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1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW <br />1.1. Parties <br />This Master Agreement is entered into by and between the State of Colorado, acting by and through the <br />Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the <br />"Lead State'), and Sharp Electronics Corporation (hereinafter called "Contractor"), for the procurement of <br />A3 MFD's, A4 MFD's, Production Equipment, Single -function Printers, Scanners, Software, Supplies, <br />Managed Print Services, and other Products and Services as approved per this Master Agreement, for the <br />benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and the Lead State hereby <br />agree to the following terms and conditions. <br />1.2. Effective Date <br />This Master Agreement shall not be effective or enforceable until the date on which it is approved and <br />signed (hereinafter called the "Effective Date") by the Colorado State Controller or designee. <br />1.3. Master Agreement Order of Precedence <br />1.3.1. Any Order placed under this Master Agreement shall consist of the following documents: <br />a) A Participating Entity's Participating Addendum ("PA"); <br />b) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits; <br />c) An Order issued against this Master Agreement; <br />d) The Solicitation, RFP-NP-18-001 Copiers and Managed Print Services; <br />e) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead <br />State; and <br />f) Contractor Supplemental Documents, including all Attachments. <br />1.3.2. Any conflict among these documents shall be resolved by giving priority to these documents in the <br />order listed above. Contractor terms and conditions that apply to this Master Agreement are only <br />those that are expressly accepted by the Lead State and shall be incorporated into this Master <br />Agreement. <br />1.4. Term of this Master Agreement <br />1.4.1. Initial Term -Work Commencement. The Parties' respective performances under this Master <br />Agreement shall commence on the Effective Date or August 1, 2019, whichever occurs later. This <br />Master Agreement shall terminate on December 31, 2021, unless terminated sooner, as specified in <br />§6.10, Defaults and Remedies, or extended further as specified in §1.4.2 below. <br />1.4.2. Extension of Agreement. This Master Agreement may be extended beyond the original Contract <br />period for up to three (3) consecutive one (1) year additional terns, upon the mutual agreement of <br />the Lead State and Contractor, by written Amendment. The total duration of this Master <br />Agreement, including any extensions, shall not exceed five (5) years. <br />1A.3. Amendments. The terms of this Master Agreement shall not be waived, altered, modified, <br />supplemented or amended in any manner whatsoever without prior written approval of the Lead <br />State. <br />1.4.4. Cancellation. This Master Agreement may be canceled by either party upon sixty (60) days written <br />notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its <br />participation upon thirty (30) days written notice, unless otherwise limited or stated in the <br />Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this <br />provision shall not affect the rights and obligations attending Orders outstanding at the time of <br />cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights <br />Page 4 <br />Coplers and Managed Pdnt services - RFP-NP-18-001, N 8 trPfgster Agreement Teems and Condieons, CMS # 140603 <br />