Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-24-70-46-01
Multi-Function Devices and Related Software, Services, and Cloud Solutions Colorado NASPO ValuePoint Master Agreement Number 187646 Canon U.S.A., Inc. (Contractor)
This Participating Addendum Number 7-24-70-46-01 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Canon U.S.A., Inc. (hereafter referred to as "Contractor") under the lead state of Colorado NASPO ValuePoint Master Agreement Number 187646.
1. SCOPE
A. This Participating Addendum covers the purchase of Multi-Function Devices and Related Software, Services, and Cloud Solutions under the Colorado NASPO ValuePoint Master Agreement. The Colorado NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).
B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies.
C. Each local government is to make its own determination whether this Participating Addendum and the Colorado NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.
2. TERM
A. The term of this Participating Addendum shall begin August 1, 2024, or upon signature approval by the State whichever occurs later, and will end July 31, 2026, or upon termination by the State, whichever occurs first.
B. Lead state amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.
Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.
C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be after the Participating Addendum expiration date.
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C Participating Addendum 7-24-70-46-01
3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions - Information Technology (DGS PD-401 IT), effective 6/21/2022
2) General Provisions - Information Technology - Cloud Computing - Software as a Service (SaaS), effective 6/21/2022
3) Cloud Computing Special Provisions for Software as a Service (SaaS), effective 03/15/2018
B. Terms can be viewed on the DGS Procurement Division website
4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-24-70-46-01 2) Colorado NASPO ValuePoint Master Agreement Number 187646
5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Colorado NASPO ValuePoint Master Agreement Number 187646 are allowed under this Participating Addendum:
• Group A - Multi-Function Devices, A3 - OEM only
• Group B - Multi-Function Devices, A4 - OEM and Non-OEM • Group C - Production Equipment - OEM and Non-OEM
• Group D - Single-function Printers - OEM and Non-OEM
• Group E - Large/Wide Format Equipment - OEM and Non-OEM • Group F - Scanners - OEM and Non-OEM
• Group G - Software - OEM and Non-OEM
• Group H - Consumable Supplies - OEM and Non-OEM
• Group I - Managed Print Services
• Sub-Group G1 - Software Related Services
• Sub-Group C1 - Standalone Production Devices (cutters, sorters, binders) - OEM and Non-OEM
• Sub-Group C2 - Industrial Print Equipment - OEM and Non-OEM • Sub-Group D1 - Specialty Printers (3D, receipt, barcode label, card, cable) - OEM and Non-OEM
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77ECOC57AC8C Participating Addendum 7-24-70-46-01
6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES (STATE
AGENCIES ONLY)
A. The following restrictions apply to state agency purchases under this Participating Addendum:
1) Leasing and Rental Options
2) Products:
a) Remanufactured Equipment
b) Imaging equipment that is not Energy Star certified
c) Software containing "click wrap" agreements
d) Not Specifically Priced (NSP) items not listed or priced in NVP Price Lists 3) Services:
a) Mail Room Services
b) Network and Data Security
c) Records Management
B. Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.
7. PRICING
A. Contractor's pricing is outlined in the Colorado NASPO ValuePoint Master Agreement Number 187646.
B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Colorado.
8. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products and services offered under this Participating Addendum.
2) Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name.
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C Participating Addendum 7-24-70-46-01
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.
C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.
D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the Participating Addendum. Contractors shall notify the State in writing of any deleted Authorized Resellers or changes to current Authorized Resellers' information at any time.
E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.
F. State-approved Authorized Resellers will be posted on the State's Cal Procure website.
9. SUBCONTRACTORS
Subcontractors will not be used for this Participating Addendum.
10. ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is optional.
B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum. User Instructions are posted on the State's Cal Procure website.
C. All purchase orders executed under this Participating Addendum shall include the Participating Addendum Number 7-24-70-46-01.
11. STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery's State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217.
B. Contractor will be required to complete and return a Postconsumer Recycled- Content Certification form
(https://calrecycle.ca.gov/buyrecycled/stateagency/vendored/form74guide/) upon request by the state agency.
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C Participating Addendum 7-24-70-46-01
12. DELIVERY
A. Delivery shall occur within thirty (30) days after receipt of order, or as negotiated between ordering agency and Contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement.
B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency's receiving point.
13. INVOICING AND PAYMENT
A. Payment will be made in accordance with General Provisions - Information Technology Paragraph 30 (Required Payment Date).
B. Invoices shall be sent to the address identified in the ordering agency's purchase order. The Participating Addendum Number and ordering agency purchase order number shall appear on each invoice for all purchases placed under this Participating Addendum.
C. Contractor will accept the State of California credit card (CAL-Card) for payment of invoices.
14. USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity.
B. The State Contract Administrator reserves the right to modify Attachment A and require Contractor to provide additional order information during the course of this Participating Addendum.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox ([email protected]).
D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five (5) business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C Participating Addendum 7-24-70-46-01
F. Reports are due for each quarter as follows:
Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this Participating Addendum.
H. Time extensions may be approved only if all due reports have been submitted to the State.
15. ADMINISTRATIVE FEE
A. Contractor is required to remit to DGS an administrative fee amount equal to
1.25% of the sales for the quarterly reporting period less freight, taxes, returned products and credits. (For example, if the net sales for the reporting quarter totals $100,000.00, the incentive fee due to DGS would be $1,250.00.) B. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing.
C. The administrative fee shall not be invoiced or charged to the ordering agency.
D. Payment of the administrative fee is due irrespective of payment status from ordering agencies
E. Payment may be made in the form of an electronic payment using the LPA Payment Portal website (https://www.dgs.ca.gov/PD/Services/Page- Content/Procurement-Division-Services-List-Folder/Access-LPA-Payment-Portal) or by submitting a check payable to the State of California, Department of General Services.
F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address:
Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77ECOC57AC8C Participating Addendum 7-24-70-46-01
G. Administrative fee payments are due for each quarter as follows:
Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this Participating Addendum.
16. CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:
Contractor Contract Manager
Name: Samantha Owens
Phone: (631) 330-2754
Email [email protected]
Address: Canon U.S.A., Inc.
Attn: Samantha Owens
One Canon Park
Melville, NY 11747
B. The State Contract Administrator for this Participating Addendum shall be as follows:
State Contract Administrator
Name: Yolanda Tutt
Phone: (279) 946-8401
Email [email protected]
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten (10) business days after the change.
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C Participating Addendum 7-24-70-46-01
17. TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon thirty (30) days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible, and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.
18. AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.
19. NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Participating Addendum shall not be made without prior written approval from the State.
20. EXECUTIVE ORDER N-6-22 - RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Participating Addendum. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State.
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C Participating Addendum 7-24-70-46-01
21. GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING The State of California seeks to realize the potential benefits of GenAl, through the development and deployment of GenAl tools, while balancing the risks of these new technologies.
Upon request by an ordering agency, Contractor must complete a GenAl Reporting and Fact Sheet (STD 1000) to identify if their solution or service includes, or makes available, any GenAl including, GenAl from third parties or subcontractors.
During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAl technology, including GenAl from third parties or subcontractors.
Contractor shall immediately complete the GenAl Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAl technology.
At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAl technology that materially impacts functionality, risk or contract performance, until use of such GenAl technology has been approved by the State.
Failure to disclose GenAl use to the State and submit the GenAl Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAl and/or failure to submit the GenAl Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.
The State reserves the right to amend the contract, without additional cost, to incorporate GenAl Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.
If Contractor identifies GenAl in their solution, a copy of the STD 1000 must be submitted to the State Contract Administrator.
Docusign Envelope ID: AD21700F-C99B-4239-BBDE-77EC0C57AC8C Participating Addendum 7-24-70-46-01
22. AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.
B. By signing this Participating Addendum, Contractor agrees to offer the same products/services available on the Colorado NASPO ValuePoint Master Agreement Number 187646, at prices equal to or lower than the prices on that agreement.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Canon U.S.A., Inc.
Agency Name Contractor Name
Digitally signed by Julie - Docusigned by:
Julie Matthews
Matthews Date: 2024.08.15 17:31:03 8/15/2024 Mason Olds 8/14/2024 -07'00'
Authorized Signature Date Signed Authorized Signature Date Signed Julie Matthews, MAU2 Supervisor Mason Olds, EVP
Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street
West Sacramento, CA 95605 One Canon Park, Melville, NY 11747 Address Address