CITY OF SIMI VALLEY
MEMORANDUM
July 21, 2025
TO: City Council
FROM: Department of Administrative Services
SUBJECT: AWARD A PURCHASE ORDER TO CANON FINANCIAL SERVICES, INC.
FOR THE LEASE OF TWO MULTI -FUNCTION DEVICES, UTILIZING A
COOPERATIVE MASTER AGREEMENT, AND AWARD OF FULL
SERVICE AND MAINTENANCE CONTRACT TO DOCUPRODUCTS, INC.
FOR THE PRINT SHOP, BOTH FOR A TERM OF 60 MONTHS
STAFF RECOMMENDATION
It is recommended that the City Council:
1. Award a Purchase Order to Canon Financial Services, Inc. (Canon) for the lease of two (2) multi -function devices for the Print Shop, utilizing the National Association of State Procurement Officials (NASPO) ValuePoint Cooperative Purchasing Program, Master Agreement 187646, for a term of 60 months, through July 2030, with a not-to-exceed amount of $193,058; and
2. Award the full service and maintenance contract to DocuProducts, Inc. (DocuProducts) for a term of 60 months, through July 2030, with a not -to-exceed amount of $150,000; and
3. Authorize the City Manager or designee to execute subsequent contract amendments, in a form approved by the City Attorney, to incorporate future budgeted funds as approved by the City Council for the contract, and extend the contract for up to an additional 60 months.
BACKGROUND AND OVERVIEW
The City has been using Canon multi -function devices (MFDs) at its Print Shop since August 2019, obtained through an authorized reseller, DocuProducts, and via the National Association of State Procurement Officers (NASPO) California Contract 3091 for a 36-month term. In August 2022, the MFDs were renewed, and a new lease contract was entered into for an additional 36-month term. This lease is set to expire on September 30, 2025, but will be replaced with the new agreement as of August 1, 2025.
The Print Shop expressed its satisfaction with the features and performance of Canon’s MFDs, as well as with DocuProducts’ expertise and exceptional customer service. Their responsiveness in servicing, maintaining, and troubleshooting the machines ensures the City’s needs are consistently met . The impact of having reliable and high- quality MFDs, as well as DocuProducts’ accessibility and quick response times on service, enables the Print Shop to fulfill approximately 90 graphic and print requests from across the City each
AGENDA ITEM NO.
Consent (6)
month, averaging 49,066 black and white and colored copies . The Print Shop also anticipates growing demand for printing services driven by increased community outreach for City services, including new branding campaigns, recruitment efforts, and public safety initiatives, as well as expanded programming at the Cultural Arts Center, Senior Center, Youth Employment Services, and Youth Council, among others. For these reasons, the Print Shop desires to continue using Canon MFDs and maintain a service and maintenance agreement with DocuProducts.
FINDINGS AND ALTERNATIVES
The City may utilize the State of Colorado and Canon U.S.A., Inc. , NASPO ValuePoint Cooperative Purchasing Program , Master Agreement Number 187646 (Attachment A) , and State of California Participating Addendum Number 7- 24-70-46-01 (Attachment B) (collectively referred to as the Canon Cooperative Agreement) to lease the MFDs through an authorized reseller, DocuProducts, for either a 36-month or a 60-month term.
Following a comprehensive analysis (Attachment E), staff determined that it is in the City’s best interest to lease the MFDs under the Canon Cooperative Agreement for 60 months for the following reasons:
1) T
he Canon Cooperative Agreement enables the City to leverage competitive solicited pricing and terms that have already been vetted by another public agency through a competitive process, thereby saving time, cost, and resources compared to conducting its own competitive bid process.
2) The flexibility and scalability of the lease, as outlined in the Canon Cooperative Agreement, allow the City to tailor its terms based on its operational and budgetary needs.
3) The City will benefit from savings at a locked rate for the next 60 months, avoiding potential cost increases that may result from market volatility at the end of a 36- month lease.
4) Given the MFDs' extended life expectancy (8 –10 years), the Print Shop will maintain operational continuity without the disruption of having to transition to new equipment or retrain staff after just 36 months; and
5) There will be minimal time and effort spent on replacement logistics, as the equipment will remain in place for an extended period.
T
herefore, Staff recommends the issuance of a Purchase Order to Canon for the MFDs, for a term of 60 months, commencing August 1, 2025, and ending July 31, 2030, with a not-to-exceed amount of $193,058 (Attachments C-D).
A
s the authorized reseller, DocuProducts provides full -service and maintenance of the MFDs, which include parts, labor, toner, drums, preventive maintenance, and per -copy costs. The per -copy pricing is $0.039 for color copies and $0.0039 for black and white copies produced on the color MFDs. The same rate of $0.0039 applies to copies made on the black and white MFD. These pricings will be locked for the first 24 months of the contract and will be subject to an annual increase of less than 10% thereafter. Al though the actual per -copy cost will depend on usage, the City has incurred costs between $2,000 and $2,100 per month. In anticipation of any ancillary, incidental, and/or additional costs, staff recommends awarding the service and maintenance contract to DocuProducts for a term of 60 months, beginning August 1, 2025, through July 31, 2030, in an amount not to exceed $150,000 (Attachments C-D). Sufficient funding is available 2 in the Fiscal Year 2025- 26 budget, as approved by the City Council, to support the recommended contracts for the lease and maintenance of the Print Shop MFDs. A similar budget request will be submitted for the remainder of the lease term in future fiscal years.
It is important to note that the Citywide MFD lease and maintenance contracts are set to expire on November 30, 2026. Accordingly, staff will conduct a similar analysis of those devices and associated services as part of the Fiscal Year 2026- 27 annual budget process and will return to the City Council with a recommendation for contract award at that time.
The following alternatives are available to the City Council:
1. A
ward a Purchase Order to Canon Financial Services, Inc. (Canon) for the lease of two (2) MFDs for the Print Shop, utilizing the National Association of State Procurement Officials (NASPO) ValuePoint Cooperative Purchasing Program , Master Agreement 187646, for a term of 60 months, through July 2030, with a not- to-exceed amount of $193,058; and
2. A
ward the full service and maintenance contract to DocuProducts, Inc. (DocuProducts) for a term of 60 months, through July 2030, with a not -to-exceed amount of $150,000; and
3. A
uthorize the City Manager or designee to execute subsequent contract amendments, in a form approved by the City Attorney, to incorporate future budgeted funds as approved by the City Council for the contract, and extend the contract for up to an additional 60 months.
4. P
rovide staff with additional direction.
S
taff recommends Alternatives 1 through 3.
SUGGESTED CITY COUNCIL MOTION
I
move to award a Purchase Order to Canon for the multi -function devices for a term of 60 months, with a not -to-exceed amount of $193,058, award the full service and maintenance contract to DocuProducts for a term of 60 months, with a not -to-exceed amount of $150,000, and to authorize the City Manager to execute subsequent contract amendments, incorporate future budgeted funds, and extend the contract for up to an additional 60 months.
3 SUMMARY
T
he City has been using Canon MFDs at its Print Shop since 2019 and was renewed in August 2022 for an additional 36 months. The lease is set to expire on September 30, 2025. The Print Shop aims to continue using Canon MFDs and maintain its business relationship with DocuProducts for various reasons. The City may use the Colorado NASPO ValuePoint Master Agreement Number 187646 and State of California Participating Addendum Number 7-24-70-46-01 to lease the MFDs through an authorized reseller, DocuProducts, for a 60- month term. Therefore, City staff recommends the City Council award of a Purchase Order to Canon for the MFDs for a term of 60 months, with a not-to-exceed amount of $193,058; award the full service and maintenance contract to DocuProducts for a term of 60 months, with a not-to-exceed amount of $150,000; and to authorize the City Manager to execute subsequent contract amendments, incorporate future budgeted funds, and extend the contract for an additional 60 months.
C arolyn Johnson
Administrative Services Director
P
repared by: Maria R. Mondala-Duncan, Senior Management Analyst INDEX Page
A
ttachment A - Colorado NASPO ValuePoint Master
Agreement Number 187646 ........................................................... 5 Attachment B - State of California Participating Addendum Number 7-24-70-46-01 ................................................................. 86 Attachment C - DocuProducts Equipment Order and Service Contract Agreement ..................................................................... 96 Attachment D - Schedule of Fees ................................................ 100 Attachment E - Cost Analysis ....................................................... 101 4 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1 NASPO ValuePoint Master Agreement Terms and Conditions
For Multi-Function Devices and Related Software, Services and Cloud Solutions
A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration
State Purchasing & Contracts Office
1525 Sherman Street, 5th Floor
Denver, Co 80203
And
Canon U.S.A., Inc.
One Canon Park
Melville, NY 11747
Master Agreement Number: _187646_______
ATTACHMENT A
5 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2 Contents
MASTER AGREEMENT TERMS AND CONDITIONS ............................................................................. 3 I. Definitions ............................................................................................................................... 3 II. Parties and Term of the Master Agreement ............................................................................ 7 III. Order of Precedence ............................................................................................................... 8 IV. Participants and Scope ........................................................................................................... 8 V. NASPO ValuePoint Provisions .............................................................................................. 10 VI. Pricing, Payment & Leasing .................................................................................................. 13 VII. Ordering ................................................................................................................................ 14 VIII. Shipping and Delivery ........................................................................................................... 17 IX. Inspection and Acceptance ................................................................................................... 18 X. Warranty ................................................................................................................................ 19 XI. Equipment Title ..................................................................................................................... 20 XII. Indemnification ...................................................................................................................... 21 XIII. Insurance .............................................................................................................................. 22 XIV. General Provisions ................................................................................................................ 24 SIGNATURE PAGE ............................................................................................................................... 30 EXHIBIT A – STATEMENT OF WORK .................................................................................................. 31 I. Product Overview .................................................................................................................. 31 II. Master Agreement Deliverables ............................................................................................ 32 III. Purchase and Lease Programs ............................................................................................. 44 IV. Contractor Responsibilities and Tasks .................................................................................. 50 EXHIBIT B – SAMPLE D&A CERTIFICATE .......................................................................................... 59 EXHIBIT C – AUTHORIZED DEALER FORM ....................................................................................... 60 EXHIBIT D – AUTHORIZED DEALERS BY STATE .............................................................................. 61 EXHIBIT E – SAMPLE MPS STATEMENT OF WORK ......................................................................... 62 ATTACHMENT 1 – CANON LEASE AGREEMENT .............................................................................. 65 ATTACHMENT 2 – CANON MAINTENANCE AGREEMENT ................................................................ 69 ATTACHMENT 3 – CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS ..................... 72 ATTACHMENT 4 – CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT .................. 75 ATTACHMENT 5 – CANON DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT MASTER SERVICES AGREEMENT TERMS AND CONDITIONS ....................................................... 80
6 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3
MASTER AGREEMENT TERMS AND CONDITIONS
I. Definitions
1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes.
1.2 A4 MFD – A Multi-function Device which is designed to handle letter, leg al and some smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device.
1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advi sing Contractor that the Device has passed its Acceptance Testing. Acceptance o f a Product for which Acceptance Testing is not required shall occur following the co mpletion of delivery, installation, if required, and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section IX of this Master Agreement.
1.4 Accessory – A compatible item that is added to the Base Unit to enhance it s capabilities and functions.
1.5 Attachment – Contractor’s Supplemental Documents which consist of the following:
1.5.1 Attachment 1 – Canon Lease Agreement
1.5.2 Attachment 2 – Canon Maintenance Agreement
1.5.3 Attachment 3 – Canon Sample MPS Agreement Terms and Conditions
1.5.4 Attachment 4 – Canon Sample MPS Customer Expectations Document
1.5.5 Attachment 5 – Canon Digital Press Production and Large Format Equipment Master Services Agreement Terms and Conditions
1.6 Authorized Dealer – The Manufacturer’s authorized sales and Service center (also known as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the Manufacturer’s Products, and perform machine installation and maintenance on Devices offered by the Manufacturer. A Purchasing Entity must be able t o, at a minimum, visit the sales and service center to view and test Device.
1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Producti on Devices that include all standard Accessories and parts and excludes optiona l Accessories and/or software.
1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on one or more Devices and calculating one rate that a customer wi ll be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run.
1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.
1.10 Business Day – Any day other than Saturday, Sunday, or a legal holiday.
1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments.
1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that involves the return of the Device by the Purchasing Entity to C ontractor, in good working
7 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4 condition (ordinary wear and tear excepted), and consists of an y current and past due amounts, plus the remaining stream of Device Payments.
1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be referred to as a $1 Buyout Lease and title of the Device will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. However, it will be at the discretion of the Participating State or Entity as to whether other criteria will also be considered, such as a bargain purchase option, a lease term longer than 75% of the estimated economic life of the Device, or the present value of the lease payments is greater than 90% of the fair market value of the Device at the beginning of the Initial Lease Term, or any other legal requirements relating to a Capital Lease.
1.14 Ceiling Pricing - Pricing that is es tablished as a “not-to-exceed” amount; the maximum price Contractor may charge for Products, Services, and Supplies.
1.15 Contractor - A party to this Master Agreement, whether a person or entity , that delivers goods or performs services under the terms set forth in this Master Agreement.
1.16 Coterminous - Two or more leases that end at the same time. The original lease payment is modified to reflect the addition of a new Device or Accessor y. The original term of the lease is not modified as a result of a Coterminous addition.
1.17 Deliverable - A Product, Service, solution, result, labor, or other effort being sought through this RFP.
1.18 Device - The Base Unit, either with or without optional Accessories a nd/or software. May also be referred to as “Equipment.”
1.19 Device Downtime - The period of time that a Device is not operational and is waiting for Service to be completed.
1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and maintenance.
1.21 Device Trade-In - An agreed upon transaction between the Purchasing Entity and Contractor, in which Contracto r takes ownership of Purchasing Entity’s owned Device, often for a discounted amount.
1.22 Device Upgrade or Downgrade - A replacement of the Purchasing Entity’s existing leased Device, with a different Device, of either greater or lesser va lue. A new lease is then originated for the new Device, with the remaining lease payment s on the old Device wrapped into it. The old lease is closed out, and the Device is returned to Contractor.
1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates and selects Device according to a list of preferred environment al attributes. EPEAT registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment of Imaging Device, as amended.
1.24 Embedded Software - One or more software applications which permanently reside on a computing Device.
1.25 Energy Star - The U.S. Environmental Protection Agency’s standard for energy efficiency.
1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1) Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renew al Term for the Device, or 3) Return the Device to Contractor at the end of the Initial Lease Term.
8 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5
1.27 Free on Board (FOB) Destination - Contractor is responsible for transportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity’s specified location.
1.28 Group - The classification for the different types of Devices solici ted in this RFP. Groups are determined by the Devices primary functions and/or capabilities.
1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) t hat a Purchasing Entity enters into a lease agreement.
1.30 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar p roprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
1.31 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of output options.
1.32 Lead State - The State centrally administering any resulting Master Agreemen t(s) who is a party to this Master Agreement.
1.33 Legacy Device – A Device that was purchased, leased, or rented either under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means.
1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purch ased, leased or rented Devices.
1.35 Managed Print Services (MPS) - The management, service, and support of the Purchasing Entity’s entire enterprise and output infrastructure of printed materials, with the objective of creating a solution that improves the print process and reduces the expense of printed material.
1.36 Manufacturer - A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Device. Also referred to as Contractor.
1.37 Manufacturer’s Suggested Retail Price (MSRP) - The list price or recommended retail price of a Product in which the Manufacturer recommends that the retailer sell the Product.
1.38 Master Agreement - The underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor , as now or hereafter amended.
1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other.
1.40 NASPO ValuePoint - A division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint fa cilitates administration of the NASPO cooperative group contracting consortium of state chief p rocurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to c ollecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.
1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented, leased, sold, or used in a demonstration, and are currently being marketed by the Manufacturer.
9 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 6
1.42 Normal Business Hours – Defined as the hours between 8AM and 5PM, Monday through Friday, holidays excluded.
1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are not listed in the Master Agreement Price List(s). NSP’s may include Coin -Op equipment, empowering software etc.
1.44 OEM – The Original Equipment Manufacturer.
1.45 Order - Any type of encumbrance document or commitment voucher, incl uding, but not limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement, lease agreement, etc. used by a Purchasing Entity to order the Products and Services.
1.46 Participating Addendum – A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements ( e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).
1.47 Participating Entity - A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.
1.48 Participating State - A state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum.
1.49 Power Filter - An electronic filter which is placed between an external powe r line and a Device for the purpose of removing frequencies or electromagnetic interference.
1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a satisfactory operating condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects.
1.51 Private Label - Devices that are manufactured by one company and sold under a retailer’s brand name.
1.52 Production Device - A high-speed, high-quality printing Device that typically has advanced finishing functionality.
1.53 Product – Devices, Accessories, parts, software, and/or Supplies provide d by Contractor pursuant to the Master Agreement.
1.54 Published Price – The price that is posted on the Manufacturer’s website or in their pricing literature (e.g. not the Master Agreement contract price).
1.55 Purchasing Entity - A state (as well as the District of Columbia and US territori es), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.
1.56 Refurbished - A Device which has received extensive maintenance and/or min or repair, including the replacement of all standard parts subject to wear during the normal course of use. For the purpose of this RFP and resulting Master Agreement (s), Refurbished Device shall not have more than 750,000 original copies on it. In addition, Refurbished Device must only contain OEM parts. Refurbished Device must be certified by the Manufacturer.
1.57 Remanufactured - The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleani ng, repairing or replacing it in a manufacturing environment and then reassembling and tes t i n g i t , s o t h a t i t w i l l
10 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 7 operate like a new Device. Remanufactured Device must be certified by the Manufacturer.
1.58 Renewal Term - A lease term that supersedes the Initial Lease Term, and whi ch a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor.
Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the Useful Life of the Device. Capital Leases are excluded from going into renewal.
1.59 Response Time - The time from when the original Service Call is placed with the Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing Entity’s location.
1.60 Scanner - A Device that scans documents and converts it into digital data.
1.61 Segment - The various speeds that Devices are categorized by.
1.62 Services – The labor required to be performed by Contractor pursuant to the Master Agreement or an Order. Services may include, but are not limite d to, maintenance, MPS and software installation.
1.63 Service Base Location - The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians.
1.64 Service Call - An on-site Service technician visit due to Device error or malfunction.
1.65 Single-function Printer - An inkjet or laser Device that only prints and is not capabl e of other functions such as copying, faxing or scanning.
1.66 Straight Lease - A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Initial Term.
1.67 Supplemental Documents – With the exception of software, end-user and click-wrap agreements, Contractor’s Supplemental Documents are the only authorized documents under this Master Agreement and are attached hereto as Attachments.
1.68 Supplies - Consumable items that gets used up or are discarded once use d, such as ink cartridges.
1.69 Third Party – A person or entity that may be directly involved, but is not a principal to an arrangement, contract, deal, lawsuit, or transaction.
1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes.
1.71 Useful Life - Period during which a Device is expected to be usable for th e purpose in which it was manufactured.
II. Parties and Term of the Master Agreement
2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administrat ion, State Purchasing & Contracts Office (hereinafter called the “Lead State”), and Canon U.S.A., Inc. (hereinafter called “Contractor”), for the procurement of A3 MFD’s, A4 MFD’s, Production Equipment, Single-function Printers, Large/Wide Format Equipment, Scanners, Software, Consumable Supplies, Managed Print Services, Software Related Services (in cluding cloud-based offerings and web-based fleet management tools), Standalone Pro duction Devices, Industrial Print Equipment, and Specialty Printers as approved per this Master Agreement, for the benefit of Participating States, Entity’s, and Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions contained herein.
11 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 8
2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective date of August 1, 2024. The term of this Master Agreement may b e amended beyond the initial term for up to three (3) consecutive one (1) year addit ional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years.
2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever wit hout prior written agreement of the Lead State and Contractor.
III. Order of Precedence
3.1 Order. This Master Agreement will consist of the following documents:
3.1.1 A Participating Entity’s Participating Addendum (“PA”);
3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;
3.1.3 An Order issued against the Master Agreement;
3.1.4 The Solicitation, RFP-NP-23-001 , Multi-Function Devices and Rel ated Software, Services and Cloud Solutions;
3.1.5 Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and
3.1.6 Contractor’s Supplemental Documents, which are included as Attachments.
3.2 Conflict. These documents will be read to be consistent and complementar y. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.
3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modif y, or otherwise derogate any provisions in this Master Agreement b etween the Lead State and Contractor. Participating Addenda will not include a term o f agreement that exceeds the term of the Master Agreement, nor will it include Products and Services not awarded under the Master Agreement.
IV. Participants and Scope
4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed.
4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to th e extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the co nsent of the Purchasing
12 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9 Entity and Contractor, may be included in the ordering document ( e.g., purchase order or contract) used by the Purchasing Entity to place the Order.
4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or oth er entities permitted to participate may use an informal competitive process to determin e which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.
4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate databases.
4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum.
4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitatio n or Contractor’s proposal as accepted by the Lea d State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.
4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have t he same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, inc luding but not limited to any indemnity or right to recover any costs as such right is define d in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agree ment. This limitation does not preclude publication about the award of the Master Agreemen t or marketing activities consistent with any proposed and accepted marketing plan.
13 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 10
4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating En tity, or any Purchasing Entity’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent.
V. NASPO ValuePoint Provisions
5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The te rms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement.
5.2 Administrative Fees
5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the e nd of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Admini strative Fee is not negotiable. This fee is to be included as part of the prici ng submitted with a vendor’s response to the Lead State’s solicitation.
5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage Based or Life Cycle Service and Supply sales. This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month.
5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a piece of Equipment and the actual amount of Service and Supply costs required to operate that Equipment over its Useful Life. Therefore, to simplify the reporting process and remove the burden to capture the actu al Service and Supply costs, the Contractor may report as follows:
5.2.1.2.1 Purchased Equipment: Contractor shall report the actual amount invoiced (less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as “Life Cycle Service and Supplies,” or an actual amount and identified as “Usage Based Service and Supplies,” providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor’s Detailed Sales Report, for each item sold, there will be two-line items:
one for the piece of Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the Equipment.
5.2.1.2.2 Leased Equipment: Contractor may report sales according to the Purchased Equipment methodology described above, or they may report the actual amount invoiced (less any taxes) for the lease during the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as “Life Cycle Service and Supplies,” or an actual amount and identified as “Usage Based
14 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11 Service and Supplies.” Thus, in the Contractor’s Detailed Sales Report, for each item leased or rented, there will be two-line items: one for the invoice amount to the customer for the Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the invoiced Equipment.
5.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor directly to the state on purchases made by Purchasin g Entities within that state. For all such requests, the fee rate or amount, paym ent method, and schedule for such reports and payments will be incorporated int o the applicable Participating Addendum. Unless agreed to in writing by the stat e, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
5.3 NASPO ValuePoint Summary and Detailed Usage Reports
5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for whi ch Contractor has invoiced the ordering entity or individual, including Order s invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participa ting Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, i ncluding those related to the format, contents, frequency, or delivery of repo rts, may be updated by NASPO ValuePoint with reasonable notice to Contractor and wi thout amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable righ t to display, modify, copy, and otherwise use reports, data, and information provided under this section.
5.3.2 Summary Sales Data. “Summary Sales Data ” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporti ng tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASP O ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
5.3.3 Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO V aluePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than t h i r t y ( 3 0 ) d a y s f o l l o w i n g t h e e n d o f t h e q u a r t e r . D e t a i l e d S a les Data shall be reported in the format provided in the Solicitation or provided b y N A S P O ValuePoint. The total sales volum e of reported Detailed Sales D ata shall be consistent with the total sales volume of reported Summary Sales Data.
5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product info rmation and
15 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12 specific attributes thereof for the purpose of standardizing an d analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the app ropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must in clude Contractor’s part number or SKU for each Product in Contractor’ s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eig ht-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to t his Master Agreement. Contractor shall work in good faith with NASPO Value Point to keep Crosswalks updated as Contractor’s customer lists and product catalog change.
5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that include s but is not limited to a list of states with an active Participating Addend um, states with which Contractor is in negotiations, and any Participating Addendum r oll-out or implementation activities and issues. NASPO ValuePoint and Cont ractor will determine the format and content of the executive summary.
5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature o f N A S P O ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement.
5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as Participating Addendums are executed, provide plans to launch t he program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Par ticipating Entity and eligible Purchasing Entities.
5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO Value Point, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, market ing materials, Contractor reporting, and timeliness of payment of administration fees.
5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint.
5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contrac tual most- favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor
16 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 13 shall provide a copy of any such provisions.
5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor’s Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three c onsecutive quarters, upon 60- calendar day written notice to the Contractor. Cancellation bas ed on nonuse or under- utilization will not occur sooner than [two years] after execut ion of the Master Agreement.
This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to c ancel the Master Agreement under applicable laws.
5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territor ial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.
5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.
VI. Pricing, Payment & Leasing
6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement represent the not-to-exceed (“celling”) price to any Purchasing Entity.
6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of the Master Agreement, including any renewal terms, however; Con tractor may increase its discount percentage at any time. The Lead State mu st be notified of any such discount percentage increase, and provided with a copy of the new Price List(s).
6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must include all shipping, delivery, and installation costs associat ed with the Products.
Excess installation charges however, may be billable. Refer to section IV.E.5 of Exhibit A, Statement of Work, for more information.
6.1.3 Price Lists received after the 1st day of the new quarter may n ot be approved for up to thirty (30) days following submission. In addition, error s in Contractor Price Lists may delay the approval process further.
6.1.4 Contractor may update their lease rates once per quarter by pro viding the Lead State with documentation regarding said rate changes. Updates to lease rates will not be permitted until 8/1/2025.
6.1.5 Pricing shall remain firm during the first twelve (12) months o f the Master Agreement (e.g. 8/1/2024 – 7/31/2025). Contractor may then update their pricing
17 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14 once per calendar year . All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase. While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State’s sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans.
6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint.
Contractor shall then update all applicable websites with the n ew Price Lists after the NASPO ValuePoint website has been updated. Contractor is no t permitted to send Price List updates directly to NASPO ValuePoint.
6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing.
Contractor must provide the Parti cipating State or Entity with their pricing breakdown which enables the Participating State or Entity to ea sily compare the pricing in the CPC structure against the pricing in the Master Agreement.
6.1.8 Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must n otify the Participating State or Entity of special state-wide promotional discounts.
6.1.9 No retroactive adjustments to prices or rates will be allowed.
6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Or der, Payment after Acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card with no additional charge.
6.3 Leasing or Alternative Financing Methods . The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A, Statement of Work, contains Leasing provisions; however, it shall be at the disc retion of each Participating State or Entity to accept these terms, reject the se terms, or further negotiate the terms with the Contractor, as long as those negotiations don’t fall outside the original scope of the RFP or the Master Agreement.
For example: The maximum lease term on Group A Devices is 60 months; Contractor is not permitted to offer a lease term in excess of this.
VII. Ordering
7.1 Order Numbers. Purchase Order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.
7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Mas ter Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and
18 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15 policies. The Purchasing Entity may in its sole discretion dete rmine which Master Agreement Contractors should be solicited for a quote. The Purc hasing Entity may select the quote that it considers most advantageous, cost, and other factors considered.
7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appro priate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.
7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum.
7.5.1 Orders must be placed pursuant to this Master Agreement prior t o the termination date thereof, but may have a delivery date or performance perio d up to 120 days past the then-current termination date of this Master Agreement.
7.5.2 Notwithstanding the previous, Ord ers must also comply with the terms of the applicable Participating Addendum, which may further restrict t he period during which Orders may be placed or delivered.
7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Or ders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termin ation of this Master Agreement, or in any manner inconsistent with this Master Agreement’s terms.
7.5.5 Orders for any separate indefinite quantity, task order, or oth er form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, n otwithstanding the term of any such indefinite delivery order agreement.
7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or Entity, all Orders pursuant to this Master Agreement, may contain the following:
7.6.1 Name of Purchasing Entity;
7.6.2 The name, phone number, and address of Purchasing Entity representative;
7.6.3 Order date;
7.6.4 Description of the Product and/or Service ordered;
7.6.5 Model number;
7.6.6 Price;
7.6.7 The Master Agreement number; and
7.6.8 Any additional information required by the Participating State or Entity.
7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess any additional charges or fees for processing payments via this method.
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7.8 At the discretion of the Participating State or Entity, Contrac tor shall have the ability to provide a centralized billing option.
7.9 Authorized Dealers shall have the ability to invoice a Purchasi ng Entity directly, unless otherwise specified by a Participating State or Entity.
7.10 With the exception of drop-shipped items, Contractor and/or Aut horized Dealers shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX.
7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum.
7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame.
7.13 All software Orders shall reference the Manufa cturer’s most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version.
7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order.
7.15 Contractor and/or Authorized Dealers shall have a process in pl ace for resolving disputed invoices, including escalation procedures. In addition, Contrac tor and/or Authorized Dealers shall have a process in place for issuing refunds or credits due to invoicing errors, as well as over-payments and Product returns.
7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an Order through an internet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware, software, backup-capacity and network c onnections required to operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere to the following requirements:
7.16.1 The internet-based portal or electronic catalog shall clearly d esignate that the Products are part of the NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity’s designated web location;
7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed;
7.16.3 If Contractor’s electronic catalog will either be hosted on or accessed through the Participating State’s eCommerce system, then Contrac tor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system;
7.16.4 All information made available through the Participating State or Entity’s eCommerce system is accurate and complies with the Master Agreement and the Participating Addendum; and
7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating State or Entity upon request.
7.17 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchas ing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.
7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out-of- stock item. Contractor’s
20 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 17 request to substitute shall exp lain how the substituted Product compares with the out-of- stock item. Any substitute Product offered must be on the Contractor’s Master Agreement Price List.
7.19 Contract Provisions for Orders Utilizing Federal Funds . Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal fund s may have additional contractual requirements or certifications that must be satisfi ed at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
7.20 Supplemental Documents . All Attachments to this Master Agreement have been reviewed and negotiated by the Lead State only to the extent th at they comply with the terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating States and Entities are still advised however, to review each Supplemental Document and negotiate the terms and conditions further with Contractor if n ecessary. It shall be at the discretion of Contractor and Purchasing Entity to determine whi ch Supplemental Documents are appropriate for each Order type. With the excepti on of End User License Agreements (EULA’s), clickwrap agreements, and a ny third party software agreements, which have not been reviewed or negotiated by the Lead State, n or are they attached to this Master Agreement, only the Supplemental Documents attached to this Master Agreement are permitted to be used for any Order placed.
VIII. Shipping and Delivery
8.1 Shipping Terms. With the exception of Group C and Sub-Groups C1 and C2 Devices, all Products must be shipped F.O.B. destination, standard freight p re-paid by the Contractor, to the Purchasing Entity’s specified location, unless otherwise indicated in a Participating Addendum. Group C and Sub-Groups C1 and C2 shipping charges sha ll be quoted to the Purchasing Entity prior to Order confirmation.
8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor’s until the Purchasing Entity has taken possession of the Device, at which point responsibility will pass to the Purchasing Entity e xcept as to latent defects, fraud, and Contractor’s warranty obligations.
8.2 Available Products . Devices that are in-stock or otherwise not subject to supply- chain shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order, unless otherwise specified by the Purchasing Entity.
8.3 Required Updates . Contractor shall provide a minimum of semi-monthly updates to the Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on backorder.
8.4 Software Installation . Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order.
8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. The Purchasing Entity shall not be responsible for any additional charges should the Contractor fail to observe specific delivery days and receiving hours. The delivery days and delivery hours shall be established by each individual Purchasing Entity upon Order placement.
8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop D evices,
21 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18 shall be made to the interior location specified by the Purchas ing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibilit y of the Contractor. If damage does occur, it is the responsibility of the Contractor to immed iately notify the Purchasing Entity placing the Order.
8.7 Packaging. Products shall be packaged and labeled so as to satisfy all leg al and commercial requirements applicable for use by any Purchasing En tity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity.
IX. Inspection and Acceptance
9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations.
9.2 Applicability. Unless otherwise specified in the Participating Addendum, or o rdering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code.
9.3 With the exception of drop-shipped Devices, Purchasing Entity s hall confirm delivery, installation and Acceptance of all Devices covered by each purchase or lease Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample D&A Certificate , which shows Acceptance of the Device(s) and allows Contractor t o invoice for the Device(s).
9.4 Purchasing Entity agrees to sign and return the D&A to Contract or (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Device is installed, or as otherwise stated in a Participating Addendum.
9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; however, it d oes not relieve the Contractor of liability for material (nonconformity that substa ntially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable com mercial code, and the Contractor shall be liable for any resulting expense incurred b y the Purchasing Entity in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked.
9.6 Inspection. All Devices are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lea d Sta te, or t o any oth e r authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, complian ce, and/or quality assurance requirements under this Master Agreement.
9.6.1 Devices that do not meet specifications may be rejected. Failur e to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use.
9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for an y resulting expense incurred by the Purchasing Entity related to the preparation an d shipping of Device
22 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19 rejected and returned, or for which Acceptance is revoked.
9.7 Failure to Conform. If any Services do not conform to contract requirements, the Purchasing Entity may require th e Contractor to perform the Ser vices again in conformity with contract requirements, at no increase in Order amount. Whe n defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of Services performed.
9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertain whether the Device meets the standard o f performance or specifications prior to Acceptance by the Purchasing Entity.
9.8.1 The Acceptance Testing period will be thirty (30) calendar days , unless otherwise specified, starting from the day after the Device is delivered or, if installed by Contractor, the day after the Device is installed and Contracto r certifies that the Device is ready for Acceptance Testing.
9.8.2 If the Device does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the sta ndard of performance is met.
9.8.3 Upon rejection, the Contractor will have thirty (30) calendar days to cure. If after the cure period, the Device still has not met the standard of perfo rmance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Device from Contractor at no additional cost to Purchasing Entity; or, (c) continue th e cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.
9.8.4 Contractor shall pay all costs related to the preparation and s hipping of Device returned pursuant to the section.
9.8.5 No Device will be deemed Accepted and no charges will be paid u ntil the standard of performance or specification is met.
X. Warranty
10.1 Applicability. Unless otherwise specified in the Master Agreement, Participat ing Addendum, or ordering document, the terms of this section X will apply.
10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum of ninety (90) days for purchase and leased Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufa ctured and/or Refurbished Devices.
10.3 Devices that are sold under the r esulting Master Agreement will come with the standard features as published on the Manufacturers website, and will no t deviate from the stated specifications.
10.4 Devices shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve.
10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection.
23 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 20
10.6 Replacement of Devices shall be on a like-for-like basis and sh all be at no cost to the Purchasing Entity.
10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.
10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90) days. Significant failure shall be deter mined by the Participating State.
10.9 Contractor warranty obligations shall not apply if:
10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer;
10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device; and
10.9.3 The Device is relocated to any place where Contractor Services are not available.
10.10 Contractor agrees to perform its Services in a professional man ner, consistent with applicable industry standards.
10.11 It will be at the discretion of each Participating State or Ent ity to negotiate additional warranty requirements with the Contractor.
10.12 Lemon Clause
10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under the Contractor’s Master Agreement.
10.12.2 This clause shall not apply if (a) Supplies or parts are used in the Devices that were not manufactured, provided, or authorized by the Contractor, (b) Service was provided by someone other than Contractor or their Authorized Dealer, or (c) The Device has been subject to abuse or neglect by Purchasing Entity.
10.12.3 The application period is thirty-six (36) months from the date of Acceptance.
10.12.4 This clause shall take precedence over any other warranty or Se rvices clauses associated with the Contractor’s Master Agreement, or as specified by a Participating State or Entity in their Participating Addendum.
10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past th e initial ninety (90) day warranty.
10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer’s published performance specifications, four (4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a like-for-like Device (i.e. similar usage, remaining useful life, etc.) that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity.
10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded unde r the law, to a prevailing party, reasonable attorneys’ fees and costs.
XI. Equipment Title
24 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 21
11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being del ivered and the Devices shall be free and clear of all liens, encumbran ces, and security interests.
Title to the Device shall only pass to the Purchasing Entity upon:
11.1.1 Purchasing Entity up-front purchase of the Device;
11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;
11.1.3 Expiration of a Purchasing Entity’s Capital Lease; or
11.1.4 Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity.
11.2 Embedded Software. Transfer of title to the Device must include an irrevocable an d perpetual license to use any Embedded Software in the Device. I f Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title.
A subsequent transfer of this software license will be at no ad ditional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.
11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre -existing Intellectual Pr operty”). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property.
XII. Indemnification
12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and aga inst third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property arising from any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at a ny tier, relating to performance under this Master Agreement.
12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim").
12.2.1 The Contractor’s obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or affiliates;
12.2.1.2 specified by the Contractor to work with the Product;
12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting anothe r reasonably available product, system or method capable of performing
25 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 22 the same function, or;
12.2.1.4 reasonably expected to be used in combination with the Product, system or method.
12.2.2 The Indemnified Party shall notify the Contractor within a reas onable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable noti ce, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was p rejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations fo r which it may be responsible.
12.2.3 The Indemnified Party shall fu rnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. I f t h e Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim.
12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.
XIII. Insurance
13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the i nsurance described in this section. Contractor shall acquire such insurance from an insura nce carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and/or maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option; result in termination of its Participating Addendum.
13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, for each of the following categories. Contractor assumes responsibility for the payment of any deductible on the below policies.
13.2.1 Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, contractual lia bility, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire.
These limits may be satisfied through a combination of primary and Umbrella/Excess. Canon will use its umbrella policy to satisfy claims in excess of the $2,000,000 aggregate.
13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of informatio n, and identity
26 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 23 theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000 aggregate.
13.2.3 Contractor must comply with any applicable State Workers Compen sation or Employers Liability Insurance requirements.
13.2.4 Automobile Liability covering any auto (including owned, hired and non- owned), with a minimum limit of $1,000,000 each accident combined single limit.
13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty (30) calendar days after notice of intended revocation t hereof shall have been given to Purchasing Entity and Participating Entity by the Contractor.
13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the C ontractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that:
13.4.1 Names and/or includes the Participating States identified in th e Request for Proposal as additional insured’s, and;
13.4.2 Provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory.
Unless otherwise agreed in any Participating Addendum, the Part icipating Entity’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Pu rchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity wh o requests it the same information described in this subsection.
13.5 Contractor shall furnish to the Lead State, Participating Entit y, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Order’s effective date and prior to pe rforming any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent ; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, and endorsements).
Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance mu st expressly indicate compliance with each insurance requirement specified in this se ction. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s terminati on or the termination of any Participating Addendum.
13.6 Coverage and limits shall not li mit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Order.
13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies.
Contractor shall provide notice to a Participating Entity who i s a state within five (5) business days after Contractor is first aware of expiration, ca ncellation or nonrenewal of such policy, or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
13.8 Participating Entities. Contractor shall provide to Participating States and Participa ting
27 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 24 Entities the same insurance obligations and documentation as th ose specified in Section XIII, except the endorsement is provided to the applicable Part icipating State or Participating Entity.
13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a fo rm sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work.
Copies of renewal certificates of all required insurance will b e furnished within thirty (30) days after any renewal date to the applicable state Participati ng Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s terminati on or the termination of any Participating Addendum.
13.10 Disclaimer. Insurance coverage and limits will not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
XIV. General Provisions
14.1 Records Administration and Audit
14.1.1 The Contractor shall maintain books, records, documents, and ot her evidence pertaining to this Master Agreement and Orders placed by Purcha sing Entities under it to the extent and in such detail as will adequately re flect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal govern ment (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, e xamine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, an d transcriptions.
This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participa ting Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result o f the examination of the Contractor’s records.
14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
14.2 Confidentiality, Non-Disclosure, and Injunctive Relief
14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agr eement, be exposed to or acquire information that is confidential to Purch asing Entity or Purchasing Entity’s clients.
14.2.1.1 Any and all information of any form that is marked as confident ial or
28 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 25 would by its nature be deemed confidential obtained by Contract or or its employees or agents in the performance of this Master Agreement, including but not nece ssarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).
14.2.1.2 Any reports or other documents or items (including software) th at result from the use of the Confidential Information by Contract or shall be treated in the same manner as the Confidential Information.
14.2.1.3 Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known ; (2) is furnished by Purchasing Entity to others without restriction s similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employe es, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.
14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and sh all not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confi dential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.
14.2.2.1 Contractor shall advise each of its employees and agents of the ir obligations to keep Confidential Information confidential. Cont ractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure o f any Confidential Information.
14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lea d State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Cont ractor shall at its expense cooperate with Purchasing Entity in seekin g injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person.
14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, dir ectly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon terminatio n of this Master Agreement or at Purch asing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possessi on that embody Confidential Information.
29 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26
14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audit s, and evidence of the performance of this Master Agreement.
14.2.3 Injunctive Relief. Contractor acknowledges that Contractor’s breach of Section
14.2 would cause irreparable injury to the Purchasing Entity th at cannot be adequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal reme dies that may be available. Contractor acknowledges and agrees that the covenan ts contained herein are necessary for the protection of the legitimate busin ess interests of Purchasing Entity and are reasonable in scope and content.
14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor’s obligations under this section will also extend to NASPO ValuePoint’s Confidential Information, including but not limited to Particip ating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to th e Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.
14.2.6 Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.
14.3 Assignment/Subcontracts
14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoi nt and other third parties.
14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor’s key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key personnel, as identified in the Contractor’s proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.
14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreement s, settlements, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order.
30 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 27
14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may b e canceled by either party upon sixty (60) days’ written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days’ written notice, unless other wise limited or stated in the Participating Addendum.
Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Cont ractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit.
Cancellation of the Master Agreement due to Contractor default may be immediate.
14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, othe r acts of God, acts of war which are beyond that party’s reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution. The Lead State may terminate this Master Agreement upon determining such delay or default will reasonabl y prevent successful performance of the Master Agreement. This clause does not absol ve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations.
14.8 Defaults and Remedies
14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement:
14.8.1.1 Nonperformance of contractual requirements;
14.8.1.2 A material breach of any term or condition of this Master Agreement;
14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading;
14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
14.8.1.5 Any default specified in another section of this Master Agreement.
14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and p roviding a period of thirty (30) calendar days in which Contractor shall have an opp ortunity to cure the default. The Lead State shall not be required to provide ad vance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immed iate public crisis. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided fo r under this Master Agreement.
14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach
31 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28 of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
14.8.3.1 Any remedy provided by law;
14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof;
14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement;
14.8.3.4 Suspension of Contractor from bei n g a b l e t o r e s p o n d t o f u t u r e bid solicitations;
14.8.3.5 Suspension of Contractor’s performance; and
14.8.3.6 Withholding of payment until the default is remedied.
14.8.4 Unless otherwise specified in the Participating Addendum, in th e event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall prov ide written notice of default as described in this section and have all of the rig hts and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Mast er Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase O rder. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or rem edy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, o r of any other term or requirement under this Master Agreement, any Participating Adde ndum, or any Purchase Order.
14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or volu ntarily excluded from participation in public procurement or contracting by any gover nmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.
14.11 No Waiver of Sovereign Immunity
14.11.1 In no event will this Master Agreement, any Participating Adden dum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment t o the Constitution of the Unit ed States or
32 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29 otherwise, from any claim or from the jurisdiction of any court.
14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued i n federal court.
This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
14.12 Governing Law and Venue
14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado.
14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
14.12.3 If a claim is brought in a federal forum, then it must be broug ht and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): The Lead State for claims relating to the procurement, evaluation, award, or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party.
14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any vio lation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connectio n with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, includin g, at the Participating Entity's option, the right to control any such litigation on su ch claim for relief or cause of action.
14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addend um or Order, the terms of this Master Agreement as they apply to the Contrac tor, Participating Entities, and Purchasing Entities, including but not limited to pricing a nd the reporting of sales and payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and shall continue to apply to all Participating Adde nda and Orders until the expiration thereof.
33 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 30
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT
* Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor’s behalf and acknowledge that the Lead State is relying on their representations to that effect.
CONTRACTOR
Canon U.S.A., Inc.
By:
Title:
By:
_____________________________________________
*Signature
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
Tony Gherardini, Executive Director
By:
______________________________________________
John Chapman, State Purchasing Manager
Date: _________________________
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ___________________________________
Date: _____________________
34 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31 EXHIBIT A – STATEMENT OF WORK
I. Product Overview
A. Contractor is authorized to provide Products and Services in th e following Groups and Sub- Groups:
1. Primary Products and Services:
Group Products and Services
A A3 MFD – OEM only
B A4 MFD – OEM and Non-OEM
C Production Equipment – OEM and Non-OEM
D Single-function Printers – OEM and Non-OEM
E Large/Wide Format Equipment – OEM and Non-OEM
F Scanners – OEM and Non-OEM
G Software – OEM and Non-OEM
H Supplies (consumable) – OEM and Non-OEM
I Managed Print Services
2. Ancillary Products and Services:
Sub-
Group Products and Services
G1 Software Related Services
C1 Standalone Production Devices (cutters, sorters, binders) – OEM and Non-OEM C2 Industrial Print Equipment – OEM and Non-OEM
D1 Specialty Printers (3D, receipt, barcode label, card, cable) – OEM and Non-OEM
B. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in section II.B.3.
C. Contractor may only offer Devices that meet the minimum requirements as outlined in section II.A.
D. Any Products added to the Master Agreement throughout the term of the Contract must be discounted according to the proposed discount for the appropria te Segment or as specified in section II.A.4.
E. Contractor may provide MPS under any Group they offer under thi s Contract. However, MPS may not be provided on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so.
F. Contractor may add, remove or modify Products and Services on t heir Price Lists once per
35 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32 calendar month, beginning in September 2024. Modifications do NOT include price increases.
Refer to section 6.1 of the Master Agreement Terms and Conditions for information regarding pricing.
G. Any Device additions must be updated with Buyer’s Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requirement will r esult in the Device(s) being removed from the Master Agreement Price List(s) until such time they can be verified on Buyer’s Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer’s Lab within 90 days of it being added to the Price List, then Contractor shall remove the Device from the Purchasing Entity location and substitute it with a Device of equal or greater value, at no charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed on Buyer’s Lab.
II. Master Agreement Deliverables
A. Primary Product and Service Offerings
1. Group Categories. Segments shall be utilized to distinguish the various speeds of the Devices within Groups. The speeds are denoted in Page per Minute (PPM). The Segments for each Group are as follows:
Group A – MFD, A3
Segment PPM
2 20 – 30
3 31 – 40
4 41 – 50
5 51 – 60
6 61 – 70
7 71 – 90
Group B – MFD, A4
Segment PPM
1 Up to 20
2 21 - 30
3 31 - 40
4 41 - 50
5 51 - 60
6 61+
Group C – Production Equipment
Segment PPM
1 65 – 79
2 80 – 89
3 90 – 110
4 111 – 130
5 131+
36 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 33
Group D – Single-function Printers
Segment PPM
1 Up to 20
2 21 – 40
3 41 – 60
4 61+
Group E – Large/Wide Format Equipment
Segment A1 or D Size
PPM*
Width –
Office
Width - Industry
Low 0 – 3 24” – 44” 46” and higher
Medium Low 4 - 9 24” – 44” 46” and higher
Medium High 10 - 19 24” – 44” 46” and higher
High 20+ 24” – 44” 46” and higher
*Speeds denoted above are based on b&w output
Group F - Scanners
Segment PPM
1 10 – 29
2 30 – 49
3 50 – 69
4 70 – 89
5 90 – 110
6 111 – 130
7 131+
2. Device Configurations. Devices must be equipped, at a minimum, with the following Accessories/capabilities:
2.1 Group A – MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11” x 17”; and
v) Bypass paper supply, if applicable for Segment.
2.2 Group B – MFD, A4
a. New power filter;
b. Bypass paper supply;
37 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 34 c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2” x 14”; and
e. Envelope adjustment capability.
2.3 Group C – Production Equipment
a. New power filter;
b. Standard paper drawer(s);
c. Standard paper capacity;
d. Duplex; and
e. Network connectivity.
2.4 Group D – Single-function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine; b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.
2.5 Group E – Large/Wide Format Equipment
a. Hard-Disk drive;
b. Network connectivity;
c. Touch screen control panel; and
d. Automatic Media Selection – a built-on sensor detects the size of the original and the proper media size is then selected.
2.6 Group F – Scanners
a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS); b. Automatic Document Feeder (ADF);
c. Letter or legal paper size capacity;
d. Color depth of at least 24 bytes; and
e. Single pass duplex scan.
3. Device Standards. Devices must meet the following requirements:
3.1 Group A Base Units are OEM only.
3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List.
3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of
38 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 35 Bronze Standard within one (1) year of being added to the Master Agreement Price List.
3.4 Group E must be Energy Star compliant and registered within one (1) year of being added to the Master Agreement Price List.
3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, o r be Energy Star compliant (applicable to Group D and E Devices only) within one (1) year, then they will be removed from the Price List. If said Devices have already been placed at a Purchasing Entity’s location, then Contr actor must replace the Devices with a comparable, qualified model, at no cost to the Purchasing Entity.
3.6 All Devices must be Newly Manufactured, current, Remanufactured , or Refurbished, except as specified in a Participating Addendum. Discontinued Devices are not permitted to be offered under the Master Agreement.
3.7 Devices, when installed, and if available, must be set-up to re ceive automatic software updates and patches.
3.8 Device specifications must be published on the Contractor website.
3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer’s website.
3.10 Devices must maintain a PPM speed, according to Segment classification.
3.11 Devices must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi-purpose, copy, or laser paper).
4. Device Exceptions
4.1 Group B, Group C, Sub-Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F will not be restricted to OEM, and do not have t o be Private Labeled.
4.2 Group C, Sub-Group C1, Sub-Group C2, and Group F are not requir ed to be EPEAT registered or Energy Star compliant.
4.3 Digital Duplicators may be offered by Contractor under Group A, a n d m u s t b e priced based on the minimum discount offered in the Segment to which they most closely relate.
4.4 Under Group E, Contractor may offer Large/Wide Format Equipment t h a t accommodates all paper sizes. Pricing shall be based on the discount offered fo r the Segment in which the Device belongs.
5. Accessories
5.1 Contractor shall provide OEM and/or Third Party compatible Acce ssories that compliment or enhance the features of the Device.
5.2 Contractor may also maintain a separate price list for Accessories for Base Units
39 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 36 that have been discontinued. The pricing must be based on the s ame discount offered, per the ‘Discount from MSRP’ tab, on the applicable Group Price List.
5.3 Purchasing Entities may add Accessories to Devices that have be en purchased, leased or rented under prior NASPO ValuePoint Master Agreements, as well as via any other means. If the Device is currently being leased or rented, Purchasing Entity must obtain Contractor approval to add Accessories. Purc hasing Entities shall also be advised that obtaining Accessories from a Third Party and not the Contractor or their Dealer may void certain warranty or mainten ance agreement provisions.
6. Remanufactured and Refurbished Equipment
6.1 Contractor may offer Remanufactured and/or Refurbished Equipmen t under any Group.
6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT registered or Energy Star compliant.
6.3 Equipment can be acquired via a purchase or lease agreement.
6.4 Contractor must notify the Purchasing Entity in writing, when R emanufactured or Refurbished Equipment is being offered.
6.5 All Remanufactured or Refurbished Equipment must be clearly lab eled as such, and must be certified by the Manufacturer.
6.6 Remanufactured Equipment must be priced according to the minimu m discount offered for similar Equipment in the same Group and Segment of the resulting Master Agreement.
6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than the lowest priced Device of the Group and Segment to which the Refurbished Equipment belongs.
6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive the same pricing as the Published Price for the Group and Segme nt to which it belongs.
7. Group G - Software
7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may be provided as a standalone option on any owned, leased or rented Device.
7.2 Software pricing for unique designs or complex configurations w ill be quoted on a case by case basis.
7.3 Contractor may provide OEM and/or Third Party software.
7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices must have universal software drivers.
7.5 Purchasing Entities that acquire software shall be subject to t he license agreements distributed with such software, provided such terms do not contradict
40 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 37 the language in the Master Agreement, and unless otherwise stat ed in a Participating Addendum.
7.6 Software Subscriptions
a. Software pricing shall be inclusive of available software patch es and any updates.
b. Purchasing Entities shall have the option to finance software subscriptions by utilizing the proposed lease rates.
c. Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade, unless installation is excessive, and cha rges are agreed to by Purchasing Entity.
d. License fees and support fees shall remain firm throughout the term of the agreement.
e. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order.
f. Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities.
g. Contractor shall provide a web-based or toll-free hotline durin g Normal Business Hours for Purchasing Entities to report software problems or answer software related questions.
8. Group H – Supplies (consumable)
8.1 Contractor may offer OEM or compatible Ink and Roll paper for G roup E Devices.
The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease agreement.
8.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, C , D a n d F , a s w e l l a s S u b - G r o u p s C 1 , C 2 a n d D 1 . T h e s e S u p p l i e s m a y b e purchased as standalone items or included as part of a Maintenance Agreement.
Under no circumstances may the Supplies, regardless of quantity , be financed, unless they are start-up Supplies. All compatible Supplies must meet OEM standards for performance and quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
41 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38 i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
l. Ribbon;
m. Developer;
n. Rollers and Pads; and
o. Maintenance Kits.
8.3 Toner must be free of carcinogenic, mutagenic, or teratogenic s ubstances, and should avoid petroleum inks and inks with high volatile compounds. Toner cartridges should also be remanufactured, contain recycled cont ent, or b e b i o - based.
8.4 Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge.
9. Service Offerings
9.1 Group I - Managed Print Services
a. The main components of an MPS engagement are needs assessment, selective or general replacement of Devices, and the Service, p arts and Supplies needed to operate the new and/or existing Devices, inc luding existing Third Party Devices as owned by the Purchasing Entity. The Contractor tracks how the Device fleet is being used, the problems associated with that use, and customer satisfaction in regards to meeting statement of work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices, Contractor must also offer project implementation Services, and c u s t o m e r help-desk support and training.
c. Contractor may also offer hourly Services for consulting purpos es, project management, change management plans, and other staffed Services which meet customer needs such as to operate copy centers or complete back file scanning projects.
d. MPS may also include enterprise content management Services and workflow optimization components, such as scanning and document capture solutions, developing custom applications for smart MFDs that a utomate paper-intensive document workflows and route scanned pages to d ocument management systems. It can also be extended to include the restructuring of document workflows. Some MPS engagements may be designed to improve document security or to reduce print volumes and power consumption for environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, similar to the format referenced in Exhibit E, Sample MPS Statement of Work , and it must be approved by
42 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39 both parties prior to the initiation of any engagement. f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document workflow; identification of Service, Supplies, and parts; current output; total cost of ownership; employee to Device ratio; preliminary estimated cost savings);
ii) Implementation (e.g. plan development; hardware and software installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter reads; automated toner replenishment);
iv) End-user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record management; network and data security; document workflow consulting; document scanning; back-file conversion; mail-room Services);
ii) Cost-based Assessment (e.g. asset mapping; end-user survey; detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on- site break/fix; parts management; warranty management); v) Ongoing Fleet Management and Optimization (e.g. consumable spend; continual assessments; green initiatives; add/move/chang e Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull-print, enterprise content management; automated workflow; capture and route; security); and
vii) Cartridge Recycling .
h. The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is under no obligation to enter into an MPS engagement.
i. MPS pricing and billing options shall be flexible and the Purchasing Entity will drive the complexity of the solution required with a staged app roach to implementation.
9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to automatic renewals.
43 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 40 a. Pricing
i) Pricing must include a zero base, cost per click rate for b&w a nd/or color for Groups A, B, C and D.
ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color may also be provided. iii) Pricing for a monthly base charge, a set copy allowance, an ove rage rate for b&w and/or color, and Supplies may also be provided. iv) Flat Rate Fee pricing must be provided that includes all parts, labor, Preventative Maintenance, and Service Calls for Groups A, B, C and D. Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all p arts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies.
vi) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing.
vii) Contractor may increase their Service and Supply pricing to inc lude staples (if applicable to the Device).
viii) Contractor may provide a flat rate fee without staples, and a f lat rate fee with staples. All flat rate fees shall allow for an annual increase of up to 5%.
ix) Contractor may charge flat rate fees for Services performed on any Accessories.
x) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement, and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. xi) 11”x17” impressions may be counted as one (1) click or two (2) clicks on Group A and C Devices.
xii) Contractor may offer a one (1) cl ick rate that encompasses all paper sizes for Group C Devices.
xiii) A two-sided document shall be counted as two (2) clicks. xiv) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Maintenan ce Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the Maintenance Agreement, Contractor may adjust the pricing, as lo ng as the pricing does not exceed Master Agreement rates.
ii) For leased Devices, the total Maintenance Agreement term shall be equal to the term of the lease (e.g. 24, 36, 48 months etc.). iii) For purchased Devices, the initial term is determined by the Purchasing Entity, as long as it does not exceed 60 months.
44 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41 c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices that were acquired under prior Master Agreement (RFP-NP-18-001) o r Master Agreement (3091), then section II.A (9.2)(h) shall apply. d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs over a large Device fleet, and the Blended Rate must cover all units in the fleet.
ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Pu rchasing Entity with the Blended Rate calculation prior to Order placement.
iv) Utilizing a Blended Rate shall be at the discretion of the Part icipating State or Entity, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor’s online portal, or through email, or facsimile.
iii) A Participating State or Entity may also elect, at their discre tion, to submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement for Devices they already own, or Devices they acquire through an up- front purchase.
ii) The Maintenance Agreement may be priced on a flat rate fee, whi ch shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included.
g. Leased Devices
i) Contractor shall be required to provide a Maintenance Agreement on all Devices that are leased by a Purchasing Entity.
ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a Maintenance Agreement on any Device that is owned or was leased or rented through Master Agreement (RFP-NP-18-001), Master Agreement (3091), or via any other means, providing the followi ng conditions are met:
1) The Device has not reached the end of its Useful Life; 2) The maximum term of the Maintenance Agreement does not
45 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42 exceed the Useful Life of the Device, unless otherwise specifie d in a Participating Addendum; and
3) The Maintenance Agreement adheres to the same requirements as outlined in sections II.A (9.2)(f) and II.A (9.2)(g). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for a ny parts and/or labor required to bring the Device up to acceptabl e maintenance levels.
iii) If the Device has been at the Purchasing Entity’s location for less than five (5) years, then Maintenance Agreement pricing shall not ex ceed the new Master Agreement pricing, until the Purchasing Entity reaches the five (5) year mark. Refer to section II.A (9.2)(h)(iv) below for additional information.
iv) If the Device has been at the Purchasing Entity’s location for more than five (5) years, then Maintenance Agreement pricing shall not ex ceed 120% of the Service and Supply pricing in the new Master Agreement.
B. Ancillary Product and Service Offerings
1. Sub-Group Categories. The following Products and Services are sub-groups of the Primary Product and Service Offering Groups.
1.1 Sub-Group G1 – Software Related Services. This is a sub-group of Group G – Software. This sub-group shall include, but not be limited to, the following Services:
a. Cloud-based scanning (software as a service, enterprise content management); and
b. Industrial Print solutions (back-file conversion, enterprise content management).
1.2 Sub-Group C1 – Standalone Production Devices. This is a sub-group of Group C – Production Equipment. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following:
a. Cutters;
b. Inline Finishers;
c. Folders;
d. Sorters;
e. UV Coaters; and
f. Binders.
1.3 Sub-Group C2 – Industrial Print Equipment. This is a sub-group of Group C – Production Equipment. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following:
a. Digital Label Press;
b. Digital Press;
46 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 43 c. 3D Printers;
d. 48” and larger Wide Format Printers (roll-fed, hybrid, flatbed); e. Continuous Feed Inkjet;
f. High Speed Inkjet; and
g. Decorative Print & Embellishment.
1.4 Sub-Group D1 – Specialty Printers. This is a sub-group of Group D – Single- Function Printers. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
f. Cable printers.
2. Sub-Group Category Discounts. Products in Sub-Groups C1, C2 and D1 must be discounted at a minimum of 5% for OEM and a minimum of 2% for Non-OEM, unless such discounts would exceed the discount amount offered for OEM and Non-OEM within Group C and Group D, respectively.
3. Open Market Items
3.1 Contractor may offer Not Specifically Priced (NSP) items that c ompliment or enhance the Devices and/or Services offered under the Master Ag reement. NSP items will not include:
a. Interactive White boards;
b. Computers, monitors, or other related hardware items; c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.
3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer and must be reported quarterly with all other sales under the Master Agreement.
3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.
3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity.
3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum.
47 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44
4. Emerging Technologies
4.1 Upon approval from the Lead State, Contractor may add new, rela ted technology to the resulting Master Agreement.
4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.
4.3 Any new technology that a Contractor requests to add to their P rice List must contain a full description of the Product, the MSRP and pricing information, and an explanation/justification as to how the Product conforms to the requirements of the RFP and Master Agreement.
4.4 Any new technology must be priced according to the lowest disco unt offered for any Product under the Master Agreement. No discount or a 0% discount does not qualify as a “lowest” discount.
III. Purchase and Lease Programs
A. Acquisition Methods. Contractor may offer the following:
Financial Vehicle Standard Terms Offered
Purchase N/A
Fair Market Value Lease 12,18, 24, 36, 48 and 60
months Capital Lease
Straight Lease
1. All Devices on Contractor’s Price List may be purchased or leased, either as a packaged- deal, or stand-alone item.
B. Device Trade-In
1. A Purchasing Entity shall have the option, at the Contractors s ole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do a Device Trade-In, when placing a purchase or lease Order.
2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees.
C. Lease Rates
1. Contractor may elect to include property tax in their lease rat es, or they may bill the Purchasing Entity separately for property tax.
2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed throughout the Initial Lease Term, regardless of whether the Co ntractor had increased their lease rates in the Master Agreement Price Lists. If Contr actor has decreased their lease rates in their Price Lists, then they may extend that low er rate to the Purchasing Entity.
3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.
4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be subject to the lease rates listed in the most recent Price List s posted on the NASPO ValuePoint website.
48 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 45
5. Contractor may update lease rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or a comparable index, and must be the rate in effect at the end of each calendar quarter.
6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the purchase price of the Device may be multiplied by the lease rate to arrive at the resulting monthly Device Payment. Proposed rates must include the following information:
6.1 The Daily Treasury Yield Curve (or comparable index) Rate;
6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate; a. The fixed margin for each lease type being proposed, and how that margin is determined; and
b. The methodology for determining the 48 month base rate if a 4- year rate is not published.
6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to add Products to an existing lease agreement. The calculation for the Coterminous lease rates must adhere to the following methodology:
For example: A customer enters into a 36 month FMV Lease, and 12 months into that lease, they decide to add an Accessory to the Base Unit. The Contractor shall divide the 36 month cumulative Device Payment by 24 months to arrive at the monthly Coterminous payment for that Accessory. That payment will then be added to the existing Device Payment. The new Total Monthly Payment must then be disclosed to the Purchasing Entity.
D. Leasing Overview
1. All lease programs shall remain with the Contractor or Authoriz ed Dealer through an in- house leasing program, or through the financial branch or subsi diary of Contractor. In addition, Contractor and their Authorized Dealer may use Third Party leasing companies, however; all Third Party leasing company documents must be reviewed and approved by the Lead State and said documents must be incorporated into the Master Agreement before any Participating State, Participating Entity, or Purcha sing Entity can use them. It will be at the discretion of the Participating State, Participa ting Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third Party leasing company. All contractual obligations however, wil l still be the responsibility of the Contractor.
2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master Agreement, and according to the requiremen ts listed in their states’ Participating Addendum.
3. Lease agreements shall not be subject to automatic renewals. Th is is non-negotiable in any Particpating Addendum or Order.
4. A lease agreement issued prior to the termination of the Master A g r e e m e n t a n d Participating Addendum, shall survive the termination of the Ma ster Agreement and the Participating Addendum, and all terms and conditions of the Mas ter Agreement and Participating Addendum shall continue to apply.
49 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46
5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the De vice at the end of the Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick the Device up, without any further financial obligations to the Purchasing Entity.
6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term.
7. Device returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity.
8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total monthly payment amount for such Device, for each month that the Device remains at Purchasing Entity’s location. Contractor or Authorized Dealer is not permitted to bill the Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when Purchasing Entity has made it available.
9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return costs.
10. The maximum term on any Initial Lease Term shall be 60 months.
11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Device.
12. All Renewal Terms shall be billed on a monthly basis.
13. If a Purchasing Entity elects to enter into a month to month Re newal Term, they may cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written notice.
14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term will automatically terminate at the end of the 12-month period, unless the Purchasing Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a Purchasing Entity wants to cancel their 12-month Renewal Term e arly, then early termination fees shall apply, and will be equivalent to the remaining stream of equipment payments only (i.e. less maintenance).
E. Leasing Options
1. FMV Lease
1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub- Group C2, Group D, Sub-Group D1, Group E, and Group F, based up on the Contractor’s available options, and at the discretion of the Participating State or Entity.
1.2 Upon the expiration of the Initial Lease Term, a Purchasing Ent ity may do one of the following:
a. Exercise their purchase option;
50 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 47 b. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pic k the Device up.
2. Capital Lease ($1 Buyout Lease)
2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub- Group C2, Group D, Sub-Group D1, Group E, and Group F, based up on the Contractor’s available options, and at the discretion of the Participating State or Entity.
2.2 Upon the expiration of the Initial Lease Term, the Contractor s hall provide title to the Device to the Purchasing Entity, or as otherwise determined in a Participating Addendum or an Order, and the Purchasing Entity shall not be su bject to any additional expense in order to assume possession of the Device.
3. Straight Lease
3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,18, 24, 36, 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F, base d upon the Contractor’s available options, and at the discretion of the Participating State or Entity.
3.2 Upon the expiration of the Initial Lease Term, a Purchasing Ent ity may do one of the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pic k the Device up.
F. Leasing Terms and Conditions
1. Possession and Return of Leased Devices
1.1 The Purchasing Entity is responsible for risk of loss to the De vices while the Devices are in Purchasing Entity’s possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Devices during periods of transportation and de-installation.
1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT) options at least sixty (60) days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of lease agreement; b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.
1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the
51 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48 Device, it shall give Contractor at least thirty (30) days writ ten notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Device, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Device will be m utually arranged, unless otherwise specified in an Order.
1.4 If the Purchasing Entity does not exercise the purchase or rene wal option, it will immediately make the Device available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear.
1.5 Contractor shall not impose any charges on the Purchasing Entity for the removal of the Equipment, with the exception of Group C and Sub-Group C1 and Subgroup C2 Devices, in which case Contractor may charge Purchasing Entity a mutually agreed upon price for special rigging.
2. Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Device(s), or such later date as Contractor may designate.
The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order.
3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if th ey wish to exercise the Buyout to Keep option on an FMV or Capital Lease. A Buyout to Keep opt ion is not available on a Straight Lease.
4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if th ey wish to exercise the Buyout to Return option on an FMV or Straight Lease, and return the Device to the Contractor in good working condition (ordinary wear and tear excepted).
5. Device Upgrade or Downgrade . A Purchasing Entity may do a Device Upgrade or Downgrade on a lease at anytime throughout the term of the leas e agreement. The Purchasing Entity and the Contrac tor shall negotiate the price of the Device Upgrade or Downgrade, but at no time shall the total cost of the Device Up grade or Downgrade be less than the remaining stream of Device Payments.
6. Non-appropriation of Funds. The continuation of any lease agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease agreement, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity’s funding sources are not available.
7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sub let or assign the Device or any lease agreement without Contractor’s prior written consent (which consent shall not be unreasonably withheld).
7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor’s interests in the Device and/or these Lease Terms or any Order for leases, without notice to Purchasing Entity even if less than all the payments have
52 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 49 been assigned. In that event, the assignee (the “Assignee”) will have such rights as Contractor assigns to them, but none of Contractor’s obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor.
7.2 No assignment to an Assignee will release Contractor from any o bligations Contractor may have to Purchasing Entity.
8. Early Termination Charges
Except in the case of Non-appropriation of funds, FMV, $1 Buyou t, and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Device (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Device, the termination cha rge shall not exceed the balance of remaining Device Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less.
9. Default. Each of the following is a “default” under these lease terms:
9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date;
9.2 Any representation or warranty made by Purchasing Entity in these lease terms is false or incorrect and Purchasing Entity does not perform any o f its obligations under these lease terms, and this failure continues for forty-f ive (45) days (or as otherwise agreed to in a Participating Addendum) after Contract or has notified Purchasing Entity;
9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of creditors;
9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor’s assets; or
9.5 Purchasing Entity stops doing business as a going concern or tr ansfers all or substantially all of Purchasing Entity’s assets.
10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following, at the discretio n of the Participating State or Entity:
10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity;
10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor’s bargain and not as a penalty, a sum equal to:
a. All past due payments and all other amounts payable under the l ease agreement;
b. All unpaid payments for the remainder of the lease term, discounted at a rate
53 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 50 equal to three percent (3%) per year to the date of default; and c. Require Purchasing Entity to deliver the Device to Contractor p er mutual arrangements.
IV. Contractor Responsibilities and Tasks
A. Service Requirements
1. Technicians. All technicians must be factory trained by the OEM and certified to Service the Devices.
2. Standard Service Levels. Participating States and/or Entities may negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, mus t, at a minimum, adhere to the following requirements:
2.1 End-User Training
a. Purchasing Entity may request an initial one-hour training sess ion for each Device ordered under the Contract. Contractor shall provide thi s initial training, free of charge, via one of the following delivery met hods: On-site, web-based, or on-line. The delivery method selected for each De vice will be at Contractor’s sole discretion. Purchasing Entity should be advised that while this initial one-hour of free training shall be provided by Contractor at Purchasing Entity’s request, Contractor will not provide substitutions (e.g. free supplies, deeper discounts, etc.) in lieu of this training. b. Purchasing Entity may also request an additional one-hour train ing session for technical support, which shall include network connectivity and print driver installation. This additional training shall be provided via a delivery method mutually agreed upon by Contractor and Purchasing Entity, and at a mutually agreed upon price.
c. If Purchasing Entity elects to exercise the training option, th en Contractor shall provide the training within ten (10) Business Days of Purchasing Entity’s request.
d. Contractor may offer additional on-site, one-hour training sess ions for a flat rate fee. Additional charges for travel and per diem, if applic able, must be disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order placement.
e. Contractor must provide on-site or off-site operational trainin g to designated Purchasing Entity personnel, until the personnel are able to op erate the Device independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applic able, must be disclosed to the Purchasing Entity, and mutually agree upon, pr ior to Order placement.
f. Contractor shall provide Device literature, user-manuals, and a ccess to on- line resources, if available, at no charge to the Purchasing Entity. g. For Groups A, B, C, D, E, and Sub-Groups C1, C2, and D1, Contractor shall provide a no charge, toll-free end-user technical support number that Purchasing Entities can utilize for everyday minor troubleshoot ing (i.e. this
54 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 51 does not include network connectivity or print driver installat ion). A Purchasing Entity must be able to obtain assistance during Normal Business Hours.
h. Contractor shall provide phone/technical support within two (2) hours of Purchasing Entity’s request for assi stance, providing such request, and subsequent support, falls within normal business hours.
2.2 Preventative Maintenance. Contractor must perform all Preventative Maintenance Services at the Manufacturer’s suggested intervals, or as specified in an Order. Preventative Maintenance shall not be a requirement o n desktop Devices.
2.3 Device Performance
a. Device Downtime shall be computed from the time the Contractor is notified of Device failure until the time in which the Device is fully operational. b. Device Downtime due to lack of consumable Supplies is not acceptable. c. Contractor must provide daily communication to the Purchasing E ntity regarding inoperable Devices, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order.
2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2) Business Days, due to Device malfunction, as reasonably determi ned by Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such ti me as the inoperable Device is now operable; or
b. At the discretion of the Participating State or Entity, provide the Purchasing Entity with off-site manned production capabilities, at the sol e cost to the Contractor, to accomplish the work of the Device that is inoperable. c. If any Device in Group C or Sub-Groups C1 and C2 are inoperable for two (2) Business Days, due to Device malfunction, as reasonably determi ned by Contractor, then Contractor shall provide access to an off-site manned production facility as an accommodation to the Purchasing Entity.
2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity’s Acceptance of any Device. b. All Device components, spare parts, application software, and a ncillary Devices that are supplied under any resulting Master Agreement, m u s t conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. d. Repair parts may be new, reconditioned, reprocessed or recovered.
2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall
55 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 52 adhere to the following Service Call Response Times based on th e distance that their Service Base Location is from the Purchasing Entity:
Service
Zone Definition Response Time
Urban Within 60 miles 4 - 6 Hours
Rural 60 – 120 miles 1 - 2 Business Days
Remote
120+ miles, or only
accessible by plane or
by boat
4 – 5 Business Days
b. Repair or replacement of parts and/or Devices shall occur withi n four (4) Business Days of Contractor arriving at Purchasing Entity’s location, with the following exception:
i) If Contractor is drop-shipping a new Device to replace a defect ive Device, then Purchasing Entity must receive the new Device with in three (3) Business Days.
c. Contractor(s) may charge different rates according to each Service Zone.
2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and repair Services provided for each Device.
b. A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Busine ss Days of the request.
2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and re- installing Device.
b. Contractor may charge for this Service based on the following t able:
However, additional relocation charges may be charged for Group C a n d Sub-Group C1 and C2 Devices.
Service
Zone
Distance from current
placement of Device Charge
1 Within the same building No Charge
Allowed*
2 Up to 50 miles from building in
which Device is currently placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
3 More than 50 miles from
building in which Device is
currently placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
*Contractor may charge Purchasing Entities a mutually agreed up on price for special rigging in the event a Purchasing Entity’s demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Device relocat ion in Zone
1.
56 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53 c. Contractor may not charge for any fees incurred due to fuel or tolls. d. Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will oc cur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in the se Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame.
e. Contractor is required to offer Device relocation services for all leased Equipment.
3. Meter Read Invoicing
3.1 In order for Contractor to generate accurate invoices, Purchasi ng Entities shall provide meter reads within the Contractor’s requested time-frame.
3.2 Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate.
3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Pur chasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date.
3.4 Failure on the Contractor’s part to maintain accurate invoicing sha ll result in a $25.00 per instance credit on the following month’s invoice.
4. Reporting
4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components. b. The Participating State or Entity shall determine how the repor ts will be utilized and whether liquidated damages will be assessed for fa ilure to meet the SLA requirements. Any liquidated damages or penalty structu re shall be defined in the Participating State or Entity’s Participating Addendum.
4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
iii) Dates that Preventative Maintenance was performed, if applicabl e; and
iv) Estimated end of Useful Life per Device, based on current usage. b. The report may include, but not be limited to, the following:
57 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54 i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.
B. Customer Service
1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with the resulting Master Agreement and subse quent Participating State or Entity requirements and that the individuals occupying t h e K e y P e r s o n n e l positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall provide a single point of contact for the following:
1.1 Master Agreement Contract Administrato r – shall be the Lead State’s primary contact in regards to Contract negotiations, amendments, Produc t and Price List updates, and any other information or documentation relating to t h e M a s t e r Agreement;
1.2 NASPO ValuePoint Reporting Contact – shall be responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel;
1.3 Master Agreement Marketing Manager – shall be responsible for marketing the resulting Master Agreement, as well as creating Participating S tate websites, and ensuring that all uploaded data and content is current; and
1.4 National Service Manager – shall be responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and insi de Service operations. This position will work with the Lead State Contrac t Administrator to ensure contractual obligations are met, while providing leaders hip for the Contractor’s operations, as well as strategic planning of the Service department.
2. Single Point of Contact . Contractor shall provide a s ingle point of contact for each Participating State, who will handle any questions regarding the Products provided, as well as pricing, delivery, billing, reporting, status of Orders , customer complaints and escalated issues.
3. Service and Support Hours. Contractor must provide full Service and support for Products during Normal Business Hours.
4. Customer Service Team. Contractor shall also have a designated customer service team who shall be available by phone (via local or toll free number), fax, or email during Normal Business Hours.
5. Additional Coverage . Contractor may offer additional coverage beyond Normal Business Hours for any Device that needs to be serviced. Such coverage s hall be billed to the Purchasing Entity at an hourly rate.
6. Online Access . Customer service representatives shall have online access to account information and be able to respond to inquiries concerning the status of Orders (shipped or pending), delivery, back-orders, pricing, Product availability, Product information, and account and billing questions.
58 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 55 C. Authorized Dealers
1. Contractor c
an engage Authorized Dealers to provide Products and/or Services.
2. In the event a Contractor elects to use Authorized Dealers in the performance of the specifications, the Contractor shall serve as the primary Contr actor, and shall be fully accountable for assuring that their Authorized Dealers comply w ith the terms and conditions of the resulting Master Agreement, and any Participating Addendum, and shall be liable in the event Authorized Dealers fail to comply with such terms and conditions.
3. Authorized Dealers shall be expected to stay current with Contr actor Products, pricing, Master Agreement, and Participating Addendum requirements, and Contractor shall provide training to all of their Authorized Dealers at least on ce per calendar year, or as otherwise determined by the Lead State.
4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly, unless otherwise stated in a Participating Addendum.
5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer.
6. The Lead State reserves the right to deny the addition of any A uthorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached.
In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lea d State. Under no circumstances is a Participating State or Entity permitted to u se a Dealer that has not been approved by the Lead State.
7. If an Authorized Dealer is performing unsatisfactorily, or is n ot in compliance with the Master Agreement, then it shall be at the discretion of the Lea d State, upon recommendation from the Participating State, to:
7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead State or;
7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance.
D. Device Demonstration Requirements
1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group C, Sub- Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F.
2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase or lease.
3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Devices for Groups A, B, and C may be converte d to a purchase or lease, providing the following conditions are met:
3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined);
59 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56
3.2 The meter count on Group C Devices does not exceed 50,000 copie s total (i.e. b&w and color combined);
3.3 The Device must be discounted by at least 5% off of the Master Agreement pricing for that same Device; and
3.4 The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model.
4. Any trial or demonstration period shall be free to the Purchasi ng Entity and shall not exceed thirty (30) calendar days.
5. If Purchasing Entity does not make the demonstration Device available for pickup after thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device for each day that it remains at Purchasing Enti ty’s location. Such rates shall not exceed current market standards.
E. Device Installation Requirements
1. Prior to Order Acceptance, Contractor must advise Purchasing En tity of any specialized installation and site requirements for the delivery and install ation of Device. This information should include, but is not limited to, the following:
1.1 Air conditioning;
1.2 Electrical;
1.3 Special grounding;
1.4 Cabling;
1.5 Space;
1.6 Humidity and temperature limits; and
1.7 Other considerations critical to the installation.
2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines.
3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum.
4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaul ts enabled, including Energy Star saving settings.
5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer.
6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone numbe r of Contractor or Authorized Dealer responsible for warranty Service of the Device.
60 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 57
7. Contractor shall clean-up and remove all debris and rubbish res ulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition.
F. Security Requirements
1. Network and Data Security
1.1 Devices may be configured to include a variety of data security features. The set- up of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contra ctor prior to Order placement.
1.2 Contractor will not be permitted to download, transfer, or acce ss print data stored on the Device in either hard drive or chip memory. Only system management accessibility will be allowed.
1.3 Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity’s Participating Addendum.
2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information i s subjective, it shall be defined by each Participating State or Entity in their Participating Addendum.
3. Data Breach. Contractor shall have an incident response process that follow s National Institute of Standards and Technology (NIST) standards as referenced in the NIST Computer Security Incident Handling Guide, which can be downloa ded at https://www.nest.gov/publications/computer-security-incident-handling-guide, and it shall include, at a minimum, breach dete ction, breach notification, a nd breach response.
Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning of such breach.
4. Authentication and Access
4.1 Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features.
4.2 Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address.
4.3 The credential information for any remote authentication method m a y n o t b e maintained within the Device’s memory.
4.4 Access to the Device’s administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Device installation.
5. Hard Drive Removal and Surrender
5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable)
61 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 58 from the Device at the end of its Useful Life, or when any hard drive is repossessed by Contractor; or
5.2 At the Part icipating State or Entity’s discretion, Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity’s location, moved to another location, or any other disposition of the Device. The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive.
5.3 If Contractor takes possession of any Device at a Purchasing Entity’s location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum.
5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however; Contractor may charge the Purchasing Entity a fee if the Purcha sing Entity elects to keep the hard drive in their possession. Contractor must dis close the price for removal and surrender of the hard drive, prior to Order placement.
5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the tim e of Order placement. In the case of a non-removable hard drive, section IV.I (5.1) s h a l l apply.
5.6 If Contractor is removing another Manufacturer’s Device, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorize d Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this section are met.
G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. Thi s notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues.
62 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 59 EXHIBIT B – SAMPLE D&A CERTIFICATE
NASPO VALUEPOINT MASTER AGREEMENT NO.
AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.
WITH Insert Name of Contractor
To: Insert Name of Contractor or Authorized Dealer
Pu
rsuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipm ent described in the Order has been delivered and installed; (b) Purchasing Entity has inspected th e Equipment, and all such testing as it deems necessary has been performed by Purchasing Enti ty and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order.
Insert name of Purchasing Entity
By:
Title:
Date:
63 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 60 EXHIBIT C – AUTHORIZED DEALER FORM
Manufacturer Name: _________________________________ (Check one)
The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO Val
uePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement.
The Dealer listed below will no long er provide Products and Services under the NASPO ValuePoint Multi- Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following reason (required):
State(s) Serviced by Dealer:
Dealer Name:
Address:
Phone (include Toll-Free, if
available):
Contact Person(s):
Email Address:
FEIN:
Signed: ________________________________________ Date: _____________ (Contractor Representative)
Signed: ________________________________________ Date: _____________ (Authorized Dealer Representative)
________________________________________
(Print First and Last Name of Authorized Dealer R epresentative)
64 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 61 EXHIBIT D – AUTHORIZED DEALERS BY STATE
Exhibit D -
Authorized Dealers by
65 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 62 EXHIBIT E – SAMPLE MPS STATEMENT OF WORK
Statement of Work, at a minimum, must include the following elements:
1. Introduction:
Describe your current environment. What is your inventory, including owned, rented, or leased Devices?
2. Scope:
Include Project scope (i.e. single-function, mult i-function printers etc.) and software
3. Out of Scope:
This Project does not cover the follow ing functions or deliverables:
4. Obje ctive:
The main objective of this project is:
Syst
em and procedures will be set up to allow:
5. Loc ation:
Enter all physical locations of where work will be performed
6. Discovery/Assessment:
Contractor will be required to discover/assess Purchasing Entity print environment as described below:
Agency/Customer: Contractor:
Contact Name: Contact Name:
Address: Address:
Email: Email:
Phone: Phone:
Fax: Fax:
Contractor
website:
Print Assessment
Date:
Period of
Performance:
Statement of Work must incorporate the following documents:
NASPO ValuePoint Master Agreement # 140602 [Imbed document here]
Participating Addendum # ________ [Imbed document
here]
Contractor’s Print Assessment [Imbed document
here]
66 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63 Deliverables:
Describe the deliverables for Discovery/Assessment
Checkpoints:
Describe the checkpoints for Discovery/Assessment
7. Data Se curity
Include description of data security requirements
8. Data Breach
D
escribe any data breach requirements
9. Equi pment Guarantees
Describe downtime, on-site service, response time etc. (Note: this section must, at a minimum, adhere to the same requirements as outlined in the Master Agreement and/or Participating Addendum)
10. End of Life/Equipment replacement
Insert description of end of life/equipment replacement process
11. Implementati on:
Deliverables:
Describe the deliverables for Implementation
Checkpoints:
Describe the checkpoints for Implementation
User Acceptance Testing:
Describe User Acceptance Testing for Implementation
Production Rollout:
Describe the Production Rollout for Implementation
12. Contractor Staff and Support
Describe Contractor staff roles and their availability
13. Purchasing Entity Roles and Responsibilities
Insert description of Purchasing Entity Roles and Responsibilities including:
Contacts:
Project Manager
End-User Representative
System Administrator
Technical Support
General and Technical Responsibilities:
Insert description of Purchasing Entity Roles and Responsibilities
14. Performance Penalties
Insert description of Contractor Performance Penalties
67 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64
15. Payment
Describe billing cycles and invoice information
This Agreement is entered into by and between the [Purchasing Entity], located at [Agency address] and [Contractor] licensed to conduct business in the State of ___________ (“Contractor”), located at [Contractor address] for the purpose of providing Managed Print Services.
The signatories to this Managed Print Services Agreement represent that they have the authority to bind their respective organizations to this Agreement.
In Witness Whereof, the parties hereto, having read this Managed Print Services Agreement in its entirety, including all attachments, have executed this Agreement.
This Agreement is effective this _____day of ______________, 2___.
Initial term of this Agreement is ______ year(s) or until ______________.
Maximum term of this Agreement is five (5) years, or until ______________.
Contractor Signature Date Purchasing Entity Signature Date Contractor or Authorized Dealer Printed Name, Title Purchasing Entity Printed Name, Title
68 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 65 ATTACHMENT 1 – CANON LEASE AGREEMENT
COMMENTS AUTHORIZED CUSTOMER SIGNATURE
By: X Title:
Printed Name: Email Address:
By: X Title:
Printed Name: Email Address:
ACCEPTANCE CERTIFICATE
Customer certifies that (a) the Equipment referred to in this Agreement has been received, (b) installation has been complete d, (c) the Equipment has been examined by Customer and is in good operating order and condition and is, in all respects, satisfactory to Customer, and (d) the Equipment is irrevocably accepted by Customer for all purposes under this Agreement. Accordingly, Customer hereby authorizes billing under this Agreement.
Signature: Printed Name: Title (if any): Date:
TERMS AND CONDITIONS
1. AGREEMENT: CFS leases to Customer, and Customer leases from CFS, with its place of business at 158 Gaither Dri
ve, Suite 200, Mount Laurel, New Jersey 08054, all the equipment described above, together with all replacement parts and
substitutions for and additions to such equipment (“Equipment”), upon the terms and conditions set forth in thi
s NASPO Lease Agreement (“Agreement”).
2. TERM OF AGREEMENT: This Agreement shall be effective on the date the Equipment is delivered to Customer (“Co
mmencement Date”), provided Customer executes CFS’ form of acceptance (“Acceptance Certificate”) or o t h e r w i s e accepts the Equipment as specified herein. The term of this Agreement begins on the Commencement Date or any later date
that CFS designates (“Agreement Date”), and shall consist of the payment periods specified above and any renewal periods. After acceptance of the Equipment, Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof, except as set forth herein. The term of this Agreement shall end, unless sooner terminated by CFS after an event of default or under the Fiscal Funding provision, when all amounts required to be paid b
y Customer under this Agreement have been paid as provided. Except as provided herein, Customer has no right to return th
e Equipment to CFS.
3. RENEWAL OF LEASE; RETURNS OR PURCHASES OF EQUIPMENT; BUYOUTS: Leases shall not be subject to autom
atic renewals, except as hereafter provided. With the exception of a Capital Lease arrangement, or unless exerc
ising the purchase option on an FMV Lease, Customer shall return the Equipment at the end of the initial lease term
, or at the end of the Renewal Lease Term, or CFS may pick the Equipment up, without any further financial obl
igations to Customer. FMV Leases Upon expiration of the initial lease term, Customer may do one of the following:
(1) Exercise its purchase option, or; (2) Renew the lease on a m onth to month basis, or a 12-month basis, at the di
scretion of Customer, or; (3) Return the Equipment to CFS, or have CFS pick the Equipment up. Capital Leases Upon the expiration of the initial lease term, CFS shall provide title to the Equipment to the Customer, or as otherwise determ
ined in a NASPO ValuePoint Participating Addendum (“Participating Addendum”), and Customer shall not be subject to any additional expense in order to assume possession of the Equipment. Straight Leases Upon the expiration
69 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 66 of the initial lease term, Customer may do one of the following: (1) Renew the lease on a month to month basis, or a 12- month basis, at the discretion of Customer, or; (2) Return the Equipment to CFS, or have CFS pick the Equipment up. If Customer desires to exercise a purchase, renewal, or return of the Equipment, it shall give CFS at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Customer fails to notify CFS of its intent with respect to the exercise of a purchase, renewal, or return of the Equipment, the initial lease term shall be terminated on the date as stated in the Order and removal of the Equipment will be mutually arranged, unless otherwise specified in a Participating Addendum. Notwithstanding the foregoing, if Customer fails to notify CFS at least thirty (30) days prior to lease termination of a digital press Production Device and/or Industrial Print Equipment, then the lease will automatically renew on a month-to-month basis until Customer notifies CFS of its intent. In such a case, the automatic renewal term shall not exceed a maximum of 12 monthly payments. At which point in time, CFS will make arrangements to pick up the Equipment from Customer. If Customer does not exercise the purchase or renewal option, it will immediately make the Equipment available to Contractor in as good of condition as when Customer received it, except for ordinary wear and tear. Equipment Payments for renewal terms shall never exceed Master Agreement pricing. If Customer enters into a renewal term, then the Equipment Payment will be subject to the lease rates listed in the most recent Price List(s) posted on the NASPO ValuePoint website. Customers under FMV or Capital Leases shall have a Buyout to Keep Option. Customers under FMV, Capital or Straight Leases shall have a Buyout to Return Option. The Buyout to Return Option price shall be the Remaining Lease Balance (as hereinafter defined). The Buyout to Keep Option shall be the Remaining Lease Balance, less the Fair Market Value (as hereinafter defined).
Customer must notify the CFS, in writing, at least thirty (30) days in advance, if it wishes to exercise the Buyout to Keep option on an FMV or Capital Lease. Customer must notify CFS, in writing, at least thirty (30) days in advance, if it wishes to exercise the Buyout to Return option on an FMV, Capital or Straight Lease, and return the Equipment to CFS in good working condition (ordinary wear and tear excepted).
4. PAYMENTS: Customer agrees to pay to CFS, as invoiced, during the term of this Agreement the payments specified under “Number and Amount of Payments” above ("Payments"). Such Payments are comprised of the principal and interest thereon. Customer’s obligation to pay all amounts due under this Agreement and all other obligations hereunder shall be absolute and unconditional and is not subject to any abatements, set-off, defense or counterclaim for any reason whatsoever.
5. APPLICATION OF PAYMENTS: All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically, based on the date of the charge as shown on the invoice for each such amount, and among amounts having the same date in such order as CFS, in its discretion, may determine.
6. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE EQUIPMENT. CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED ''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 FOR A PARTICULAR PURPOSE. Any warranty with respect to the Equipment made by the manufacturer, dealer, or supplier is separate from, and is not a part of, this Agreement and shall be for the benefit of CFS, Customer and CFS’ successors or assignees, if any. So long as Customer is not in breach or default of this Agreement, 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 THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHOR IZED TO WAIVE OR ALTER ANY
TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESEN TATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS.
7. NON-APPROPRIATION OF FUNDS: The continuation of any lease or rental agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Customer may terminate any such lease or rental agreement, and CFS waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Customer’s funding sources are not available.
8. ACCEPTANCE; DELIVERY: Customer's execution of the Acceptance Certificate, or other confirmation of Customer's acceptance of the Equipment, shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not for any reason revoke that acceptance; however, if Customer has not, within five (5) days after delivery of such Equipment, delivered to CFS written notice of non- acceptance, specifying the reasons therefor and specifically referencing this Agreement, Customer shall be deemed to have irrevocably accepted such Equipment. CFS is the lessor and Customer is the lessee of the Equipment under this Agreement.
9. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Equipment from the location specified herein 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's legal name (as set forth in its constituent documents filed with the
70 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 67 appropriate governmental office or agency) is as set forth herein. The chief executive office address of Customer 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 or chief executive office address, and shall execute and deliver to CFS such documents as required or appropriate.
10. WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents a
nd warrants that the Equipment will not be used for personal, family, or household purposes. Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment. Customer shall put the Equ
ipment 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 authorizes CFS (and any third party filing service designated by CFS) to execute and file ( a) f
inancing statements evidencing the interest of CFS in the Equipment (including forms containing a broader description of
the Equipment than the description set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof.
11. RESERVED.
12. MAINTENANCE; ALTERATIONS: Customer shall at all times maintain and keep in effect a service contract, through one
of Contractor’s Authorized Dealers under the NASPO ValuePoint Master Agreement (“Master Agreement”) or by other contractual arrangements, to keep and maintain the Equipment in good working order and to 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 to the Equipment. Any and all replacement parts, accessories, authorized changes to and/or substitutions for the Equipment shall become part of the Equ
ipment and subject to the terms of this Agreement.
13. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICEN SE AND
REGISTRATION FEES, ASSESSMENTS, SALES, USE AND OTHER TAXES, AND OTHER EXPENSES AND CHARG
ES, together with any applicable penalties, interest, and administrative fees now or at any time imposed up on an
y Equipment, the Payments, or Customer's performance or non-performance of its obligations hereunder, wheth er pa
yable by or assessed to CFS or Customer. If Customer fails to pay any such fees, assessments, taxes, e xpenses or c
harges as required hereunder, CFS shall have the right but not the obligation to pay those fees, assessments, taxes, expenses a
nd charges, and Customer shall promptly reimburse CFS, upon demand, for all such payments made plus administrative fees and costs, if any. Notwithstanding the generality of the foregoing, Customer shall not be liable for property taxes, which shall be the sole responsibility of CFS.
14. INSURANCE: Customer, at its sole cost and expense, shall, during the term hereof including all renewals and extensions, obtain, maintain and pay for (a) insurance against the loss, theft, or damage to the Equipment for the full replacement value thereof, and (b) comprehensive public liability and property damage insurance. All s uch insurance s
hall provide for a deductible not exceeding $5,000 and be in form and amount, and with companies satisfactory to CFS .
Each
insurer providing such insurance shall name CFS as additional insured and loss payee and provide CFS thirty ( 30) da
ys’ written notice before the policy in question shall be materially altered or canceled. Customer shall pay th e prem
iums for such insurance, shall be responsible for all deductible portions thereof, and sha ll deliver certificates or other e
vidence of insurance to CFS. The proceeds of such insura nce, at the option of CFS, shall be applied to (a) replace or repair the Equipment, or (b) pay CFS the "Remaining Lease Balance," which shall be the sum of: (i) all am
ounts then owed by Customer to CFS under this Agreement; plus (ii) the present value of all remaining Payments for the full term of this Agreement; plus (iii) except in the case of Capital Leases, the Fair Market Value of the Equipment (as defined herein); plus (iv) any applicable taxes, and any expenses, charges or fees which may be payable as otherwise provided herein or in the Master Agreement or the applicable Participating Addendum. For purposes of determining pres
ent value, Payments shall be discounted at three percent (3%) per year. Customer hereby appoints CFS as Custom
er's attorney-in-fact solely to make claim for, receive p ayment of, and execute and endorse all documents, c
hecks, or drafts for any loss or damage to Equipment under any such insurance policy. If within ten (10) days after CFS’ request, C
ustomer fails to deliver satisfactory evidence of suc h insurance to CFS, then CFS shall have the right, but not the o
bligation, to obtain insurance covering CFS’ interests in the Equipment, and add the costs of acquiring and m
aintaining such insurance, and an administrative fee, to the a mounts due from Customer under this Agreement. CFS and
any of its affiliates may make a profit on the foregoing.
15. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Equipment from any cause whatsoever, effective upon delivery to the Customer, except that Customer shall be relieved of all risks of loss or dam
age to the Equipment during periods of transportation and de-installation. No such loss, theft or damage shall relieve Customer of any obligation with respect to its lease of the Equipment. If any Equipment is lost or stolen, Custom
er, at the option of CFS, will (a) replace the same with like equipment in a condition acceptable to CFS and conv
ey clear title to such equipment to CFS (and such equipment will become "Equipment" and be subject to the terms of this Agreement), or (b) pay CFS the Remaining Lease Balance. Upon CFS’ receipt of the Remaining Lease Balance, CFS sha
ll transfer the applicable Equipment to Customer “AS-IS, WHERE-IS” without any representation or warranty whatsoever, except for title, and this Agreement shall terminate with respect to such Equipment.
16. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a ) Custom
er fails to pay any Payment within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; (b) Any representation or warranty made by Customer in these lease terms or in the Master Agreement is
71 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 68 false or incorrect and Customer does not perform any of its obligations under these lease terms or in the Master Agreement, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after CFS has notified Customer; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors; (d) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor’s assets; or (e) Customer stops doing business as a going concern or transfers all or substantially all of Customer’s assets.
17. REMEDIES: If Customer defaults on a lease, then CFS, in addition to, or in lieu of, the remedies set forth in the Master A
greement, and Participating Addendum, may do one or more of the following: (a) Cancel or terminate the Or der; (b) Requ
ire Customer to immediately pay to Contractor, as compensation for loss of Contractor’s bargain and not as a pena
lty, a sum equal to the Remaining Lease Balance.
18. EXPENSES OF ENFORCEMENT: Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurr
ed in exercising any of its rights or remedies hereunder or in enforcing any of the terms of this Agreement, inc
luding, without limitation, reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. If CFS should bring court action, Customer and CFS agree that attorney's fees equal to twenty-five percent (25%)
of the total amount sought by CFS shall be deemed reasonable for purposes of this Agreement.
19. ASSIGNMENT: (i) Customer has no right to sell, transfer, encumber, sublet or assign the Equipment or any lease agreem
ent without Contractor’s prior written consent (which consent shall not be unreasonably withheld). (ii) CFS may not sell or assign any portion of CFS’ interests in the Equipment or any Order for leases, without notice to Customer even if
less than all the payments have been assigned. In that event, the assignee (the “Assignee”) will have such rights as CFS assi
gns to them, but none of CFS’ obligations (CFS will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Customer may have against CFS.
20. DATA: Customer acknowledges that the hard drive(s) on the Equipment, including attached devices, may retain im
ages, content or other data that Customer may store for purposes of normal operation of the Equipment (“Data”).
Custom
er acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the Data by CFS, if any, is purely incidental to the services performed by CFS. CFS does not have an obligation to erase or overwr ite Data
upon Customer’s return of the Equipment to CFS. This section survives termination or expiration of the lease term under the applicable Order. The terms of this section are without limitation of Contractor’s obligations with respect to Data under the Master Agreement, the applicable Participating Addendum, and the applicable Order.
21. 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 pa
yments due under the applicable Order, in inverse order of maturity, and thereafter shall be refunded. If the lease under
any Order is characterized as a conditional sale or loan, Customer hereby grants to CFS, its successors and assi
gns, a security interest in the Equipment to secure payment and performance of Customer's obligations under such Order.
22. UCC-ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT 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 PROTE CTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522.
23. WAIVER OF OFFSET: This Agreement 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 s
upplier, dealer, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under this Agreement, and unconditionally agrees to pay such Payments and other charges, reg
ardless of any offset or claim which may be asserted by Customer or on its behalf.
24. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that (a) Customer is a state or a political subdivision, institution of higher education, or agency of a state; (b) that entering into and performance of the Agreement is
authorized under Customer's state laws and Constitution and does not violate or contradict any judgment, law, order, or
regulation, or cause any default under any agreement to which Customer is party; and (c) Customer has compli ed with
any bidding requirements and, where necessary, has properly presented this Agreement for approval and adoption as a valid obligation on Customer's part. Upon request, Customer agrees to provide CFS with an opinion of counsel as to c
lauses (a) through (c) above, an incumbency certificate, and other documents that CFS may request, with a ll such doc
uments being in a form satisfactory to CFS.
25. GOVERNMENT USE: Customer agrees that the use of the Equipment is essential for Customer's proper, effici ent and
economic operation, Customer will be the only entity to use the Equipment during the term of this Agreeme nt and Custom
er will use the Equipment only for Customer's governmental purposes. Upon request, Customer agrees to prov
ide CFS with an essential use letter in a form satisfactory to CFS as to the preceding sentence.
72 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 69 ATTACHMENT 2 – CANON MAINTENANCE AGREEMENT
Customer (“you”): Customer Account: Equipment Location: Customer Account:
Purchasing Entity: Purchasing Entity:
Address: Address:
City: County: City: County:
State: Zip: Phone #: State: Zip: Phone #:
Contact: Fax #: Contact: Fax #:
Email: For each unit of Equipment listed, you shall indicate specific contact and location (if different than above) in the table below or in any Addendum to this Agreement.
Maintenance Billing Entity PO Required Meter Read Collection Options Base Charge: Dealer Canon Financial Services, Inc. (“CFS”) Yes No PO# ________________
Remote Reporting Software unless noted in table below*
Per Image Charge: Dealer Canon Financial Services, Inc. (“CFS”) Base Charge Billing Cycle Initial Term Coverage Plan
Monthly Quarterly Other ___________ _______ Months (min. 12)
If adding the Equipment below to existing
Per Unit Fleet Aggregate an Aggregate, provide either a contract # or serial # under Aggregate.____________
Excess Per Image* Charge Billing Cycle Price Plan Consumables Inclusive Toner Fulfillment Method Monthly Quarterly Other ___________ Fixed Toner Other___________ Customer order unless noted for
Equipment below**
Subject to the terms and conditions of this Agreement, Dealer agrees to service the Equipment listed below or in any Addendum(s) to this Agreement at the charges stated herein or therein. For newly installed Equipment, the Start Date is provided in Paragraph 1 of the Additional Terms and Conditions. The Start Date for previously in place Equipment is ____/____/___.
Model Serial #
Start Meter
B & W Color
Covered Images per unit or Fleet
included in Base Charge
All aggregate images should be listed per unit.
B & W Color Long Sheet
Per Image Charge in excess of
Covered Images
B & W Color Long Sheet
Base
Charge
per unit
or Fleet
Alt
Meter Method*
Contact: Phone #: Fax #: Email:
Location: Auto Toner Fulfillment: **(Requires Remote Software) Contact: Phone #: Fax #: Email:
Location: Auto Toner Fulfillment: **(Requires Remote Software) Contact: Phone #: Fax #: Email:
Location: Auto Toner Fulfillment: **(Requires Remote Software) Contact: Phone #: Fax #: Email:
Location: Auto Toner Fulfillment: **(Requires Remote Software) Subtotal from Supplemental Addendum
COMMENTS: Subtotal
Tax
Total
73 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 70 BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.
Customer’s Authorized Signature _______________________________________________________________________________________________________________ Printed Name __________________________________________________ ____ Title _____________________________________ Date ____ ____________________ A
DDITIONAL TERMS AND CONDITIONS
1. MAINTENANCE / TERM / CHARGES. DEALER 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, adj
ustment, 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 Firmware).
Unless otherwise set forth on the Face Page, Service Charges shall start billing and Customer shall start payment upon the c
ompletion of installation. Maintenance Base Charge(s) and Per Image Charge(s) as listed on the Face Page (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. Invoices shall be due and pa yable within 30 days of the invoice date unless otherwise stated on the invoice. Applicable taxes shall be added to the charges. If Aggregate plan is indicated on the Face Page, the Maintenance Base Charge and the Covered Images listed on the Face Page apply to all of the Equipment listed, unless otherwise indicated. When Fleet Plan is indicated on the Face Page, the Maintenance Base Charge and the Covered Images listed Face Page apply to all of the Equipment ordered schedule and other orders referencing Fleet plan for the Equipment .
I
f the Listed Items on the Face Page are added to an existing Fleet Coverage Plan under a previous transaction or contract between you and DEALER, (i) the fleet shall include the equipment listed under the previous order or contract, and all other order schedules or contracts for which the add to existing flee t option was selected, and (ii) the maintenance term for all Listed Items under this Agreement shall be the same as the main tenance term for all listed items under all such previous orders or contracts. If the Listed Items on an order are added to an existing Aggregate Coverage Plan under a previous order or contract between you and DEALER, the Covered Images shall apply to all of the Equipment on the Face Page, unless otherwise indicated, plus the listed items under previous order(s) or contract(s), and all other orders 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. If the Per Unit is indicated in the Equipment Maintenance Information Section on an order, the Maintenance Base Charge and the Covered Images listed in each Section of the Face Page shall apply on a per unit basis for the Equipment listed in that Section. Unless otherwise indicated on the Face Page, you authorize DEALER to use networked features of the Equipment and remote reporting software (“Remote Software”) to obtain meter readings, 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.
2. HOURS OF OPERATION AND ACCESS TO EQUIPMENT. Maintenance shall be performed during DEALER’s loca l regular
business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, excluding DEALER holidays). For all Maintenance service calls outside normal business hours, DEALER shall quote you on an as needed basis, but at no time will pricin g exc
eed what listed in the NASPO ValuePoint Master Agreement Price List(s). You shall give DEALER reasonable a nd s
afe access to the Equipment and DEALER shall provide labor or routine, remedial and preventive Maintenance as well as
remedial parts. DEALER may terminate its Maintenance obligat ions for any Equipment you relocate to a site outside DEALER’s service territory.
3. ITEMS NOT COVERED UNDER MAINTENANCE. Service calls not covered under this maintenance agreement shall be quoted on an as needed basis, but at not time will pricing exce ed what is listed in the NASPO ValuePoint Master Agreement (“Master Agreement”) Price List(s). The following items are NOT covered under Maintenance unless otherwise set forth on the Face Page: (a) all consumable supply items not provided as part of toner inclusive service, inclu ding, with
out 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, disaster (e.g., effects of water, wind , lig
htning, etc.) or misuse of the Equipment; (c) repairs due to the use of parts, supplies or software which are not supplied b
y DEALER and which cause abnormally frequent service calls or service problems; (d) repairs to fix problems resulting from service performed by person nel other than DEALER personnel ; (e) repairs due to use of the Equipment with non- compatible hardware or software components; electrical power ma lfunction or heating, cooling or humidity ambient conditions; (f) relocation of Equipment including de-installation and re-installation, which is a separate chargeable service, per the pricing in the Master Agreement; (g) repairs to or realignment of Equipment, and related training, necessitated by ch
anges you made to your system configuration or network enviro nment; (h) work which you request to be perform ed outsid
e of DEALER’s regular business hours; (i) repair of network/system connecti on device, except when listed on the Face Page; or (j) repairs due to the use of paper/media not in compliance with manufacturer’s published specifications. #___________
74 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 71
4. CONSUMABLE INCLUSIVE (INCLUDING TONER ABUSE). Consumable Supplies: All consumables are the property of DEALER until used. Consumables Inclusive Maintenance include s replenishment of toner only (unless other consumables are specified on the Face Page and applicable to the unit of Equipment). Toner is supplied for exclusive use with the unit of Equipment for which it is provided. DEALER may terminate the Maintenance under this Agreement if you use the consumables in a different manner. If your use of consu mables exceeds the typical use pattern (as determined solely by DEALER) for these items by more than 10% of the published manufacturer specifications for conventional office image coverage, or should DEALER, in its sole discretion, determine that consumables are being misused in any fashion, DEALER may invoice you for such excess usage and you agree to p ay for such improper or excess use, provided that DEALER shall not invoice you for excess toner usage as aforemen tioned unless and until DEALER has first notified you of the excess toner usage, and until you and DEALER 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.
Consumable Inclusive Maintenance is predicated upon deploy ment of DEALER’s remote reporting software, which may include Auto-Toner Replenishment. If expiration dates are indic ated on your consumable containers, you shall use the oldest container(s) first. You shall bear all risk of loss, the ft or damage to unused consumables, which shall remain DEALER’s property and shall be returned promptly upon termination of Maintenance for the applicable unit of Equipment.
5. BILLING / METER COLLECTION. (a.) You agree to provide timely meter readings to DEALER and to comply with the billing procedures designated by DEALER. If DEALER does not receive timely meter readings from you, you agree to pay invoices that reflect DEALER’s estimates of meter readings. DEALER reserves the right to verify the accu racy of any meter readings from time to time, and to invoice you for any sh ortfall in the invoice for the next periodic billing cycle. In accordance DEALER’s normal procedures and the meter rea d option selected;.(b.) You agree that DEALER shall be entitled to acquire meter readings using DEALER ’s remote reporting software, however if it does not communicate with DEALER for any reason, you agree to timely provide manual meter readings.
6. DEFAULT. You shall be in default of this Agreement if you fail to perf orm any of your obligations under this Agreement, including making prompt undisputed payments when due. DEALER may withhold service under this Agreement in whole or in part until any delinquent payment is received by DEALER. DEALER may terminate this Agreement in whole or in part upon your default with thirty (30) days notice to you, unless such d efault is cured by you within the thirty (30) day period. If an overdue payment is disputed in good faith within thirty (30) da ys after the due date thereof, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with DEALER. In the event of your default, DEALER may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay all charges then due but unpaid, including any applicable late charges or early termination fees as allowed under the Master Agreement.
7. LIMITED WARRANY. All Equipment is provided with a manufacturer’s end user limited warranty from Canon U.S.A., Inc.
Authorized Dealer is an authorized Canon service dealer and provides warranty service under the Canon U.S.A., Inc. limited warranties. All other Products are provided subject to such end user warranties and license terms as are provided by the manufacturer or developer as packaged or otherwise provided wit h the Listed Items. Authorized Dealer shall upon your request provide to you copies of all such end user warranties a nd license. SUCH WARRANTIES, TOGETHER WITH
WARRANTIES AS PROVIDED IN THE MASTER AGREEMENT AND THE APPLICBL E NASPO VALUEPOINT
PARTICIPATING ADDENDUM, 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 PRODUCTS, AND ALL SUC H OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE THAT SUC H WARRANTIES DO NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE PRODUCTS.
8. LIMITATION OF LIABILITY. NEITHER AUTHORIZED DEALER NOR CONTRACTOR SHALL BE LIABLE FOR
EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVE NUE OR PROFIT, LOSS,
CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES
OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAI M IS BASED AND EVEN IF AUTHORIZED DEALER OR CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
75 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 72 ATTACHMENT 3 – CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS
1. TERM. The Managed Print Services (“MPS”) shall begin on the Start Date and continue for the initial term specified above.
2. CHARGES. Authorized Dealer agrees that pricing shall remain firm for the initial terms of the Maintenance Agreement. Upon expiration of the initial contract term, or during any renewal period, Dealer reserves the right to increase the pricing upon thirty (30) days prior written notice, based on any changes to the fleet, or services being delivered, provided these changes are outside the scope of the original statement of work, and provided the pricing does not exceed the NASPO ValuePoint Master Agreement (“Master Agreement”) pricing. If you have selected the Fleet Coverage Plan, the Base Charge, Covered Im
ages and Per Image Charges noted above shall apply to all of the Equipment on the Schedule. If you have selected the P
er Unit Coverage Plan, the Base Charge, Covered Images and the Per Image Charges for each unit shall be reflected on the
Schedule.
3 . PRIOR ASSESSMENT. As part of an initial assessment, Authorized Dealer has performed a network and system discovery analysis of your IT environment in which services are to be rendered under this Agreement. Additionally, as part of the initial as
sessment, Authorized Dealer has used certain discovery tools to identify the components and conditions of your IT environment.
4. COVERED PRINTERS. This agreement is intended to provide services for your entire fleet of printers; however, certain models of printers may not be eligible for services under this contract due to age, geographic location or other reasons determined by Authorized Dealer. At Authorized Dealer’s discretion, the ineligible printers may be placed under a “Standard Plan” and identified on the associated schedule (“Schedule B”) and shall only receive toner cartridges and monitori ng s
ervices. The “Premier” scope of services as defined in Paragraph 7 covers only the printers identified on the associated schedule (“Schedule A” or “Schedule A-MICR”). The parties may agree to add or remove printers from time to time during the Term by mutual execution of an Authorized Dealer MPS Change Order. Customer shall provide Authorized Dealer a s
tandard device configuration sheet showing the start meter rea ding of the added printer(s) as of the start date of this contract. Otherwise, Authorized Dealer may compute a start reading for the printer(s) utilizing the current meter reading and s
ubtracting an estimated monthly volume per printer, as determined by Authorized Dealer. In the event Customer acquires additional devices subsequent to the start date of this Agreement, the start meter shall be zero. If the quantity of printers changes during the Term from the original quantity listed on Schedule A, Schedule A-MICR or Schedule B, Authorize d Dea
ler reserves the right to adjust the pricing accordingly.
5. YOUR RESPONSIBILITIES. As a condition precedent to Authorized Dealer’s duties:
(a) T
he Printers shall meet the “Fit for Service” requirements outlined in the MPS Customer Expectation Document (CED) and shall be in good working condition on the Start Date (as determined solely by Authorized Dealer in its reasonable discretion.)
(b) Yo
u shall provide Authorized Dealer with an accurate location and printed configuration page for each printer placed under this Agreement. You shall notify Authorized Dealer if you relocate any printers from the address indicated on S
chedule A, A-MICR, B or any related Change Order.
(c) Yo
u shall use only Authorized Dealer-approved parts and supplies for the Printers. (d) Y
ou shall have proper electrical and network connections, insta ll, and use Authorized Dealer approved surge protector where appropriate.
(e) Yo
u shall provide a Key Operator responsible for designated duties in the operator’s manual and insure that the pr
oper supplies are being installed and/or used correctly with the printers. (f) Yo
u are solely responsible for security of your electronic and other data. (g) Yo
u must install and keep the Data Collection Agent (“DCA”) installed on your network for networked devices and locally for non-networked devices throughout the Term of this Agreement. If the DCA does not communicate with Auth
orized Dealer, you agree to provide manual meter readings upon request. (h) Yo
u agree that Authorized Dealer may use estimated meter readings if it does not receive timely meter reading on an
y Printers covered by this Agreement.
(i) Yo
u shall utilize the Authorized Dealer ordering procedures for adding or deleting printers and ordering Toner Cartridges. You acknowledge that Authorized Dealer will not deliver services or toner for printers not list ed on Schedule A, Schedule A-MICR, Schedule B or any related Change O rder until you complete the proper ordering pr
ocedure to add the printer to the Agreement.
(j) Yo
u shall provide timely meter readings for any printer not connected to the DCA for any reason.
ADDITIONAL TERMS AND CONDITIONS
76 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 73
6. AUTHORIZED DEALER RESPONSIBLITIES
(a) Au
thorized Dealer may tag each Printer initially listed on Sche dule A, Schedule A-MICR or Schedule B with an Authorized Dealer Service tag indicating serial # and Authorized Dealer contact information. (b) P
rinters listed on Schedule A, A-MICR and B are provided replen ishment of Original Equipment Manufacturer (“OEM”) or 3rd Party manufactured toner cartridges, as indicated on Page 1, for exclusive use with the Printers specified on Schedule A, A-MICR and B. The pricing in this agreement is based upon 5% toner coverage for black & white and 20% for color letter size pages. You agree that Authorized Dealer may invoice you for excess usage in the event your actual toner usage exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the expected print volume (“EPV”) minus the actual print volume reported. The EPV = actual number of cartridges shipped x the toner yield per cartridge x 90%. You shall bear all risk of loss, theft or damage to unused toner cartridges provided to you under this Agreement, which shall remain Authorized Dealer’s property and shall be r
eturned promptly upon termination of this Agreement.
(c)
Authorized Dealer may perform an initial walkthrough of Custom er locations covered under this Agreement .
Cus
tomer shall identify each networked and non-networked device to be covered under this agreement. Authorized D
ealer will deliver, install, configure and test its network Data Collection Agent (“DCA”) with your IT staff assistance.
A
uthorized Dealer will provide all technical support, updates and maintenance for the DCA. (d) Yo
u acknowledge that Authorized Dealer’s ability to deliver the services is dependent upon your full and timely cooperation with Authorized Dealer, as well as the accuracy and completeness of the information provided by you to Authorized Dealer. If, during the initial three (3) months of the Term, the assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or misstated, the parties agree to meet and in good faith ne
gotiate equitable changes in the scope of work and associated charges. You agree to follow the detailed operational procedures and program guidelines, which are explained in the MPS Customer Expectation Document, wh
ich you hereby acknowledge, receipt of at the time of executing this agreement.
7. SERVICES. YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS P ARAGRAPH 7 ONLY FOR THE
EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A-MICR, CHANGE ORDER FORM A, OR CHANGE ORDER FORM A-MICR . SUCH SERVICES ARE SUBJECT TO THE EXCLUSIONS HERINAFTER DESCRIBED.
8. COVERED SERVICES
(a) Au
thorized Dealer shall provide all routine preventive maintena nce, maintenance kits and emergency servic e nec
essary to keep the Printers in good working order in accordance with this Agreement and Authorized Dealer’s nor
mal practice. Such service shall be performed during Authorized Dealer’s local regular business hours (8:00 A.M. t
o 5:00 P.M. Monday through Friday, except holidays).
(b) Y
ou shall afford Authorized Dealer full, free and safe access to the Printers to perform on-site service. Authorized Dealer may terminate its maintenance obligations as to any Printers if you relocate it to a site outside Authorized Dealer’s authorized service territory. If, in Authorized Dealer’s opinion, any Printers cannot be maintained in good w
orking order through Authorized Dealer’s routine maintenance services, Authorized Dealer shall, at its option, either (i) substitute comparable Printers or (ii) cancel the ba lance of any remaining term of this Agreement as to such Printers and refund the unearned portion of any prepaid ch arges hereunder. Parts replaced or removed by Authorized Dealer in connection with maintenance services hereunder shall become the property of Authorized Dealer and you disclaim any interest therein.
9. NON-COVERED SERVICE. You acknowledge that Authorized Dealer shall not have obligatio n s r el a te d to i ) o v e r ha ul s and/or reconditioning of printers; ii) printer user errors; (ii i) the alteration, modification or customization of any softwar e c
ontrolling, used by, installed on or embedded in the Printers; (iv) the service or repair of devices, accessories, power, data or
communication lines or other instruments which are external to or otherwise not a component part of the Printers; (v) hard drive removal or (vi) supplying external communications or data t ransfer lines, paper or other throughput, staples, cassettes, exit trays or other like items or supplies (other than toner cartridges as defined in section 3 ) used or consumed in the normal op
erations of the Printers (“Excluded Items”). The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with Canon’s then current contract pricing:
(a) r
eplacement of any consumable supply item other than toner; (b) r
epairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which are not supplied by Authorized Dealer and which cause abnormally frequent service calls or service proble ms; service performed by personnel other tha n A
uthorized Dealer personnel; transportation of the Printers; accident; use of the Printers with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) r
e-installation or relocation of Printers;
(d) r
epairs to or realignment of Printers, and related training, ne cessitated by changes you made to your system configuration or network environment;
77 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 74 (e) r epairs or service required because of inadequate operation of the Printers (e.g., Authorized Dealer technician is dispatched to rectify a problem described in the operator manual); and (f) w
ork that you request to be performed outside of Authorized Dealer’s regular business hours.
10. 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 (“Data”). You acknowledge that Authorized Dealer is not storing Data on your behalf and that exposure or access to the Data by Authorized Dealer, if any, is purely incidental to the services performed by Authorized Dealer. You are solely responsible for the Data. The Canon branded Equipment contains various security features that you can utilize. Upon your request, Aut horized Dealer will work with you to provide informatio n r
egarding your options and offer services to assist you. Please note that Canon offers basic data security options free of c
harge; however, other optional services may have an additional cost associated. The terms of this Section shall solely govern as to 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 Authorized Dealer could be construed to apply to Data.
11. TERMINATION. Either party may terminate this Agreement, with or without cause, by providing thirty (30) days written notice to the other party.
78 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 75 ATTACHMENT 4 – CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT
1. Introduction. T his Customer Expectation Document is designed to provide details related to the Canon Managed Print Services (‘MPS”) Program and to answer commonly asked questions. The terms and conditions of the MPS program can be found in the associated Managed Print Services Agreement.
2. Program Objectives. The MPS program is designed to help organizations achieve business efficiencies and cost s
avings through better management and administration of print environments. Our unique consulting process c
ontemplates collaboration with our customers to identify areas for print optimization, increased productivity and cost sav
ings. Critical to this process is the availability of print volume data from all sources within the print enterprise. T he s
uccess of the program is dependent on uninterrupted communication with the printers or alternative sources of data c
apture in order for Authorized Dealer to perform the services and provide accurate and timely billing under the agreem
ent.
3. Initial Contract Set-up
a) St
art Date. The contract becomes effective approximately 10 days after the Customer executes the MPS Agreem
ent accompanied by a complete listing of the covered Printers on Schedule A and Schedule B, if applicable.
T
his allows Authorized Dealer ample time to prepare its systems to accept customer calls and begin to provide se
rvices.
b) Initial P
rinter Listing. Schedule A and B contain all relevant information on each printer initially covered under the MPS A
greement. Printers listed in Schedule B will only be eligible for toner fulfillment and monitoring services. The Custom
er is responsible for discovering and identifying the required information for all printers to be covered under thi
s agreement. Although Authorized Dealer software tools may help discover devices based on detection of activity, idle units and units with no network connection may not be detected during this discovery process. In the event a customer identifies additional equipment which was mistakenly excluded from the original schedules, add
itional printers can be added using the Change Order form along with a printed configuration page for each printer added and made retroactive to the start date. Customers who call for services or toner for units not yet adde
d to the contract may be told their printer is not covered since it will not appear in the Authorized Deale r sy
stem.
c) “Fit for Service” Requirements. Prior to the start of the contract, the following must be confirmed:
i. Each pr
inter must have a minimum of 25% toner remaining in the cartridge; ii. Each pr
inter must have a minimum of 25% life remaining for other consumable maintenance items (fuser kit, m
aintenance kit, drums);
iii. Any printer displaying a service or supplies alert (error codes, low consumables, etc.) or demonstrating a techni
cal or performance issue (regardless of alert status) must have the condition corrected; iv. An
y printer with an image quality issue must have the condition corrected; and v. Any printer inadvertently placed on an MPS contract that does not meet “Fit for Service” requirements, must have th
e issues promptly remediated or the Printer must be removed from the MPS contact. d) Custom
ers can contact Authorized Dealer Customer Service (see Section 5 below) to purchase the required consum
able items (toner cartridge, maintenance kit, fuser kit, drum, etc.) and/or request a service call to remediate technic
al issues, so the printer can be added to an MPS contract. e) Tagging. Each
printer initially covered under the agreement may be tagged with an Authorized Dealer Service tag by an Authorized Dealer representative. The tag includes the serial # of the printer, the phone # for service and suppli
es and other relevant information. The tag should not be removed from the printer during the term of th e agreem
ent. Authorized Dealer may mail tags to the customer for placement on the printers for machine additions or remote l
ocations during the term of the contract.
f) Installation of
DCA Software. Authorized Dealer will work with the Customer’s IT staff to perform the initial installation of the Data Collection Agent (“DCA”) software for networked devices. Additionally, Authorized Dealer m
ay assist the Customer’s IT staff to push the local client version of the DCA software for use with any non- networked printers. It is the Customer’s responsibility to keep the DCA installed during the term including any reinstallation that may be required because of change in the Customer’s infrastructure or environment.
4. Ordering Procedures
a) Toner. Printer toner cartridges may be ordered from Authorized Dealer by either calling Customer Service or by placing an on-line order (if applicable). Customers who wish to use on-line ordering must first register through Auth
orized Dealer’s on-line customer portal. Customers will be asked to provide the related serial # or asset tag# l
ocated on the asset tag placed on the printer. The maximum toner order is limited to one (1) cartridge per serial#.
79 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 76 Authorized Dealer Reserves the right to limit toner shipments based upon print volume/utilization. Canon’s Managed Print Services program does not contemplate the provision of “shelf stock” at Customer locations.
Customers that require extra toner stored onsite may purchase shelf stock by contacting Customer Service (see Section 5 below).
b) Service Calls. Requests for repair may be placed by either calling Authorized Dealer’s Dispatch Center or by placing a service request on-line within the Authorized Dealer’s on-line customer portal (if applicable). c) Add/Remove. Additions or deletions of printers covered under the MPS Agreement are made by executing and submitting an MPS Change Order form indicating the pertinent information on the specific units being added or removed from the agreement or submitting such request on-line within the customer portal (if applicable).
Additionally, Customers must provide a printed configuration page from each added or removed unit that provides Authorized Dealer necessary meter, quality and other information necessary to make the change effective. Please note that changes to the printer fleet configuration may impact the price per copy reflected in the contract on a prospective basis.
5. Customer Service. For any questions or contract changes, please reference the following contact information:
Email: _________________________
Phone: _________________________
6. Relocations. If Customers relocate any printers under the agreement, they must promptly notify Authorized Dealer in order to change the location information in the Authorized Dealer database. Customers are responsible for de-installing and reinstalling all relocated printers including installation of the DCA in order to keep the printers communicating with Authorized Dealer. Please note that printers relocated outside of Authorized Dealer’s Servicing geography may not be eligible to be covered under this agreement.
7. Meter Collection. The MPS program is designed to automatically collect periodic meter readings from the printers covered under this agreement using the DCA software program. The DCA program is initially installed on the Customer network for connectivity to networked printing devices. A local DCA program must be installed on individual networked computers in order to communicate with non-networked printers. It is extremely important to keep the DCA software connected in order for Authorized Dealer to capture information in order to provide the services under the MPS Agreement. Customers are responsible to maintain this critical connection that may require reinstallation of the local DCA software when upgrading, replacing or repairing related computers.
8. Fixed Volume. If Authorized Dealer does not receive timely meter readings from the DCA software or alternatively from the Customer through other means of communication, Authorized Dealer will estimate the usage on the related devices utilizing predetermined average monthly volume information, which are based on Authorized Dealer standard usage rates by model.
9. Toner Usage Reconciliation. The MPS program includes replenishment of toner cartridges based upon toner page coverage of 5% for black toner and 20% for color toner. Customers who print images with more toner average coverage should expect to pay additional charges. Toner usage reconciliation is done separately for black toner, color toner, and MICR toner. Please see the reconciliation example below:
Toner Manufacturer Yield per Cartridge 3,000
# of Cartridges shipped to Customer* x 10
Manufacturer Expected Print Volume 30,000
Extra 10% provided by Authorized Dealer 3,000
Authorized Dealer Expected Print Volume 27,000
Actual Print Volume 25,500
Volume Reconciliation 1,500
Price per Page x $ .0200
Toner Usage Reconciliation Charge $30.00
* Note 1: Certain cartridges for the same models may contain different manufacturer yields. * Note 2: Cartridge yield associated with “Unused Toner Cartridges” (see definition in Section 12 below) purchased from Authorized Dealer for purposes of “shelf stock” may be considered during toner reconciliation, when the Actual Print Volume exceeds the Authorized Dealer Expected Print Volume.
10. Quarterly Review Process. Customers are entitled to a quarterly review discussion to review expectations, charges, print volume data and recommendations for further optimization of the print environment.
11. Renewal and End of Term Process
80 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 77 a) The MPS agreement will not automatically renew. If the Customer wishes to renew, then Authorized Dealer shall promptly provide a renewal quote for the renewal period. Upon mutual agreement, a new agreement shall be executed for the renewal term.
b) If
the Customer does not choose to renew, the Customer may return unused toner cartridges within 30 days of the end
of term and Authorized Dealer will adjust the # of cartridges shipped for computing the final toner reconciliation d
escribed above.
c) Customers must contact Authorized Dealer’s Customer Service to obtain return instructions and return authorization # prior
to mailing the returned supplies back to Authorized Dealer. In the event Authorized Dealer is unable to obta
in a final meter reading from the DCA or other reasonable means, Authorized Dealer will estimate the final meter reading using customer volume history or utilizing the Authorized Dealer standard usage rates by model.
12. Unused Toner Cartridges. Unused toner cartridges are defined as the original items shipped to Customers, which:
a) were provided to the Customer by Authorized Dealer;
b) are in
the original box, which is unopened and undamaged;
c) the contents (toner cartridges) are sealed and undamaged; and d) are de
eded resalable, in Authorized Dealer’s sole discretion.
13. Restocking Fee. A restocking fee of 10 percent (10%) of the MSRP value shall be charged for all unused toner cartridges returned to Authorized Dealer, unless the returned cartridge is deemed defective or the restocking fee is prohibited by law.
14. Toner Availability. Authorized Dealer shall use commercially reasonable efforts to procure toner cartridges for the printer(s) covered
by the MPS contract. In the event OEM toner is no longer readily available (discontinued by the manufacturer, restricted distribution, exhausted inventory, etc.) Authorized Dealer shall, at its option, either (i) substitut e OEM cartr
idges with compatible (3rd party) toner cartridges, or (ii) substitute comparable printer(s) at your expense, or (
iii) c
ancel the balance of any remaining term of the MPS contract for the affected printer(s) and refund the unearned porti
on of any prepaid charges associated with the printer(s).
81 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 78
ARTICLE II
DCA Software & Technical Requirements
Authorized Dealer must utilize data collection software to provide services under this agre ement. Authorized Dealer is responsible to maintain the software, provide updates when necessary, and assist with the initial installation as necessary.
The detailed technical information with respect to the Data Collection Agent (DCA) is as follows:
The DCA collects usage data on Products from predefined Management Information Bases (MIBs), using Simple Network Management Protocol (SNMP). For greater security, the DCA initiates communication solely with the Authorized Dealer Data Repository. Communication sessions are conducted via HTTPS (port 443), the universal standard in secure transactions. The DCA sends and receives data in a single hourly session.
Authorized Dealer does not provide root access or local edit access to the DCA and Authorized Dealer does not permit scripts to be run against the DCA.
Customers must provide the following technical information in conjunction with the implementation of the Canon Managed Print Services program. This information is required specifically for the expressed purposes of configuration and implementation of the DCA. Requirements and details below may be subject to change based on modifications to the existing software or a change to the DCA software being utilized.
INFORMATION
DCA Server (must be able to access all subnets with devices under contract) Hostname
IP Address
Default Gateway
Fully Qualified Domain Name
DNS Server (primary and secondary)
Subnet Mask
Network
Subnet Range(s)
Proxy (if applicable)
Proxy Name
Port Number
Username / Password (if required)
SNMP
Public (READ)
Any non-public SNMP community strings
CONFIGURATION
In addition to the information above to function properly, the DCA requires the following network configuration Port 80 TCP (outbound access)
Port 443 TCP (outbound access)
SNMP (access to all subnets with devices on contract) Port 161 UDP (access to all subnets with devices on contract)
ADDITIONAL PORTS REQUIRED FOR MDS CLOUD CC AGENT
Port 427 UDP (outbound access)
Port 47545 UDP (outbound access) (Canon Devices)
Port 47546 TCP (outbound access) (Canon Devices)
Port 9007 TCP (outbound access) (Canon Devices)
Port 50700 UDP (inbound access) (Canon Device event notifications ) Port 11427 UDP (inbound access) (Canon Device power status notifications) Port 44301 TCP (inbound access) (Open CC Agent dashboard on netw ork)
HARDWARE
Hardware: Non-dedicated server powered on 24 hours a day, 7 days a week Network Card: 100mbit or higher
RAM 512 MB or higher
Internet connected browser
ADDITIONAL HARDWARE REQUIRED FOR MDS CLOUD CC AGENT
82 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 79 Dual Core CPU 2.0GHz or faster
RAM 4GB or more Recommended 8GB or more
Available Storage 8GB or more Recommended 35GB or more
SO
FTWARE
Computers where the DCA will be installed must meet the following software requirements:
Windows 7, 8, 10, Server 2008 R2, Server 2012, Server 2016 or higher and .NET Framework 3.5 SP1 Including .NET 3.0 and 2.0 Feature enabled
Virtualization software support: The following virtualization software will support the installation:
Microsoft Virtual Server 2005
VMware GSX
ADDITIONAL SOFTWARE REQUIRED FOR MDS CLOUD CC AGENT
Virtual Environments:
VM
ware vSphere v6.0/v6.5
Microsoft Hyper-V: Windows Server 2008 R2/Server 2012/Server 2012 R2 .NET Framework 4.5.2 or higher: htt ps://www.microsoft.com/en-US/download/details.aspx?id=42643 IIS 10.0 Express: htt ps://www.microsoft.com/en-us/download/details.aspx?id=48264 SQL Server Express 2014 SP2 or higher: ht tps://www.microsoft.com/en-US/download/details.aspx?id=53167
COLLECTION INTERVALS FOR MDS CLOUD CC AGENT
Errors and alerts – E very 5 minutes while not in sleep mode Consumable Supplies (Toner & Paper levels) – Every 60 minutes while not in sleep mode Counters – E very 8 hours
DATA TRANSMISSION
The DCA transmits small amounts of data to the central server. This data includes only statistical and alert condition information. NO IMAGE DATA IS TRANSMITTED. The following data estimates are provided to assist in the assessment of network impact.
DCA scan, blank IP: 5.2KB
DCA scan, 1 printer: 7.2KB
DCA scan, 1 printer, 254 local IP addresses: 96KB
DCA scan, network of 15 printers, 254 local IP addresses: 125KB
83 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 80 ATTACHMENT 5 – CANON DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT
MASTER SERVICES AGREEMENT TERMS AND CONDITIONS
This Attachment includes additional terms and conditions that a pply to Maintenance Agreements for Purchasing Entities (referred to as “Customer” herein) for Océ Production Equipment and Large Format Equipment (referred to as “Equipment” herein). In the event of a conflict between the Canon Maintenance Te rms and Conditions set forth in Attachment 2 and the terms and conditions in this Attachment 5, the terms and conditions in this Attachment 5 shall govern.
1. Instal
lation and Site Preparation
1.1 Authorized Dealer shall install the Equipment at the location identified on the applicable Schedule ("Equipment Location"). Installation shall be deemed complete when the Equ ipment has been installed and is ready for commercial operation. Customer shall furnish a suitable installation site in accordance with Authorized Dealer ’s power, environmental, and
other requirements. All site preparation, including approp riate space requirements, electrical wiring, air conditioning, required venting or special duct work and necessary permits or approvals, is Customer’s responsibility.
1.2 For Software installed at a Customer location, installation s hall be determined complete when the Software has been installed and is ready for commercial operation. For all of the Software, installation shall be deemed complete when Customer is provided instructions on how to access and/or download the Software.
2. Suppli
es
Customer is entitled to the amount of toner/supplies which, on average, covers six percent (6%) of the letter size media unless another coverage rate is specified in an Order. Unless otherwise agreed to in an Order, for cutsheet color products, Custom
er is entitled to the amount of toner/supplies which, on average, covers ten percent (10%) of the letter size media per col
or (black counts as a color). Unless specifically agreed to in an Order, supplies do not include staples.
Reconci
liation 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.
3. M
aintenance
3.1 Equipment Support: Authorized Dealer shall provide Custome r: (a) Authorized Dealer's standard preventive maintenance services (“PM’s”), including labor and replacement parts to be provided Monday – Friday during Authorized Dealer’s standard business hours (the length and frequency of periods of time required for preventive maintenance will be determ
ined by Authorized Dealer); (b) corrective maintenance coverage as indicated on the applicable Schedule, including lab
or and replacement parts (service on Authorized Dealer holidays is available with advance notice to Authorized Dealer and Authorized Dealer shall bill Customer at its then current hourly rates for holiday service) provided that repairs can be perf
ormed in the field; and (c) engineering changes, including safety changes, deemed necessary by Authorized Dealer .
Prevent
ive maintenance includes testing, adjusting, cleaning and replacement of components scheduled in accordance with the
Equipment service specifications. PM’s performed on weekends, holidays or between 5PM and 8:00AM (at Customer’s reques
t) will be billed at Authorized Dealer’s holiday rates according to the Master Agreement Price Lists. If Customer ref
uses to permit installation of a safety change or removes one already installed, Authorized Dealer may discontinue maintenance support services for all Equipment until the hazard has been corrected. All defective parts removed during maintenance shall become the property of Authorized Dealer. Parts used for repair may be used or remanufactured in acc
ordance with manufacturer’s specifications. The Equipment may contain software that allows Authorized Dealer to access the Equipment remotely (“Remote Software”). In such cases, Customer authorizes Authorized Dealer to use the Rem
ote Software to (i) receive software updates and transmit use and service data accumulated by the Equipment over Custom
er’s network by means of an HTTPS (or other) protocol and (ii) store and analyze such data solely for Authorized Dealer’s
own purposes related to servicing the Equipment and for product improvement.
3.2 Customer shall: (a) provide Authorized Dealer full, free and safe access, subject to Customer’s safety and security regulations, to the Equipment for performance of maintenance as deemed necessary by Authorized Dealer; (b) allow Authorized Dealer to store reasonable quantities of maintenance equipment and/or parts on Customer's premises; (c) provide a suitable environment for the Equipment in accordance with manufacturer’s environmental requirements; and (d) inform Authorized Dealer promptly of any operating problems
3.3 Remote Help Desk Support (app licable to cut sheet printers and Software under 5x8 service coverage) If Customer purchases “Remote Help Desk Support”, then the following terms are applicable:
(a) Auth
orized Dealer provides Remote Help Desk Support via telephone, to access Authorized Dealer Support Spec
ialists for operator questions, installation support, explanation of maintained software features and
84 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 81 functionality, network connectivity questions, and other support issues (“Remote Support”). Remote Support is available Monday – Friday 8:00AM to 8:00PM EST, excluding holidays. By purchasing Remote Support, Customer has unlimited access to the help desk.
(b) Authorized Dealer will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the Authorized Dealer 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.
3.4 Services for Additional Charge
(a) The services listed in this Section are not included as part of Authorized Dealer’s remedial or preventive maintenance services: Services for repair of Equipment (including the inkjet heads in Authorized Dealer’s printers or the fuser rollers in Authorized Dealer’s continuous feed printers) or replacement of parts (including the inkjet heads in Authorized Dealer’s printers or the fuser rollers in Authorized Dealer’s continuous feed printers ) caused or made necessary, in Authorized Dealer’s reasonable discretion, in whole or in part, by: (i) Customer’s failure to continually provide a suitable environment in accordance with Authorized Dealer's requirements; (ii) 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 Authorized Dealer's or manufacturer’s operating instructions or within manufacturer’s specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism, vandalism or burglary; (d) alterations of Equipment, including any deviation from Equipment design, unless previously authorized in writing by Authorized Dealer; (iv) attachment(s) to the Equipment, including connection of devices not supplied by Authorized Dealer, which cause the Equipment to malfunction, unless previously authorized in writing by Authorized Dealer; (v) Customer’s failure to perform or its failure to correctly perform the normal duties of Customer’s operators; (vi) the use of any non-Authorized Dealer parts, toner, developer or inks; (vii) the use of forms not in compliance with Authorized Dealer’s paper specifications; (viii) maintenance or repair services performed by Customer or a third party without written authorization from Authorized Dealer; or (ix) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by Authorized Dealer. If in Authorized Dealer’s reasonable discretion, Equipment has been rendered un- repairable, then Authorized Dealer may refuse to render services under this Agreement and may terminate the appropriate Schedule.
(b) If repairs or replacements as set forth above are needed due to the causes listed in (a) above, Authorized Dealer’s prices to provide any such repair or replacement will: (i) use the published hourly NASPO ValuePoint Master Agreement service rates and minimum charges for the service time, which includes travel and waiting time; (ii) use the current parts and material prices; and (iii) travel expenses. All repairs will be governed by the terms of this Agreement, however, Authorized Dealer reserves the right to decline to perform such services.
(c) Authorized Dealer may withdraw any item of Equipment from maintenance coverage (i) if such Equipment has been removed from the Equipment Location and Authorized Dealer does not offer maintenance services at the new Equipment location; or (ii) if Authorized Dealer declares end of life for such Equipment, and then only with at least ninety (90) days prior written notice. Customer shall pay monthly service charges up to the date of termination. For any prepaid amounts, Authorized Dealer shall refund or credit the pro rata amount of the remaining term from the effective date of termination.
85 ATTACHMENT B
86 87
88 89
90 91
92 93
94 95
Equipment Order and Serv ice Contract Agreement
DATE Account Representative
June 23, 2025 Steve Wolff
SIMI VALLEY CALIFORNIA, CITY OF
Bill To: Ship To: Contact Information
2929 Tapo Canyon Road SAME Maria Mondala‐Duncan, Senior Management Analyst
Simi Valley, CA 93063 805‐583‐6887
[email protected]
Details: New purchase includes Canon imagePRESS V800 and imageR UNNER ADVANCE DX 8 905. Colorado ‐ NASPO ValuePoint #187646 Califor nia Participating Addendum Cont ract #7‐24‐70‐46‐01 to be written on PO provided by City of Simi Valley payable to Canon Financial Serv ices (per the agreement). Service, maintenance, and copies billed Quar terly in arrears at 0.0039 (Black) and 0. 039 (Color). Copy rates are locked in for the first 24 months; an increase of no more t han 10% per year thereafter.
Lease BW Page
Allowance
Color Page
Allowance
BW CPC
Rate
COLOR CPC
Rate
Payment
Terms Type of Service
60‐MO
Beginning 8‐1‐25 0 0 0.0039 0.039
Lease
CPC
QTY DESCRIPTION PART NUMBER Payment
See Att ached Schedule $3,000.12
Colorado NASPO ValuePoint #187646
California Participating Ad dendum Contract #7‐24‐70‐46‐01 *Does not include Sales Tax, paper and staples
BY SIGNING BELOW, YOU AGREE TO ALL TERMS AND CONDITIONS OF AS L ISTED ON THE REVERSE OF THIS CONTRACT:
SIGNATURE____________________________________________DATE______ ________________ PRINT NAME TITLE ____
DPEO Rev 6 09232024
This Agreement represents both the terms of the equipment acqui sition and/or the service contract for the equipment as detaile d on page one. This Agreement is between the Customer and DocuP roducts (DP). No other representations, verbal, electronic, facsimile, written, expressed, or implied pertain, unless described herein. This agreement shall become binding upon Customer signature a nd supersedes any previous written or oral proposal, and it constitutes the entire agreement between both parties. Customer agrees that DP m ay accept an electronic transmission of this Agreement as an or iginal, and that an electronic signature will be treated as an original for all purposes.
Canon Financial Services
158 Gaither Drive, Suite 200
Mount Laurel, NJ 08054‐1716
ATTACHMENT C
96
1. Acquisition Plans: The Lease, Cash Purchase or Rental plan stat ed herein excludes state, local and property taxes. Leasing plans are subject to prior cr edit approval. Cash Purchases are COD, unless otherwise stated . Credit Card Payments may have an additional fee.
2. If service is selected, this agreement covers the labor and mat erial for adjustments, repairs, and replacement of parts as required by normal use of the equip ment, subject to the exceptions in and in accordance with these terms and conditions . Leased equipment is subject to separate terms and conditions as detailed in the equ ipment lease agreement.
3. Delivery of the equipment shall be made to location(s) stated h erein. DP shall deliver and install the equipment and accessories listed. The customer shal l ensure that the installation area(s), electrical outlets, spa ce requirements, network drops, and data/fax lines required are active, functional, and acce ssible. If Customer location ha s stairs Customer must notify DP prior to delivery. Access ways must be suitable for the pass age of the equipment.
Delivery times and dates are subject to equipment availability and in most cases will occur 7‐21 business days upon receipt of signed copy of this and any additional contracts required. In the event of back orders, forces of nature, of lab or disturbances, inclement weather or other circumstances beyond DP control, there may be a delay in the delivery dates/time.
4. Network Survey: Customer shall complete a Network Survey prior to delivery. If Customer has internal IT Staffing, it is recommended for a Customer IT/I S staff member to be present during network integration. If no Customer IT support is on sta ff, Customer will allow DP Staff access to Customer Network, Server, and Staff Workstations to complete.
5. Training shall be made available on the date of delivery as wel l as additional training sessions at a date/time mutually agreed upon. Additional traini ng may be requested if there are Customer staffing changes or refresher training is needed.
6. Data and Security: Customer ackno wledges that the hard drive(s) on the Equipment, including attached devices, may retain images, content, or othe r data that Customer may store for purposes of normal oper ation of the Equipment (“Data” ). Customer acknowledges that DP is not storing Data on b ehalf of Customer and that expo sure or access to the Data by DP, if any, is purely incidental to the services performed by D P. DP has no obligation to erase or overwrite Data. Customer is solely responsible for its compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention, and protection. Equipment which may offer Standard or Optional HDD Data Encryption capabilities, which disguises in formation before it is written to the hard drive using encryption algorithms must be considered to meet Customers’ int ernal policies. Customer shall indemnify DP from and agai nst any and all costs, expenses , liabilities, claims, damages, losses, judgments or fees arising or related to the storage, t ransmission or destruction of Data, caused by Customer’s neglig ent or intentionally wrongful conduct save and except for any such cost
s, expenses, liab ilities, claims, damages, losses, judgments or fees arising or related to the storage, transmission or destruction of Data, ar ising out of the willful misconduct, sole negligence or concurrent active negligence of DP Indemnities.. This section survives termination or expi ration of this Agreement.
7. Remote Diagnostic Services (RDS) : RDS or alternate DCA is avai lable on most new devices.
RDS allows DP to obtain meter data, receive low toner alerts an d allow DP Technicians to have proactive information. If Customer declines this service, meter data and low supply levels must be reported by the Customer in a timely matter or D P reserves the right to estimate meters based on historical data. If customer fails to provide meter readings, DP will estimate meter readings. Af ter 2 consecutive billing perio ds, DP will dispatch a representative to obtain meter r eadings and customer will be ch arged a minimum of $25 on the next contract invoice.
8. WARRANTY: If Customer declines a service contract, the equipment will include a warranty for 30 days from the date of install. Warranty coverage includes parts and labor only. All consumable items such as toner, drums, imaging units, waste con tainers, etc., are excluded.
The seller makes no warranties (including any warranty as to me rchantability or fitness for a particular purpose) either expressed or implied with respect to the goods covered by this agreement. Buyer shall be limited to the warranty of the respec tive manufacturers of the goods sold or supplemental DP warranty agreement, if applicable .
9. Service Maintenance Contract Plans:
Parts, labor, travel time, drums , preventive care and black and color (if applicable) toner (CPC)
Parts and Labor Only (PLO)
Time and Materials (TM)
All service contracts begin on the date of installation. Any billed in arrears must be paid through the end of the contract term. Leased equipment is subje ct to separate terms and conditions as detailed in the equipment lease agreement.
10. Service Calls: Service calls are performed between the hours of 8:30AM to 5:00PM Monday through Friday except Holidays. D P observes the following Holid ays. New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, th e Friday after and Christmas Day. If service is required outside DP normal busines s hours, hourly travel and labor charges will apply. Any services performed on Holidays wi ll be triple the hourly rate.
11. Service Response and Deliveries: I n the event of any force of n ature, inclement weather, labor disturbances, embargos, war or other outbreaks of hostili ties, inability to obtain materials or shipping space, mach inery, breakdowns, delays of c arrier of suppliers, government acts and regulations, or other circumstances beyond DP control, there may be a delay in DP Technician arrival fo r calls or deliveries. DP has an average response time of 4 hours. Calls made after 12 PM may not be seen until the next bu siness day. If DP cannot repair a mac
hine in a reasonable period of time, we will provid e a loaner copier and/or we will replace your machine with a similar model with similar spe ed and features. DP reserves the right to make delivery in ins tallments. Delay in delivery o f any installment shall not relieve Buyer of their obligatio n to accept remaining installme nts. Upon execution of this agreement, if the buyer cannot for any reason accept delivery o f said items, a fee of 20% of the total contracted amount and restocking fee will be charged. Buyer will owe a minimum installation and delivery charge of $500.00 if any portion of a scheduled delivery and/or set up is refused. Buyer will owe the full purchase price of any sp ecial order item, including any software products, if any portion of the delivery is refused.
12. Network Failures: Upon completi on of initial installation, sho uld the equipment fail to connect to the Customer Network or staff desktops, every effort will be made to troubleshoot via phone or remote access. If the failure is due to Customer Network infrastructure and Customer requests to use DP IT Staff for on‐ site troubleshooting and repair, additional charges apply. All network problems, driver updates, printing not due to mechanical failure, scanning and e‐mail issues are not covered.
13. Exclusions: This agreement does not include the following: Pape r, staples, exterior hardware, doors, covers, paper cassettes, lost manuals, equipment that has surpassed manufacturer’s recommended useful life, labor to clean toner sp ills, monitoring devices (i.e., Equitrac). This agreement does not cover equipment reloc ation, or damage caused by moving companies, performing electrical work external to machin es or their connection by mechanical or electrical means to other machines or devices. Da mages to the equipment caused by unauthorized component accessories or parts, use of s ubstandard supplies or other causes beyond the control of DP may subject the customer to a surcharge and/or cancellation of this agreement. DP reserves the right to termin ate this agreement if the equipment is modified, damaged, altered, serviced, or moved by personnel other than those employed by DP, or if parts accessories or components not authorized by DP or its suppliers are fitted to the equipment. If e quipment is relocated, the service portion of this agreement must be reviewed by DP to determine the contract eligibility in the new service area.
Customer shall pay for all costs of repairs and parts, or repla cement of the Equipment made necessary, but not limited, to loss or damage through equipment abuse, misuse, theft, fire, water, power surges, casualty, natural force, armed conflict or any other negligent act of Customer or their staff. DP expressly disclaims any duty as an insurer of the equipment. It is the customer’s responsibility to provide an electrical power so urce that meets the manufacturer’s specifications, wi thout the need for adapters or extension cords. Surge protectors/ power filters may be required on certain copier con tracts. The customer will also be responsible for performi ng normal operator care and cle aning as outlined in the user manual. This includes but is not limited to color calibration, cleaning of scan and platen glass, removal of paper jams, installation of toner cartridges, and disposal of toner waste, hole punch waste, trimmed staples, and used cartridges.
14. Billing: Customer’s billing will occur on a monthly, quarterly, semiannual, or annual basis and shall be made payable within 30 days of Customer’s receipt of an invoice not‐to‐exceed $193,058 for the contr
act lease of the multi‐function devices, and $150,000 for service and maintenance for the term of the agreement. The details of Customers specific plan are stated herein. Cost Per Page billing requires accurate and time ly meter data. Each page is up to 8.5 x 11. The meter will advance once for each 8 ½ X 11 (let ter) page and twice for each 11 x 17 (ledger) page. When in duplex mode, the meter will adva nce twice for each letter page and four times for each ledger page duplexed. Rates are su bject to increases each year throughout the life of the contract or any extensions of this contract. If invoices are unpaid and overdue, buyer agrees to pay DP costs and expenses of colle ction, including reasonable attorney fees. Buyer agrees to pay DP any applicable taxes whic h are levied on or payable by DP as a result of the use, sale, possession or ownership or the goods covered hereunder.
Any changes to rates as stated h erein will not become effective unless mutually agreed upon by the parties in writing.
15. Payments: If Customer fails to pay invoices within the payment terms set herein, DP may discontinue services. Customer can request a payment extension or arrangement. Requests will be reviewed and approved or declined by DP Management.
16. Cancellation of Service Portion of Agreement: Customer must pr ovide written notice to DP 30 days prior to the end of a con tract to cancel services. Cust omer must surrender all supplies or other consumables upon request. Final meter data mu st be provided for final billing. If final meter data is not available, DP will estimate the meter data based on historic averages. In the event of cancellation prior to the expiration date, the remaining contract amount will become due in its entirety with no prorated refunds given. The renewable cost of this contract will be escalated by up to 10% annually for the base and excess meter charges. DP Reserves the right to withhold service and supplies or cancel this agreement if the account is over 30 or more days past due. Agreement is not assignable or transferable without prior written consent of DP.
17. During the term of this Agreement and for a period of two (2) years thereafter, without the consent of DocuProducts, Customer, Company or Client shall not directly or indirectly solicit, recruit or hire (or attempt to solicit, recruit or hir e) any of DocuProducts’ employees.
18. Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the parties do not consent to arbitration. In the e vent of any dispute, each party shall bear its own fees and costs (including attorneys’ f ees). This Agreement shall be governed by California law, witho ut regard to conflict of law p rinciples..
19. Customer may terminate this Agreement by providing a 30 day wri tten notice to DP, with just cause (i.e., equipment fa ilure). DP will be given 10 busin ess days upon notice to remedy any service related issues. If DP is unable to cure, Customer m ay proceed with termination.
Following termination, neither party shall have any further dut ies, obligations, responsibilities, or rights under this Agreement except, howeve r, any and all obligations of DP’s surety shall remain in full force and effect.
20. DocuProducts shall indemnify Cust omer, its officers, employees and agents (“DocuProducts Indemnities”)
from and against any and all costs, expenses, lia bilities, claims, damages, losses, judgments or fees arising or related to the service and maintenance of the equipment, caused by DocuProducts Indemnities’ negligent or intentionally wrongful conduct and except for any such costs, expenses, liabilities, claims, damages, losses, judgments or fees arising or related to the service and mainten ance of the equipment, arising out of the willful misconduct, sole negligence or concu rrent active negligence of DocuProducts Indemnities.
97 Equipment Order and Serv ice Contract Agreement
21. DP shall provide guaranteed maint enance service as provided her ein. In the event the digital copier/printer system, or any of its components, cannot be repa ired to the extent that it demonstrates inadequate performance and reliability, DP shall guarantee its replacement with the same or like mode l at no additional cost.
22. At the end of the lease term, DP s hall scrub the hard drive of each device, then remove and return all equipment to Canon Financial Services at no addition al cost to the Customer.
23. Customer agrees that DP may acce pt an electronic copy of this A greement as an original, and that such electronic copy will be treated as an original for all purposes. [SIGNATURES ON NEXT PAGE]
98
IN WITNESS WHEREOF, the parties hereto have exec uted this instr ument the day and year first hereinabove written.
Attest: City of Simi Valley, A Municipal Corporation
B
y :
Lucy Blanco, City Clerk Dee Dee Cavanaugh, Mayor of the City of Simi Valley, California
Approved as to Form: DocuProducts, Inc.
B y :
Algeria R. Ford , City Attorney
Print Name: Steven Wolff
Appro
ved as to Content: Title: President
B
y :
Samantha C. Argabrite, City Manager
Print Name: Pamela Tanner
T
itle: Director of Operations
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Carolyn Johnson
Administrative Services Director
DPEO Rev 6 09232024
99 CITY OF SIMI VALLEY
Item # Model Name Item Description Number
of Units
LEASE
RATE
5765C002AA IPR V900 ME imagePRESS V900 Series Main Engine 1 239.63$ 5771C001AA IPR V800 LIC imagePRESS V800 Speed License 1 108.40$ 5594C002AA BKLTFN AG1UL BOOKLET FINISHER-AG1 1 202.12$
5606C002AA CLRIMG P1 ST Color Image Reader-P1 Set 1 68.31$ 0163C024AA PDDKLT C1 ST POD Deck Lite-C1 Set 1 61.69$
5217C001AA STACK BPS D1 Stack Bypass D1 1 4.26$
3243C001AA STACK BYP D1 Stack Bypass Tray-D1 1 10.37$
4481V180 PUNCH PC 19H Plastic Comb 19-Hole Punch (rect) LTR-B1 1 16.53$ 4056V496 MFPROPUN C-1 Multi Function Professional Puncher-C1 1 248.23$ 1142C004AA DOCINS R1 ST Document Insertion Unit-R1 Set 1 76.88$ 5224C001AA PPFLD UNT K1 Paper Folding Unit-K1 1 181.06$ 5225C001AA BKLET TRM G1 Booklet Trimmer-G1 1 170.42$
5788C004AA IPSVR P400ST iPR Server P400 & Control Panel Set 1 183.08$ 7752A081AA FIERY I C 3Y Fiery Impose and Compose 3 years 1 45.42$ 1228C001AA LGSHT TRY B1 Long Sheet Feeding and Catch Tray-B1 1 24.56$ 4946C003AA IRADV 8905I imageRUNNER ADVANCE DX 8905i/ 8995i/ 898 1 183.72$ 4948C001AA IRADV8905 LI imageRUNNER ADVANCE DX 8905 Speed Lice 1 197.73$ 5594C002AA BKLTFN AG1UL BOOKLET FINISHER-AG1 1 202.11$
5225C001AA BKLET TRM G1 Booklet Trimmer-G1 1 170.42$
5738B002AA PNCH UNT-BS1 Puncher Unit-BS1 (for Staple Finisher-W1 PRO o 1 12.94$ 5223C002AA INSRTN R1 UL Document Insertion Unit-R1 (for Staple Finisher-X 1 80.67$ 0161C001AA INSERTER OPT Inserter Option controller Kit-A1 (Required when 1 3.58$ 5224C001AA PPFLD UNT K1 Paper Folding Unit-K1 1 181.05$ 4056V496 MFPROPUN C-1 Multi Function Professional Puncher-C1 1 248.24$ 0997C001AA MF PRO PNCH MF Professional Puncher Attachment Kit-A1 (Mu 1 6.04$ 4481V135 LL 3-H PUNCH Loose Leaf 3-Hole Punch A4/LTR-B1 1 15.80$ 0163C002AB PODDECK LTC1 POD Deck Lite-C1 1 56.86$
Monthly Lease Payment (60-MO) 3,000.12$
SCHEDULE OF FEES
ATTACHMENT D
100
Print Shop Multi-Function Devices
Canon Financial Services, Inc. Lease Contract and DocuProducts Service and Maintenance Contract 60 Months Cost Analysis
Start Date: 08/01/25
60 MONTHS LEASE TERM COST
60 Description Monthly
Cost Tax (7.25%) Total Monthly
Cost
FY26
(11 months)
FY27
(12 months)
FY28
(12 months)
FY29
(12 months)
FY30
(12 months)
FY31
(1 month) Total Cost for Term
2 MFDs (Canon) $3,000.12 $217.51 $3,217.63 $35,393.92 $38,611.54 $38,611.54 $38,611.54 $38,611.54 $3,217.63 $193,057.72 Service and Maint (DocuProducts) $2,500.00 $0.00 $2,500.00 $27,500.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00 $2,500.00 $150,000.00 $62,893.92 $68,611.54 $68,611.54 $68,611.54 $68,611.54 $5,717.63 $343,057.72
LEASE TERM BUDGETARY IMPACT PER FISCAL YEAR
FY26 (11 months)
Description
Total
Monthly
Cost
Annual Cost for
FY26
(11 months)
FY Budget
FY BUDGET
minus Total
Annual Cost
(remaining)1
B/W: $0.0039 Color: N/A B/W: $0.0039 Color: $0.039
2 MFDs (Canon) $3,217.63 $35,393.92
Service and Maint (DocuProducts) $2,500.00 $27,500.00
$62,893.92
FY27-30 (48 months)
Description
Total
Monthly
Cost
Annual Cost for
FY27-30
(48 months)
FY Budget
FY BUDGET
minus Total
Annual Cost
(remaining)1
2 MFDs (Canon) $3,217.63 $38,611.54
Service and Maint (DocuProducts) $2,500.00 $30,000.00
$68,611.54
$274,446.18
FY31 (1 month)
Description
Total
Monthly
Cost
Annual Cost for
FY31
(1 month)
FY Budget
FY BUDGET
minus Total
Annual Cost
(remaining)1
2 MFDs (Canon) $3,217.63 $3,217.63
Service and Maint (DocuProducts) $2,500.00 $2,500.00
$5,717.63
COPY PRICES
imageRUNNER ADVANCE
DX 8905i imagePRESS V900
ANNUAL TOTAL
1 Remaining amount applied to existing CityWide lease of MFDs, including service and maintenance, which is due to expire on 11/30/2026 *2025 copy prices good for 24 months and will increase by less than 10% annually thereafter; no software subscription
TOTAL
TOTAL
TOTAL
x 4
$128,172.00 $122,454.37
$128,172.00 $65,278.08
$128,172.00 $59,560.46
ATTACHMENT E
101