 2222 East 20th Street, Suite A 87401
NV Las Vegas 731 Pilot Road Suite J 89119
OR Beaverton (Portland) 9401 SouthWest Nimbus Ave 97008 OR Medford 3539 Heathrow Way, Suite 108 97504
UT Salt Lake City 298 Mercer Way 84115
WA Keenewick 8601 W Clearwater Ave 99336
WA Spokane 10102 E Knox Suite 300 99206
WA Tukwila (Seattle) 12856 Interurban Avenue South, Bldg 1 98168 WA Yakima 901 W. Yakima Ave., Suite 1B 98902

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Packet Pg. 339 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract)

COMMITMENT TO THE

GOVERNMENT AND

EDUCATION SECTORS

3.A.6.b
Packet Pg. 340 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Commitment to the Government and Education Sectors
Canon Solutions America, Inc.

Commitment to the Government and Education Sectors
Over the past 10 years, CSA has had an extremely good
relationship the NIGP. We have been supportive of the
association and board. Beyond attending the annual Forum we have provided subject matter experts and speaker for the local chapters. Over the past four years we have witnessed the transformation of the association through the restructuring of the governance board NIGP 2.0. This transformation has increased participation by the members and member value.

We will remain a proud supporter of the NIGP.

The education from NIGP and the interaction with the nation’s top public procurement professionals has help us understand the true value of a strong piggybackable agreement, vetted by a top lead agency and managed by a national cooperative. Understanding the covenants that the CPPB or CPPO need to keep for their constituents provides guidance that assist our engagements with public entities.

Our sales representatives are equipped with the knowledge of cooperatives and the impact on cost reduction and the speed to implementation by leveraging a well-constructed agreement.

Connecting Suppliers with the Public Procurement
Community – NIGP’s Business Council comprised of
representatives from each company participating in the
Institute’s Enterprise Sponsor Program. Enterprise Sponsors are leaders in their respective industries and have
demonstrated a shared commitment to NIGP’s values of:

Accountability, Ethics, Impartiality, Professionalism, Service, and Transparency. We have been an established and active member and participant since 2008, and are considered
subject matter experts regarding NIGP’s Business Council and their activities. The mission of the Business Council is to… Serve the NIGP membership and procurement profession through the sharing of resources and expertise in support of NIGP’s educational, research and advocacy mission. In essence, the Business Council connects the supplier’s perspective with the public procurement community and is dedicated to improving the buyer/supplier relationship. For the past four years Paul Murphy, VP Major Accounts and Vertical Markets has provided guidance as the Chair.

CSA has invested in research and established realtionships with the leading associations within the Educational Market. Print still plays a critical role in education fron the youth entering organized education to the graduates of the most presient higher eduction institutions.

3.A.6.b
Packet Pg. 341 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ‘I agree’ button below.

By checking the ‘I agree’ box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and
• Until or unless I notify Canon Solutions America, Inc. as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Canon Solutions America, Inc. during the course of my relationship with you.

3.A.6.b
Packet Pg. 342 Attachment: 2020002755_Canon_MAD_12_16_2020 (Printer/ Copier Contract) Requirements for National Cooperative Contract

Page 21 of 44 ends

San Jacinto City CouncilJanuary 21, 2025

San Jacinto City Council
January 21, 2025