UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
OMNIA Partners, Public Sector
Cooperative Purchasing Organization
Canon Solutions America, Inc.
UC Program Summary
The OMNIA Partners, Public Sector (formerly known as National IPA) Cooperative Purchasing Program (“OMNIA Partners Program”) provides members with favorable, negotiated terms and significant pricing discounts. The OMNIA Partners Program utilizes the University of California (“UC”) Contract No:
2020002755 effective December 16, 2020 (“the Master Contract”) with Canon Solutions America, Inc. (“CSA” or “Supplier”). CSA offers leasing of products through its affiliated leasing company, Canon Financial Services, Inc. (“CFS”) pursuant to the Master Contract, Exhibit (i), Rider G, Master Lease Terms, subject to credit approval by CFS. Unless otherwise defined herein, capitalized terms shall have the same meaning as in the Master Contract.
The UC OMNIA Partners Program can be used by any Customer who is also an OMNIA Partners Program Participating Public Agencies (“Customer”). “Customer” means the 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 purchasing under the Master Contract. Information on how to participate, and the entire Master Contract, can be found at https://www.omniapartners.com/publicsector. Currently there is no fee to join OMNIA Partners, Public Sector. (If you were already registered as a Participating Public Agency of National IPA, there is no need to re-register to use the Master Contract)
Under the UC OMNIA Partners Program:
• For multifunctional copiers (“MFDs”), laser printers, desktop and large format printers (collectively referred to herein as, “Equipment”),associated maintenance services, and certain software, the Customer can simply issue a purchase order with the below provision incorporating the Master Contract or the Customer may sign a CSA Master Sales & Services Agreement Customer Information Face Page (“MSSA”) and the applicable Order Schedule (purchase or lease) located at ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS, which will be subject to the terms of the Master Contract.
• For production and wide format models, managed print services and facilities management services, additional specialized terms will be provided with the CSA proposal or RFP response. • For all products and services, customized pricing and configurations will be included in CSA’s proposal or response. If staples, surge protectors, dedicated technicians, or removal and relocation services are not requested by the Customer, CSA will exclude them and shall further reduce already discounted OMNIA Partners, Public Sector prices.
If issuing a purchase order for multifunctional copiers and their maintenance services, the language to be included is as follows:
“Notwithstanding any provision of this purchase order to the contrary‚ the use of this purchase order shall be for Customer’s [or Buyer’s] administrative convenience and any terms and conditions on this purchase order which conflict with or vary from the terms contained in Agreement # 2020002755 between Canon Solutions America, Inc. and The University of California‚ shall be deemed null and void.”
UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
The Customer purchase order, signed CSA documents (if any), the Master Contract, and any other documents mutually agreed to be included by the parties shall be considered the “Agreement”.
Notwithstanding, unless otherwise agreed to in writing by CSA and the Customer, the terms of the Master Contract shall be controlling.
The following favorable terms from the Master Contract modify the terms of the Canon Solutions America Form Agreements attached thereto and such Master Contract terms are controlling [as noted]. They apply to Customer unless otherwise noted.
1. Venue
California law will control the Master Contract and any document to which it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Master Contract is in a state court of competent jurisdiction, situated in the county in the State of California in which the UC Location is located or, where the procurement covers more than one UC Location, the exclusive venue is Alameda County, California. (See Master Contract, Terms and Conditions of Purchase, pg. 25, Article 35). For all Customers purchasing or leasing cooperatively off the Master Contract, disputes that may result between the Customer and CSA are to be resolved in accord with the law and venue rules of the State of purchase, or as otherwise negotiated in an Agreement. (See OMNIA Master Intergovernmental Cooperative Purchasing Agreement terms)
2. Fiscal Funding Out Clause
(Subject to pre-approval by CFS): 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. (See Master Contract, Exhibit (i), Rider G, Master Lease Terms. Capitalized terms in this Section 2 have the same meaning as in Rider G)
3. Pricing and Additional Costs
Pricing 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 Master Contract term. Product pricing shall not increase for the duration of this Agreement for existing models. Supplier UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
may utilize Value Added Resellers to perform maintenance, service and support for all Customer locations at the pricing stated in the Pricing Exhibit 2 to the Master Contract. (See Master Contract, Exhibit (i) Terms Applicable to all Non-University of California Entities, pg. 101)
4. Title, Risk of Loss and Acceptance
Title to Equipment shall pass to the Customer or CFS, as applicable, upon payment of the purchase price.
Risk of loss shall pass to the Customer upon delivery. Title to Software shall remain with the developer or licensor. Equipment and software shall be deemed accepted by Customer upon successful delivery and installation so that the Equipment is operating in accordance with the manufacturer’s or developer’s specification. (See Master Contract, Exhibit (i), Riders A and G)
5. Delivery and Installation
Delivery (new Equipment) – 10 business days from Supplier receipt of order. Delivery between 8:30a.m. and 5:00p.m.(Local Time) with one-hour pre-delivery call/email, unless otherwise arranged (See Master Contract, Exhibit (i), Terms Applicable to all Non-University of California Entities, pg. 93, Section 2.8.7) Supplier shall provide delivery and installation of Equipment, including fulfillment process from Customer purchase order submission to delivery, all at no separate or additional charge to Customer. Customer has the option to accept or reject all products delivered after promised delivery time, and in addition, may hold Supplier liable to any direct damages caused by late delivery as determined and documented by Customer; provided, however, in no event shall the amount of such direct damages exceed Customer 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 Customer by telephone, email, or facsimile.
Supplier shall keep Customer fully informed if late 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. (See Master Contract, Exhibit (i), Terms Applicable to all Non-University of California Entities, pg. 97, Sec 2.15.1)
6. Additional Delivery Costs
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 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. (See Master Contract, Exhibit (i), Master Sales and Services Agreement, pg. 115, Sec 13)
7. Limited Warranty and Disclaimer
Limited Warranty. 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 UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
under a warranty shall become the property of CSA or the manufacturer. The warranty set forth in this Section 7 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. (See Master Contract, Exhibit (i), Master Sales and Services Agreement, Pg. 116, Sec 6)
8. Rightsizing
For those fleets (leased fleets of 50 MFDs/Laser Printers or more at an individual campus), Supplier will allow the Customer to upgrade or downgrade 5% of the cumulative installed population of MFDs over the term of the Agreement, provided Customer has installed a minimum fleet of 100 units of Equipment across all locations under the Agreement. This provision excludes imageRUNNER machines with rated speeds of 110 pages per minute or greater, or imagePRESS products. (See Master Contract, Exhibit (i), Terms Applicable to all Non-University of California Entities, pg. 110, Sec 8.8)
9. Relocation of Copiers [multifunctional copiers only and if requested by Customer] During the term of the Agreement, it may be necessary for various reasons to relocate installed copiers.
After initial installation, any copier between 20 PPM and 105 PPM may be relocated one (1) time per 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 Agreement. Any relocations in excess of this, shall be invoiced at CSA’s then current rates. (See Master Contract, Exhibit (i), Terms Applicable to All Non-University of California Entities, Pg. 95, Sec 2.11)
10. End of Term Options
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. (See Master Contract, Exhibit (i), Rider G, pg. 147, Sects 13 & 14)
11. Return and Restocking Policy
• 11(a) Return of Leased Equipment Canon Office Equipment and Cut Sheet Production Unless the Agreement automatically renews or Customer purchases the Equipment as provided in the Agreement, Customer shall, at the termination of the respective schedule, return the Equipment to CFS in good operating condition. Customer shall at the termination of the respective Agreement, make the Equipment available to CFS for pick up. The Equipment shall be in good operating UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
condition, ordinary wear and tear resulting from proper use excepted (and if not in such condition, additional fees may apply). If, for any reason, Customer shall fail to make the Equipment available to CFS for pick up by the last day of the applicable term, Customer shall pay to CFS upon demand, one billing period's payment (as specified in the Agreement), for each billing period, or portion thereof that such delivery is delayed. (See Master Contract, Article 18 Amended p7). • 11(b) Return of Leased Equipment Non-Canon Office Equipment and Cut Sheet Production 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. (See Master Contract, Exhibit (i), Rider G, Pg. 147)
• 11(c) Return of Unused Supplies
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. (See Master Contract, Exhibit (i), Rider F, Pg. 140)
12. Termination, Cancellation and Damages
Customer or Supplier may terminate the Agreement for cause by giving the other party at least 15 days’ notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement. (See Master Contract, Purchasing Agreement, pg. 3, Sec 2(C))
Supplier shall not be liable (i) for bodily injury (including death) or tangible property damage except to the extent caused by supplier’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 Supplier has been advised of the possibility of such damages. Supplier’s liability on any claim arising out of or related to this Agreement and any other agreements entered in to in connection there with, 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 Supplier for the products subject to the claim, and (b) as to all other liability of Supplier, charges paid or payable by customer for the products or services subject to the claim for twelve (12) 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 Supplier’s liability shall be limited to twelve (12) months of such amortized payments (See Master Contract, Purchasing Agreement, Pg. 7, Sec 15A)
13. Service Level Standards
The Master Contract offers list of robust Service Level Standards for Equipment. The following is a summary UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
of the highlights, which include (but are not limited to) the following:
• Equipment Uptime – 96% measured as a quarterly average • Maintenance credits – 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
• Response time (MFDs) – 4 business hours
• One (1) business hour acknowledging call back from technician or dispatch • Repair time – average of 4 business hours measured as a quarterly average • Delivery (MFD Replacement Parts) – within 8 business hours from Supplier receipt of order • Delivery (Supplies) – within 2 business days from Supplier receipt of order • Installation (MFDs) – upon delivery unless otherwise arranged (See Master Contract, Exhibit (i), Terms Applicable to Non-University of California Entities)
14. Training [MFDs only]
CSA will provide Key Operator and Casual User; Canon Product Training via eLearning as our standard offer. For OMNIA Partners, Public Sector Participants that require on-premises Key Operator Training, CSA will continue to provide at no additional cost, an operator training program (eLearning) for the key operators and operations demonstration for the casual users to be scheduled at mutually agreed times shortly after the initial installation and as needed thereafter. Key Operators shall be trained in the removal of simple misfeeds, the addition of supplies and toner, and the cleaning disciplines required of the specific MFD. They will also be instructed in the routine necessary to acquire service and be provided contact information. The information will clearly posted on each unit. Training for use of MFD embedded software shall be provided shortly after installation, and additional training and support for future enhancements will be provided.
Trainers will be certified by the manufacturer of the Equipment and/or developer of the software supplied through the Agreement. (See Master Contract, Exhibit (i), Terms Applicable to Non-University of California Entities)
15. Replacement of Canon Branded Equipment [MFDs and Laser Printers only] After a 90-day warranty period and until 36 months from the date of installation, or initial Lease term, if longer, , except due to operator error, for any MFD 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 model, at no cost to the user. This will take precedence over any other warranty or service maintenance clauses associated with this Agreement. Customers must maintain an uninterrupted maintenance agreement with CSA for replacement to apply past the initial 90- day warranty period. The Location Purchasing and/or MFD/Printer Fleet Management Program will review Customer requests for the application of this Section 15 and will decide 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 Customer with the device’s “Useful Life”. (See Master Contract, Exhibit (i), Terms Applicable to All Non-University of California Entities, Pg. 80, Sec 5.8)
16. Loaner Equipment
In the event that Equipment is inoperable for a period in excess of sixteen (16) consecutive business hours, Supplier will supply a loaner unit until the Equipment is restored to good working order. (See Master Contract, Exhibit (i), Terms Applicable to All Non-University of California Entities, Pg. 7, Sec 2.13) UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
17. General Indemnity
Supplier shall defend, indemnify, and hold harmless [Customer], its officers, employees, and agents, from and against all losses, expenses (including attorney’s fees), damages, and liabilities of any kind resulting from or arising out of this agreement and/or Supplier’s performance hereunder, provided such losses, expenses, damages, and liabilities are due or claimed to be due to the negligent or willful acts or omissions of [Supplier], its officers, employees, agents, subcontractors, or anyone directly or indirectly employed by them, or any person or persons under CFS’s direction and control. (See Master Contract, Purchasing Agreement, Pg. 7, Sec 15A)
18. Patent Indemnity [Canon-brand Equipment only]
Should the goods and/or services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to Customer of the circumstances giving rise to such claim or likely claim. In the event that Customer receives notice of a claim of infringement or is a party to or is threatened with being made a party to any claim of infringement related to the goods and/or services, Customer will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier’s sole election) (i) procure for Customer the right to continue to use the affected portion of the goods and/or services, or (ii) replace or otherwise modify the affected portion of the goods and/or services to make them non-infringing, or obtain a reasonable substitute product for the affected portion of the goods and/or services, provided that any replacement, modification or substitution under this paragraph does not effect a material change in the goods and/or services’ functionality. If none of the foregoing options is reasonably acceptable to Customer, Customer will have the right to terminate the Agreement without damage, penalty, cost or further obligation. (See Master Contract, Terms and Conditions of Purchase, pg. 14, Article 7(C))
19. Hard Drives
Customer acknowledges that the hard drive(s) on the equipment, may retain images, content or other data that Customer may store for purposes of normal operation of the equipment (“HD Data”). Customer acknowledges that Supplier is not storing HD Data on Customer’s behalf and that exposure or access to the HD Data by Supplier, if any, is purely incidental to the services performed by Supplier. Customer is solely responsible for the HD Data. The Equipment contains various security features that Customer can utilize to easily erase or dispose of stored data. (See Master Contract, Exhibit (i), Terms Applicable to NonUniversity of California Entities, pg. 105, Section 6.4)
20. Software
Installation/Implementation of Software may be at an additional charge and may be conditioned on Customer’s agreement to a separate statement of work or other document covering the scope and schedule of installation/implementation, configuration options, responsibilities of each party, and other matters, which shall solely govern as to the matters covered therein. Additional charges may apply for work beyond the initial scope described in such separate document. Support for Software is provided directly by the respective developers thereof and as set forth in each developer’s applicable separate support contract or terms of service and is not provided by CSA under this Agreement except as expressly provided herein.
Support for Software may require separate purchase by Customer of a support contract. The terms of support contracts for Software are available from the developers or will be provided to Customer by CSA upon request. Notwithstanding any provision in the support contract to the contrary, it shall automatically renew on an annual basis, subject to a price increase after the initial term. CSA shall make available to Customer from time to time upgrades and bug fixes for the Software, but: (i) only if such upgrades and bug fixes are provided to CSA by the developers of such Software, (ii) availability of upgrades and bug fixes UC OMNIA Partners Program Summary
Canon Solutions America, Inc.
Issued 8/5/21. Replaces all prior versions.
may be at additional charge, and (iii) installation of such upgrades and bug fixes by CSA if requested by Customer shall be at additional charge. Customer is not required to use CSA for installation of either Software or for 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 Software for so long as a CSA maintenance agreement for the related equipment remains in effect, except that for certain Software, Level 1 support shall be provided only if and so long as a separate software support contract for such Software from the developer thereof is in effect. Level 1 support consists of (i) providing help-line telephone assistance in operating the Software and identifying service problems and attempting to troubleshoot any such problems in the software; (ii) escalating operating problems to the available developer of the Software as needed to rectify such problems, including facilitating contact between Customer and the developer of the Software as necessary; and (iii) maintaining a log of such problems to assist in tracking the same. If Customer acquired uniFLOW, an authorized CSA representative may receive a print usage report for business reviews. (See Master Contract, Exhibit (i), Rider G, pg. 126)