HomeMy WebLinkAbout25B - AGMT FOR PRINTING AND COPIERSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
SEPTEMBER 1, 2019
TITLE:
AMEND EXISTING CONTRACT AND
APPROVE NEW AGREEMENT WITH C3
TECHNOLOGY SERVICES FOR MANAGED
PRINT SERVICES AND PURCHASE OF
SHARP COPIERS IN THE AMOUNT OF
$374,564
FUND 109
(NON -GENERAL FUND)
(SPECIFICATION NO. 19-013)
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1� Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
/s/ Kristine Ridge FILE NUMBER
CITY MANAGER
RECOMMENDED ACTION
1. Amend existing contract with C3 Technology Services to allow purchases utilizing the NASPO
Valuepoint cooperative agreement.
2. Authorize the City Manager to execute an agreement with C3 Technology Services for managed
print services for the period of October 1, 2020 through February 28, 2023, in an amount not to
exceed $374,564, subject to non -substantive changes approved by the City Manager and City
Attorney.
DISCUSSION
The City of Santa Ana utilizes multifunction printers (MFPs), more commonly referred to as
"copiers," throughout the organization to facilitate daily operations. These MFPs have the ability to
copy, print, and fax. The City currently owns 90 Sharp MFPs and rents two. The majority of these
MFPs were leased between 2012 and 2015 in multiple phases, and the leases were eventually
consolidated into one lease that was completely paid off in 2018.
On March 19, 2019, the City Council approved a contract that allowed for the as -needed purchase
of Sharp copiers from C3 Technology Services (C3), a Santa Ana -based company, augmenting
the Sourcewell cooperative bidding agreement. After gaining purchase approval from the City
Council, the IT Department worked with C3 to replace 39 of the City's existing outdated copiers.
One limitation of the Sourcewell agreement is that in order to get the discounted pricing, the City is
required to place an order with a minimum amount of $100,000. Fortunately, C3 also has an
approved cooperative agreement in place with NASPO Valuepoint which offers favorable pricing
without a minimum order requirement. Staff recommends amending the City's existing contract with
C3 to allow for the purchase of MFPs through the NASPO Valuepoint master contract.
In addition to being approved as an MFP vendor, on June 23, 2016, as a result of a Request for
Proposal (RFP) process, C3 was awarded an agreement to perform managed print services for the
25B-1
Agreements with C3 Technology Services
September 1, 2020
Page 2
City. Through this agreement, C3 helped the City achieve a cost savings via the implementation of
a managed print services program, which optimizes support and maintenance of printers and
copiers for an overall reduced price. Program features include consulting on copier placement
throughout the organization to achieve optimal usage, consolidation of multiple printers to one MFP
where possible, on -going staff training, and toner management. The managed print services
program has not only reduced the City's print services costs but has also created efficiencies for
the Information Technology Department. C3 has proven to be a pivotal partner for the City, and
staff recommends continuing to contract with C3 for managed print services as well as to
incorporate the use of the NASPO Valuepoint master agreement. The end date of the new
agreement (exhibit 1) will coincide with the end date of the current copier purchase contract,
February 28, 2023.
Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any
public agency utilizing a competitive bid process. C3 Technology Services is an authorized Sharp
dealer that offers the National Association of States Procurement Officials (NASPO) Valuepoint
national cooperative contract for Sharp copiers and managed print services. The existing NASPO
master contract was awarded as a result of open, competitive bidding conducted by the State of
Colorado, resulting in master agreement #140603, which NASPO makes available as a cooperative
purchasing agreement on behalf of all nationwide governmental and public agencies, and which
meets the City's procurement requirements (exhibit 2). Additionally, C3 is a local Santa Ana -based
business. By utilizing the NASPO Valuepoint cooperative contract the City is able to obtain
nationally leveraged volume pricing on the full line of Sharp MFPs and services.
FISCAL IMPACT
Funds are available in the Information Technology and Support Services Contract Services
Professional expense account (no. 10920148-62300) for FY 2020-21 and will be budgeted in
subsequent fiscal years. The following is an estimate of the account distribution by fiscal year.
However, the actual amounts may vary between the fiscal years but will not exceed the overall
total.
Contract Term Fiscal Year
Amount
2020-21 October 2020-June 2021
$116,244
2021-22 (July 2021-June 2022
$154,992
2022-23 (July 2022-February2023
$103,328
Total
$374,564
Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management
Services Agency
Submitted By: Jack Ciulla, Chief Technology Innovations Officer — Information Technology
Department
Exhibits: 1. Agreement with C3 Technology Services
2. NASPO ValuePoint Agreement
25B-2
AGREEMENT WITH C3 TECHNOLOGY SERVICES
TO PROVIDE MANAGED PRINT SERVICES
THIS AGREEMENT is made and entered into on this I' day of September, 2020 by and between C3
Technology Services, ("Provider"), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. The City has elected to purchase Sharp Copiers via a Purchase Order Contract (#5683) with
Provider via a Purchase Order Contract approved by the City Council on March 19, 2019. Subject
to approval by the City Council, Provider entered into a cooperative agreement with NASPO
Valuepoint, which has favorable pricing without a minimum order requirement to
purchase equipment from Provider.
B. Provider has been engaged with the City for similar services with the City since 2016. City wishes
to further engage with Provider for maintenance and repair services for the City's multi -function
printer and copier units. Provider represents that it is able and willing to provide such services to
the City in RFP No. 16-076
C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in
its field and that any services performed by Provider under this Agreement will be performed in
compliance with such standards as may reasonably be expected from a professional consulting
firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Provider shall furnish managed print services on a cost -per -click basis for all the City's multi-
function printer and copier units. These services shall include the following: (a) fully service for all
printers and copiers, (b) configuration services, (c) end -user training, and (d) provision of all operating
supplies including without limitation toner, cartridges, developer, fuser oil, rollers, print heads, drums,
circuit boards, imaging unit, and staples. The services shall be performed on -site and in accordance with
the guidelines and standards appearing in Exhibit A. Provider shall not be responsible to supply paper
for any multi -function printer or copier. Provider's proposal is incorporated herein by reference. City
shall have the option to purchase document management software during the Agreement.
2. COMPENSATION
a. City agrees to pay, and Provider agrees to accept as total payment for its services for City, the
rates and charges identified in Exhibit A. The total annual amount to be expended during the
term of this Agreement shall not exceed $374,564.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice
evidencing work performed,subjecttoCity accounting procedures. Payment need not be made
25B-3
for work which fails to meet the standards of performance set forth in the Recitals which may
reasonably be expected by City.
3. TERM
This Agreement shall commence on October 1, 2020 and terminate on February 28, 2023, unless
terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Provider shall, during the entire term of this Agreement, be construed to be an independent
Provider and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Provider performs the services which are the
subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a
manner consistent with all applicable standards and regulations governing such services. Provider shall
pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes
relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Provider under
this Agreement ("Documents & Data"). Provider shall require all subcontractors to agree in writing that
City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor
prepares under this Agreement. Provider represents and warrants that Provider has the legal right to
license any and all Documents & Data. Provider makes no such representation and warranty in regard to
Documents & Data which were provided to Provider by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within the purposes intended
by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall
require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Provider shall maintain commercial general
liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection
against claims arising from bodily and personal injury, including death resulting therefrom
and damage to property, resulting from any act or occurrence arising out of Contractor's
operations in the performance of this Agreement, including, without limitation, acts
involving vehicles. The amounts of insurance shall be not less than the following: single
limit coverage applying to bodily and personal injury, including death resulting therefrom,
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25B-4
and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000
in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory with
respect to insurance or self-insurance programs maintained by the City; and (c) contain
standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit
of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of
the Labor Code, Contractor, if Provider has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing
the performance of the work under this Agreement, Provider agrees to obtain and maintain
any employer's liability insurance with limits not less than $1,000,000 per accident.
d. If Provider is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Provider pursuant to
this section:
i. Provider shall maintain all insurance required above in full force and effect for the
entire period covered by this Agreement.
ii. Certificates of insurance shall be famished to the City upon execution of this
Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or reduced
in coverage or changed in any other material aspect without thirty (30) days prior
written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance provides
coverage greater than those listed by this Agreement, the amounts provided by the
certificates of insurance shall be incorporated by reference into the Agreement.
V. Provider shall supply City with a fully executed additional insured endorsement.
f. If Provider fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to furnish the City with required proof that insurance has been procured and
is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not affect Contractor's right to be paid
for its time and materials expended prior to notification of termination. Provider waives
the right to receive compensation and agrees to indemnify the City for any work performed
prior to approval of insurance by the City.
7. INDEMNIFICATION
Provider agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including death, and claims for property damage, which may arise from the negligent operations
of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates
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to the services described in section I of this Agreement; and (2) from any claim that personal injury,
damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
from this Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Contractor.
S. INTELLECTUAL PROPERTY INDEMNIFICATION
Provider shall defend and indemnify the City, its officers, agents, representatives, and employees
against any and all liability, including costs, for infringement of any United States' letters patent,
trademark, or copyright infringement, including costs, contained in the work product or documents
provided by Provider to the City pursuant to this Agreement.
9. RECORDS
Provider shall keep records and invoices in connection with the work to be performed under this
Agreement. Provider shall maintain complete and accurate records with respect to the costs incurred under
this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
period of three (3) years, or for any longer period required by law, from the date of final payment to
Provider under this Agreement. All such records and invoices shall be clearly identifiable. Provider shall
allow a representative of the City to examine, audit, and make transcripts or copies of such records and
any other documents created pursuant to this Agreement during regular business hours. Provider shall
allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a
period of three (3) years from the date of final payment to Provider under this Agreement.
10. CONFIDENTIALITY
If Provider receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use or disclose
such information except in the performance of this Agreement, and further agrees to exercise the same
degree of care it uses to protect its own information of like importance, but in no event less than reasonable
care. "Confidential Information" shall include all nonpublic information. Confidential information
includes not only written information, but also information transferred orally, visually, electronically, or
by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the
other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall
not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no
4
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fault of the Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
independently developed by the Provider without reference to information disclosed by the City.
11. CONFLICT OF INTEREST CLAUSE
Provider covenants that it presently has no interests and shall not have interests, direct or indirect,
which would conflict in any manner with performance of services specified under this Agreement.
12. NON-DISCRIMINATION
Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
employment related activities or any services provided under this Agreement. Provider affirms that it is
an equal opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor,
and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
This Agreement may not be modified except by written instrument signed by the City and by an authorized
representative of Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
obligate Provider or the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Provider
may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of
the City and any such assignment, transfer, delegation or subcontract without the City's prior written
consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's
ability to have any of the services which are the subject to this Agreement performed by City personnel
or by other Contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
In such event, Provider shall be entitled to receive and the City shall pay Provider compensation for all
services performed by Provider prior to receipt of such notice of termination, subject to the following
25B-7
conditions:
a. As a condition of such payment, the Executive Director may require Provider to deliver to
the City all work product(s) completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Provider consents to the
City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by
the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving
the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed
a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver
constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Provider shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. Provider shall notify the City immediately and in writing of its inability to obtain
or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided
in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
r
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Chief Innovations Officer
Information Technology
City of Santa Ana
20 Civic Center Plaza (M-42)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 647-5381
To Contractor:
C3 Technology Services
1536 E. Warner Ave.
Santa Ana, CA 92705
Attn: Tricia Sanchez
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time
set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth
above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays
shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify City fully, including reasonable costs and attorney's fees, for any
injuries or damages to City in the event that such authority or power is not, in fact, held by
the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth
in the body of this Agreement.
[Signatures on the following page]
25B-9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Bv: Q 111
Jose Montoya
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Jack Ciulla
Chief Innovations Officer,
Information Technology
CITY OF SANTA ANA
Kristine Ridge
City Manager
PROVIDER:
Tricia Sanc ez
Principal
I
25B-10
EXHIBIT A
25B-11
I, SCOPE OF SERVICES
Service Provider shall provide a Managed Print Services (MPS) proplim that tits the City's printing needs.
The grog in shall include all of the City's prinking devices, exclluding wide format printers, plotters, dot
matrix printers, label pri aters and any other types of printers that do not print on standard office paper
sizes (i,e, 5,5" x 8S", 8.3" x I I', M" x 1.4", 1 l" x 17") under a management and maintenance program
With supplies, Set -vice, pails and labor included. Paper is excluded. All cost will be covered and charged
on a per click charge basis.
Service Provider shall provide n2inagement and preventative maurtena ree for print and copier devices
that lure installed and located throughout the City, Maintenance shall be Performed on -site at the City
location of each unit in accordance with manufacturer specifications and recommendations for each
respective unit. A full walk through of all e(Itti )wont sites is required, For non -networked units, service
provider is required to pull meter reads manwAly in a timely manner, for billing cycle. Current inventory
list must be. up to date and comnzun.icatcd.
C3 Technology Services have been working with the City of Santa Ana providing
MPS and adjusting to requests as needed. We will continue to keep an open
communication to better our services and tine tune the process. C3 will perform on -
site maintenance for each unit unless additional service is required. If a unil is
required to be taken to our warehouse, a loaner device will be sent out to minimize
downtime. C3 will continue to pull meter reads manually from non -networked
devices until the City upgrades to networked devices
A. Technicians - All technicians should be factory trained and certified on Shark USA, Canon USA
and llewlett Packard equipment.
All of our technicians are factory trained and certified with Sharp, Canon and HP. A
reintroduction will be arranged be, ween C3 and the City to meet our new
members and review expectations
B. Service Cells -
I. All service calls will be logged with, details of the technical issue and a vendor provided
equipment identification number (to tdenfify equipment location and model information),
2. once logged, a teclydcia A nnrst contact the customer within 1 hour to provide an Estimated
Timo of Arrival of on -site arrival, within 4 hours of initial service call.
3. lithe 4 hour response ral is after hours, the technician will arrive first thing the next business day
based on the customer's hours of operation,
4. 'During any service calls, the technician will chock any wearable parts and the life expectancy
Of coasut wble parts and replace as needed.
5, If parts need to be ordered, the technician wilt provide an Estimated'rime of Arrival to the
customer for a resclieduled appointment. In this case or any outer reason the equipment is down
for more than 1 day, a loanor with similar capabilities and Features will be provided by the
vendor.
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6, Any equipment with persistent, con(inuous problems will be rel)kicecl with a device with similar
specifications and features.
C3 acknowledges the above requirements and will continue to provide calailed
summary reports for the City. Our technicians are trained to cornmunicote to the
end user at each service call regarding any issues and diagnosis, We stress
communication and always try to be cis transparent as Possible with our customers,
All of our customer service reps can track where each technician Is with our
fleet tracker. They are also able to reroute technicians for emergency calls to
keep the customers at minimal downtime, All technicians have basic parts
inventory in [heir vehicles. This allows thern to easily altain parts without having
to make secondary trips to the warehouse,
SAMPLE ASSET TAG
Atili CSR
Technolejgy.s.�Prvices
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Service calls can be taken by phone or email by our dedicated customer
service representatives in our office. Fidoncio and Samantha are fully trainecl
to always answer the phone when a customer calls. We believe in a personal
touch when handling custorner service, At no time will the City be subjected
to choosing voice recorded options, interacting with on cul:cmated phone
system or be, transferred overseas for customer service. Once the call is
received, our CSR's will dispatch the call to the nearest technician with the
details of the. hckel. The assigned technician immediately receives the service
work order on their smart phone and is required to call the customer within an
hour with an ETA. The technician will be on site within 4 business hours. If the 4-
hour response falls after hours, technician will arrive first thing the next morning
based on the customers hours of opercition. Service calls can be escalated
with upper management if it is an urgent matter.
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25B-1 3
Upon completion of work, the technician will close out the call and log any
reschedules or issue a follow up appointment. Service reports are reviewed by
the service manuiger and then issued to the customer as a summary report.
We are fully transparent with our customers from the time of the call to the
arrival and service time, We also share the technician's remakrs with the
customer,
Service calls outside of the 10 call protocol will be placed on immediate
attention. When the technician inputs the par l numbers needed for the repair,
our warehouse manager will start preparing the parts available. The
technician can return to the warehouse to pink it up and continue the call or
reschedule at the City's earliest availability.
C. Teo n a 13upp rt — Service Provider shall provide tecluucat support ror all equipment and
software an the Multi -Function Devices (MFD) under lease by the City, including applicable 3`d
party software and hardware. 'The City shalt not be required to deal aeparately with a 3111 panty
venclor. 'Phis support includes any applicable 3" party software that may be added by Service
Provider daroughout the term of the agreement.
C3 will handle all communication between FM Audit Lind Sharp's OSA partners.
New updates and software migration will be conducted by C3 with assistance
from the City Il' department. Future software purchases will be handled by C3
throughout the terra of the agreement as well
D. qr 9 qnd Supplies — Service Provider will use only Ori&al Equipment Manulacturer (CEDED parts
and supplies for all of our Sharp and Canon MFPs. Desldop printers may be supplied by any
certified manufacturer and, distributor of prenaitau reptacernent toner cartridges. Vendor will provide ftil.l
warrtnuy of all parts rind supplies and guarantee their wortonanslip,
C3 will use only OEM parts and supplies for the Sharp and Canon fleet, We will provide
full warranty of all pails and supplies and guarantee their workmanship, If a model is no
longer supported by our manufac turer, we will source otal parts until they are no longer
avolicbie and aler'r the City
E, ferylCe Reports — Service reports will be made available upon request by a designated City
representative. These reports will include but are not limited to: Car Log Number; Description of
Problem; Date and '['line Call Was Received; Contact Name and Phone Number; Ecinupment 1D
Number; Equipment Make and Model; ;dcluipment Location; Datc and Time of 1" Response; Date and
Time of Arrival at Location; 'rota) Hours of Down. Time, 7feclniciar7 s Narne; Technician's
Comments; Dare and Time Call Was Closed.
-------^�536®wa1"6c 30rtej nnO rn 42705 Tei; Plbr 689-1700 Fa'A''P14; 6 1 ' 2117 .wu,v,c915chooioyy_aeivices
I!I
25B-14
Sample Service Surnmary
Call numbel'1
S — t75
InwPoe mmberi
INY53147
C.e9 type:
)emmbnJ
Coll deexdpt:bn.
pepee Je,lt tried everything N tic it and
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Meter deter
0-/071,2016
Call role>sedl
_
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071{l"fM 10124 on,
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tall s,rn^ad:
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Color
ssaaa
Cell Rnfshudt
o7107j75 11:29 om
RReponSehomm
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Rep,:.- haulsi
o.96
Incanspla_te Code' Neal Parts
TgLI1r11C1,n1
]ornmY M.bilGxay
RepoO' meoor4t
M4.r Ism amrdlon 'n the fuser. Fuser olreody hod damapm end I ah akad Pd
axes et 99%, Tratufer is 4
9A4a so I will :Fen. a 1,em both.
7ACIrn'timt
DataiTlme
Fours
ReNea Mlle, a_ tnt,i
Jeremy Hollow v
C4sp,khr 7(7/16 b0r24 snT
Trwall om
&p0 $tl.00
AtTi44 7!7j10 i0:70 am
l.nbnul 0.C5
$0.00
Depmdlre, 7(7/16 11:29 sm
CoeNmel oleo
$0.00
Nest PM d too
Nest P14 metor,
o
Ni
SA71900
Cond'act Numbed
CI4,17.01
Item Wribar:
PCa,5240N
Conned:
Md:e/r,odell.
$HARP; Shale MY,5240N 2 POM Color TOP
Ten'1b.Tly1
tlbrdt County
941iol nwnber+
25007X
Bill cadet
Cost. par Copy
CusbImert
City of Santa Ana
soarot sl
10Cadan Custl
City of Santo Ana Police Dapntment
60 C'Mc Captor plea.
':ant, Ant, CA IV%
At the end of every service call, our custorner service representatives send out
detailed summary reports to our end users regarding the call, At no point do we riot
share any information that our technicians passed down, If required, we cars also
send the surnrnary reports to department managers.
-- I Do P. Wurrel iallfa Ano(,A 7Q103 Tel. I7161559 7C0 Per,: 171 Ai 54'2711 Nwll c3t,111n>IPyv seal[=5--^--»-m-
25B-15
(j3roah
a
fr, Soft_a — Setvice Providertivili use fpproved software tis their Data Collection Ageut to
mmnitor toner levels, auto toner replenish„ meter counts, and device status w proactively
nianage the fleet of printers as well as connected multifunctional devices on die network.
C3's approach to completing the work specified in the Scope of Work will be to
utilize FM Audit cis our Data Collection Agent (DCA) to monitor toner levels,
meter counts and device status to proactively manage the fleet of primers
Fidencio and Samantha will be assigned to the City to monitor supply levels
daily. They will ship out the supplies directly to your end -users. Typically, triggers
are set at 25% toner capacity to cdert cur staff of a toner replenishment order;
however, C3 will set the threshold for toner orders to accommodate the City's
requirements
Data collection consists of page counts, device description (configuration) and
device status and is collected via SNMP (Simple Network Management
Protocol) and ICMP (Internet Control Message Protocol). Standalone
workstation is not needed to run the Printer DCA monitoring service and
discreetly runs in the background for end -users' convenience,
1. Bitting will be provided to the City in a monthly aucVor quarterly cycle, on a per click basis J BD),
2. Billing will consist of l invoice including base cost and overage cost for NIPS .Copiers; I
invoice Including base cost and overage cost for Printers. Invoices will include: Equipment. M
numbers; 'Start and End meter reads for each piece of equipment; Total Copies/Prilits for the
period for each piece of equipment; Totals for All Equipment Combined; N'tnber of
CopieslPruits Covered in the Base Cost,
$. Prices presented in Service Provider's approved proposal will rennin the same: dnroughout
the entire terin of the agrectxnent.. Prices established in any continuing agreements may be
adjusted Clue to inflations or changes in operating costs and must be approved by the City.
Service Provider will submit troy price adjustment 90 caiandar days prior to the anniversary
of tine ayn cement as well as all supporting documentation, as proviciccl by the U.S, Department of
Labor Consumer PriceCndex (CPI),
C3 agrees to the terms listed above, Any future requests to customize the billing
format will be accommodaied, C3 wants the City to be able to analyze the
billing cis easily as possible. Price will remain the same throughout the entire term
of the agreement,
----1536 E'Namo, SaMCAna ^A4P'O° Tel,:/ 4jb937rp F :174164'-21'7 viry vq)icchnolnyiservic2s 1�t
III
25B-16
01
Sample Invoice;
�,Technalugy Services
P'17''II 359-17x F;(71 A16A 1-V12
nv;'.Y.C.�ilf;t;^P/lUC1%-iE'.rvil:k I SKJY'C;lS9tIdS,l.d:a": tj
1SU F Yaarrer Ave. SjMa Aria CA 92105 63
0111 70: GW Of firta Ana gl5t0mtr: jy ef0antt Ana
20 Civk Cantor 0r 4 36 CNICCenttr(!rrva
Santa ana, Ca 9270. Sara. Ana CA AM2
VA
CONTRACT INVOICE
Imlou Numbnr: LYwa,000
Ln%ri,i Pitt', 03(I012016
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25B-17
if. TrWn—inA — Service irovicler wal provide training to staff members as neeced,
When doing site checks, departments will be asked for retraining. Our learn will be
ready to answer questions and see where more support is needed. The City also
currently has a personalized MySharp, account to view tutorials and watch videos on
how to do certain types of jobs
SELECT A MODEL
W
......... .
I. Toner Qartrft�Rec ci in — Service Provider shall have a recycling proV'am for itt printer
and copier used cartridges, Service Provider shall agree that at associatecl costs of recycling are the
responsibility of the Service Provider,
C3, in partnering with Sharp and Canon have a recycling program that ships out
boxes pre -labeled to be picked up by a logistics company, 'the selup has been
configured so that the City can also request odditioncil boxes from Shap and
Canon,
Sharp's Link
hit arnjaLoL�t�fLrp ncnn n igm
Rec
Canon's Link
____1 i36 AWlllll il:,Wl A11.1 GA 921703 Ili: (T4) 684,17ro rqA: 17141 JAI�Z7i7 serj,v,,.,s
It
25B-1 8
L •W1Wh4D&MrP19aAfi ^ a ll delivery Oorges, pkekup Q11arg'os And snt,rp And
network iwearati.on eeevice reds Are I=Imied. in the per click chnrgos, Cmirter dekivedas ragrrirV(t
moy not be 11VALded.
C3 acknowledges These terms
K, CUsiomep 8atl�faotlon 6Urvov� Service Provider shall assist the City hi conducting an annual
suavoy to ensure ontt user aoneesras are addressed and satisfaction is upheld at the higieat level.
With quarterly account reviews, C3 avill be able to address user concerns cirri keep
saPisfacfion at the highest level
I., 93ovlew of Bea pU,- An annual or semi-ann 191 review ot'Sorvice Prcvkder'wlll be conducted at
the City's discrctiotrwiUr an Initialrcvtew Alter the tirat 6 mouths,
C8 ocknowledcaes this term
M. C3 will provide additional features in the FM Audit software at no additional charge, to Include the
following;
• Provide dotelied end -user analytics and reports that can be exported from the client directly
from the FM Audit client portal
• Live mapping of City devices adds benefit of seeing toner levels/service requests on a map
instead of list
• Rules based behavioral medication can decrease printing usage
• Develop a true document management strategy focusing on who what, when, where and
how much
• Setup and deploy customizable windows and automatically list alternate printers & savings
N. C3 will integrate their service request ticketing system with City's IT ticketing system
O. C3 will provide the Paper Cut print Management software should the City utilize it at an annual
amount not to exceed $18,000.
714 n CI'�
^�^^^--^•r^,—+ii]h6Nlvrnei Snb An nq CA V29g5IPI;VWB0 16Iftlp Yu6aii41 �'^'1],1 nJru rAlaphnoi0q>sarobon�•^^�•--••••d
25B-19
i.10111 WE
25B-20
EXHIBIT 0
CITY OF SANTA ANA
REQUEST FOR PROPOSALS FOUR NIANAGLq PRINT SERVICES 16•076
COST SHEET
Coast For servi,ccs based on a per click charge, billed quarterly,
All charges trust be included in the per click charge. No additional charged will be accepted or
approved For pttytnent. Please I)rovicle your best price per click, as inclicated below, The City is
n of interested in participating in a contract wherein a naaxn�iurn number of clicks per month are
assigned and overage charges are applied. therealter,
Copiers
Black/White click charge LOi 005'72
Color click chtsuge JO,019 �
I
Printers
Blick/White click charge ,, 0,0129
Color click charge $0,0595
(0 ENI)
Primers
Black/White click charge 0,035
[color click charge $0, 15
Please describe any deviations from the RFP specifications, below, [Clio deviations, state
`:none". Inibrmation can be provided on separate sheet.
CJeviakians Cxplarzatiolls;
We included OEM totter costs for users that require QENI toner, Please note, CYS new
click chrarges reflect managed print services orily. We will no longer charge For
�onsuttadon services. It was only for the initial start of our contract back in 1-011.
-File undersigned provider agrees to provide set -vices in accordance with. the specifications.
UW`c have stated herein the services anti fees that Uwe will furnish and deliver as specified.
Award shall be, based upon the evaluation criteria included in Section 6, Where there is a
discrepancy between words and Figures, W0RDS.S1-lALL GQVERN.
`
4eroxser Signatur Date f "
15rinted Namo and TdVe Company
IY
25B-21
NASPO
ValuePoInt
NASPO ValuePoint Master Agreement Terms and
Conditions
For Copiers and Managed Print Services
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, 3`d Floor
Denver, Co 80203
0TV
Sharp Electronics Corporation
100 Paragon Drive
Montvale, NJ 07645
Master Agreement Number: 140603
Page 1
Copiers and Managed Pdnt Services - RFP-NP-1"01, NgSPO ygloeft2t Nester Agreement Teems and CondiOons. CMS p 140803 y
25B ZZ `1
1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW. ...................... ............. -.. . ...........................
4
IA.
Parties .............. .......... ........ --- ..... ................... .... . .......... -------- ... .. .. .. .. .. ........
-_4
1.2.
Effective Date..... ... ........ ....... ........... .......... ................ ....... . -- ...... . ----
...... ... 4
[3.
Master Agreement Order of Precedence ............................ .......... ..... - ............. ................................
--4
1.4.
Term of this Master Agreement.. ..... -- ..... .... ... -- ....... ..................... . . . ...... . ............................. -
.......... 4
2. DEFINITIONS .............. ................... ..... I ....... -, ........ I ....... ........................... . . . .... . ......... .
............ 5
3. NASPO VALUEPOINT PROGRAM PROVISIONS--.- ....... -.- .......... I ............ ....... --.-
10
3.1.
Price and Rate Guarantee Period , - - -------------- ............................ ....... . . . ................ . ......................
10
3.2.
Participants and Scope ...... . . . .... . .... . .... . . . ... . . . ...... .................... ...... -- ........ ..........
11
3.3.
Administrative Fees , ........................................................................ .... --.- ... -- .... ...... ...............
13
3.4.
NASPO ValuePoint Summary and Derailed Usage Rep . ....... . . . . . . ........................................................13
3.3.
NASPO ValuePoint Cooperative Proam Marketing and Performance Review .... ....................................
15
3.6,
NASPO Valueftim. eMatd CeNer .............. ... . .... ....... .......... ........................ -- . . .................
16
3-7,
R3ght to Publish . ..... ... . ... .............. . . . . . .............. . . - . . . ... . ................ ..............
18
3,8,
Indmdual Customers ............ . ...... . .. . .... . ........ . . . - .... ..... -- ........ ..................... -.- ...............
Is
4- STATFNUNT OF WORK.....,.,..._ ................... . ....... .......... - ..... - ..... ..................... . ........... . .. .......... . ..........
is
4.1.
Overview .................................................................................... - ....... -- ........ ..............
..... I&
4.2.
Authorized Dealers ......... . . . . . . ...... ............................. . ........ . ...... -.- .............
19
4.3.
Product Offerings ................... ......................................... -.- -------- . .......
. . 20
4.4.
Service Offerings .......... . ............... . ..... .............. ..........
25
4.5.
Purchase, Lease, and Rental Programs .... -- .................. ........... ............................ ...... . ... . .. .
. ...... 33
4.6.
Security Requirements. ....................... ............................. ... - ............ ........... . . . . . . .................. ---
... . .... 38
4.7.
Equipment Demonstration Requirements .... . . .... . ................ . . ........ .... . ........................... . .............
. 39
4.8.
Shipping and Delivery Requirements .................... -- .... . ....... . ....... ........ -- ..............................
........ 39
4.9.
Equipment Installation Requirements.. .......................... ................... . .. ........ --- ...... ......
---40
4.10.
Inspection and Acceptance ................................................ .......................... ......... --- ..................
41
4.11.
Warranty Requirements ....................................... . . ....... . .... . ...... . ............ . .... . ........... ........... - ............
42
4.12.
Customer Service. ..... --- ....... --- ......... ..................................... ... . ........ .......... ..... --- ....
....... 43
5. ADMINISTRATION OF ORDERS... ........ ....... ...... .. . . . ...... .. . .............
. 44
5.1.
Ordering and Invoicing Specification...... . . . ......... . ................. . ..... ........ - ............. - ..... ..... ---
......... 44
5.2.
Payment --- .... -- ...... . . . . .... . .... . ......... . ....... . . ...... ......... . .. . . ...... -- ............ ..........................
...... 46
6. GENERAL PROVISIONS . . ........ ... . .... . -, . ........................................... --- .............................
47
6.1.
Insurance .................. .... . . . . .... . .... . ... . ............ . . . ...... . . . .... . ...... . . . ..... ---- ......... .................
........ 47
61.
Records Administration and Audit --- ...... . ........... . . .................................. . .. ..........
A&
6.3.
Confidentiality, Non-Disclostire, and Injunctive Relief- ... . ... . .... ...................................... --
.... ... 49
6.4.
License of Pre -Existing. Intel lectuat Property .......... ........ ......................... ............................ . ........ ........
49
6.5,
Public Information - ... .............................. - ........ ........... ....... -- .................... .............. .......
- so
6.6.
AWgnmem/Stibcontracts. .... ..... . ..... . . . ........... ....... ....... ....... . .........
50
6.7.
Charles in Contractor Represcr"iGn ........... -- ............ . .......... . .................. . .... .............. . .... . ...... .
......... 50
&S.
Independent contractor ................... ........ ................ ....... . ...... . . . . .... — .... -- .... -- .........................
50
Pop 2
C061S and M"Ud FFkr4 Sfr#$Dn - F$P-W-16-001, HASPO VilwePolnt M@3t*f Agmemen! TH"s e rhl Gandilkns, CMS 0 1 W03
25B-23
6.9. Force Majeure...............................................................................................................................................50
6.10. Defaults and Remedies.................................................................................................................................50
6.11. Waiver of Breach ..........................................................................................................................................51
6.12. Debarment.....................................................................................................................................................51
6.13. Indemnification.............................................................................................................................................
52
6.14. No Waiver of Sovereign Immunity ...............................................................................................................52
6.15. Governing Law and Venue...........................................................................................................................53
6.16. Assignment of Antitrust Rights.....................................................................................................................53
6.17. Contract Provisions for Orders Utilizing Federal Funds...............................................................................53
EXHIBITA, PRICE LISTS........................................................................................................................................55
EXHIBIT B, SAMPLE D&A CERTIFICATE...........................................................................................................56
EXHIBIT C, AUTHORIZED DEALERS BY STATE...............................................................................................57
EXHIBIT D, AUTHORIZED DEALER FORM........................................................................................................
58
EXHIBIT E, NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE
.........................................59
ATTACHMENT A, SHARP MASTER LEASE AGREEMENT...............................................................................60
ATTACHMENT B, SHARP SERVICE MAINTENANCE AGREEMENT..............................................................63
ATTACHMENT C, SHARP SAMPLE MPS STATEMENT OF WORK TEMPLATE............................................66
ATTACHMENT D, KAYLEIGH EULA...................................................................................................................69
Page 3
Copiers and Managed Print Services - RFP-NP-1M01, NASPO VeluePelnt Master Agreement Tenns and Conditions, CMS # 140603
25B-24
1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW
1.1. Parties
This Master Agreement is entered into by and between the State of Colorado, acting by and through the
Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the
"Lead State'), and Sharp Electronics Corporation (hereinafter called "Contractor"), for the procurement of
A3 MFD's, A4 MFD's, Production Equipment, Single -function Printers, Scanners, Software, Supplies,
Managed Print Services, and other Products and Services as approved per this Master Agreement, for the
benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and the Lead State hereby
agree to the following terms and conditions.
1.2. Effective Date
This Master Agreement shall not be effective or enforceable until the date on which it is approved and
signed (hereinafter called the "Effective Date") by the Colorado State Controller or designee.
1.3. Master Agreement Order of Precedence
1.3.1. Any Order placed under this Master Agreement shall consist of the following documents:
a) A Participating Entity's Participating Addendum ("PA");
b) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits;
c) An Order issued against this Master Agreement;
d) The Solicitation, RFP-NP-18-001 Copiers and Managed Print Services;
e) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead
State; and
f) Contractor Supplemental Documents, including all Attachments.
1.3.2. Any conflict among these documents shall 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 shall be incorporated into this Master
Agreement.
1.4. Term of this Master Agreement
1.4.1. Initial Term -Work Commencement. The Parties' respective performances under this Master
Agreement shall commence on the Effective Date or August 1, 2019, whichever occurs later. This
Master Agreement shall terminate on December 31, 2021, unless terminated sooner, as specified in
§6.10, Defaults and Remedies, or extended further as specified in §1.4.2 below.
1.4.2. Extension of Agreement. This Master Agreement may be extended beyond the original Contract
period for up to three (3) consecutive one (1) year additional terns, upon the mutual agreement of
the Lead State and Contractor, by written Amendment. The total duration of this Master
Agreement, including any extensions, shall not exceed five (5) years.
1A.3. Amendments. The terms of this Master Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever without prior written approval of the Lead
State.
1.4.4. Cancellation. This Master Agreement may be 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 otherwise limited or stated in the
Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this
provision shall 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 Contractor, rights
Page 4
Coplers and Managed Pdnt services - RFP-NP-18-001, N 8 trPfgster Agreement Teems and Condieons, CMS # 140603
2.
of payment for Products delivered and accepted, and rights attending any warranty or default in
performance in association with any Order. Cancellation of this Master Agreement due to
Contractor default may be immediate.
The following terms shall be construed and interpreted as follows:
Term
Description
A3 MFD
A Multi -function Device which is designed to handle letter, legal, ledger and
some smaller paper sizes, such as postcards and envelopes.
A Multi -function Device which is designed to handle letter, legal and some
A4 MFD
smaller paper sizes, such as postcards and envelopes. Ledger size paper is
NOT an option on this Device.
A written notice from a Purchasing Entity to Contractor advising Contractor
that the Product has passed its Acceptance Testing. Acceptance of a Product
Acceptance
for which Acceptance Testing is not required shall occur following the
completion 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.
The process set forth in this Master Agreement for ascertaining that the
Acceptance Testing
Product meets the standard of performance prior to Acceptance by the
Purchasing Entity.
Accessory
A compatible item that is added to the Base Unit to enhance its capabilities
and functions.
The Contractor's authorized sales and Service center (also known as a
Authorized Dealer
Dealer, or Partner) that must be certified by the Contractor to sell the
("Dealer")
Contractor's Products, and perform machine installation and maintenance on
Devices offered by the Contractor. A Purchasing Entity must be able to, at a
minimum, visit the sales and Service center to view and test Equipment.
The copier, printer, Scanner, Large/Wide Format and Production Equipment
Base Unit
that includes all standard Accessories and parts, and excludes optional
Accessories and/or software.
A rate that is derived by taking the b&w and color cost per click rates on one
Blended Rate
or more Devices and calculating one rate that a customer will be billed for all
copies, regardless of Device type and b&w or color output. Allows for
simplicity when billing copies run.
Bronze Standard
Devices which meet less than 50% of the 28 optional EPEAT criteria.
Business Day
Any day other than Saturday, Sunday or a legal holiday.
The early termination option on an FMV or $1 Buyout Lease that involves
Buyout to Keep
the acquisition of the Equipment by the Purchasing Entity, and consists of
any current and past due amount, plus the remaining stream of Equipment
Payments.
The early termination option on an FMV, $1 Buyout or Straight Lease that
Buyout to Return
involves the return of the Equipment by the Purchasing Entity to Contractor,
in good working condition(ordinary wear and tear excepted), and consists of
Page 5
Copiers and Managed Print services. RFP•NP•164101, NjPQYaWeP2 Alpster Agreement Tens and Conditions, CMS # 140603
any current and past due amounts, plus the remaining stream of Equipment
Payments.
An agreement that is cancellable upon the Purchasing Entity providing the
Cancellable Rental
Contractor with a thirty (30) day written notice, and is subject to a maximum
penalty of up to three (3) months of Total Monthly Payments. Equipment
ownership is not an option.
Ceiling Pricing
Pricing that is established as a "not -to -exceed" amount; the maximum price
Contractor may charge for Products, Services, and Supplies.
Chief Procurement
The individual who has the authority to supervise and approve the
Officer
of all Products and Services needed by the Lead State or a
Participating
Participating State.
Contractor
The person or entity delivering Products or performing Services under the
terms and conditions set forth in this Master Agreement.
Two or more leases or rentals that end at the same time. The original lease or
Coterminous
rental payment is modified to reflect the addition of a new piece of
Equipment or Accessory. The original term of the lease or rental is not
modified as a result of a Coterminous addition.
Device
Also referred to as "Equipment." The Base Unit, either with or without
optional Accessories and/or software.
Materials which are easily identified, measured, and charged to the cost of
Direct Material
production; part of the finished Product. Examples include timber for
furniture and leather for shoes.
Electronic Product
A tool which evaluates and selects Equipment according to a list of preferred
Environmental
environmental attributes. EPEAT registered means Devices meet the 1680.2
Assessment Tool
IEEE Standard for Environmental Assessment of Imaging Equipment, as
(EPEAT)
amended.
EULA
End User License Agreement
Embedded Software
One or more software applications which permanently reside on a computing
Device.
Energy Star
The U.S. Environmental Protection Agency's standard for energy efficiency.
Equipment
Also referred to as "Device." The Base Unit, either with or without optional
Accessories and/or software.
Equipment Downtime
The period of time that a Device is waiting for Service to be completed.
Equipment Payment
The Equipment portion of the payment, less any Service, Supplies, and
maintenance.
An agreed upon transaction between the Purchasing Entity and Contractor,
Equipment Trade In
in which Contractor takes ownership of Purchasing Entity's owned Device,
often for a discounted amount.
A replacement of the Purchasing Entity's existing lease or rental Equipment,
Equipment Upgrade or
with a different piece of Equipment, of either greater or lesser value. A new
Downgrade
lease or rental is then originated for the new piece of Equipment, with the
remaining lease or rental payments on the old Equipment wrapped into it.
The old lease or rental is closed out, and the Equipment is returned to
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Contractor.
Free on Board (FOB)
Contractor is responsible for transportation and handling charges and the sale
Destination
does not occur until the Products arrive at the Purchasing Entity's specified
location.
The Device classification for the different types of Equipment in this Master
Croup
Agreement. Groups are determined by the Devices primary functions and/or
capabilities.
A natural person, business, or corporation that provides Products or Services
Independent Contractor
to another entity under the terms specified in a contract. An employer -
employee relationship does not exist.
Initial Lease or Rental
The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) that a Purchasing
Terns
Entity enters into a lease or rental agreement.
Any and all patents, copyrights, service marks, trademarks, trade secrets,
Intellectual Property
trade names, patentable inventions, or other similar proprietary rights, in
tangible or intangible form, and all rights, title, and interest therein.
Largell rde Format
Equipment
A Device that prints on a large paper via a variety of output options.
Lead State
The State that is centrally administering this Master Agreement.
Per the Governmental Accounting Standards Board (GASB), a lease is
defined as a contract that conveys control of the tight to use another entity's
nonfinancial asset (the underlying asset) as specified in the contract for a
period of time in an exchange or exchange -like transaction.
For the purposes of this Master Agreement, a Lease shall contain the
following options:
1. Short -Term Lease: Maximum possible term is 12 months, including
any renewal or extension options.
2. Straight Lease: A type of agreement in which ownership is not an
Lease
option and the Total Monthly Payment amount remains firm
throughout the Initial Term.
3. Fair Market Value Lease (FMV): A lease in which the Purchasing
Entity can either 1) Take title to the Equipment at the end of the
Initial Lease Term by paying the residual value to Contractor, 2)
Enter into a Renewal Term for the Equipment, or 3) Return the
Equipment to Contractor at the end of the Initial Lease Term.
4. $1 Buyout Lease: A lease in which title to the Equipment 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.
Equipment that was purchased, leased, or rented under a prior NASPO
Legacy Equipment
ValuePoint or WSCA Master Agreement, another program, or via any other
means.
Maintenance
An agreement in which the Contractor provides monthly Service, parts,
Agreement
Supplies, and Preventative Maintenance on purchased, leased or rented
Devices.
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The management, Service, and support of the Purchasing Entity's entire
Managed Print Services
enterprise and output infrastructure of printed materials, with the objective of
(MPS)
creating a solution that improves the print process and reduces the expense
of printed material.
A company that, as its primary business function, designs, assembles, and
Manufacturer
owns the trademark/patent and markets a Product. Also referred to as
Contractor.
Manufacturer's
Suggested Retail Price
The list price or recommended retail price of a Product in which the
(MSRP)
Manufacturer recommends that the retailer sell the Product.
Also referred to as "Contract'; the underlying agreement executed by and
Master Agreement
between the Lead State, acting on behalf of the NASPO ValuePoint
program, and the Contractor, as now or hereafter amended.
Multi function Device
A Device which incorporates the functionality of multiple Devices into one,
(MFD)
such as print, fax, copy and scan. Each feature can work independently of the
other.
The NASPO Cooperative Purchasing Organization LLC, doing business as
NASPO ValuePoint, is a 501(c)(3) limited liability company that is a
subsidiary organization of the National Association of State Procurement
NASPO ValuePoint
Officials (NASPO). NASPO ValuePoint is identified in this Master
Agreement as the recipient of reports and may perform Contract
administration functions relating to collecting and receiving reports as well
as other Contract administration functions as assigned by the Lead State.
Devices that have not been Refurbished, Remanufactured, rented, leased,
Newly Manufactured
sold, or used in a demonstration, and are currently being marketed by the
Manufacturer.
Normal Business Hours
8:00 a.m. to 5:00 p.m., Monday through Friday (state holidays excluded),
regardless of time zone.
NSP items are items that enhance or compliment the Contractor's Product,
Not Specifically Priced
and may be acquired by a Purchasing Entity under Contractor's Master
(NSP)
Agreement, but are not listed or priced in Contractor's NASPO ValuePoint
Price List. NSP's may include Coin Op equipment, empowering software,
etc. NSP items do not include Services.
OEM
Original Equipment Manufacturer.
Any type of encumbrance document or commitment voucher, including, but
Order
not limited to, a purchase order, contract, MPS statement of work,
Maintenance Agreement, lease agreement, rental agreement etc.)
A bilateral agreement executed by a Contractor and a Participating State or
Participating
Entity incorporating this Master Agreement and any other additional
Addendum
Participating State or Entity specific language or other requirements (e.g.
ordering procedures, other terms and conditions).
Participating Entity
A government entity within a state, or an eligible Non -Profit association, that
is properly authorized to enter into a Participating Addendum.
Participating State
A state, which encompasses all government entities within that state, or the
District of Columbia, or one of the territories of the United States, that enters
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into a Participating Addendum.
An electronic filter which is placed between an external power line and a
Power Filter
Device for the purpose of removing frequencies or electromagnetic
interference.
The servicing of a Device for the purpose of maintaining a satisfactory
Preventative
operating condition by providing systematic inspection, detection, and
Maintenance
correction of failures either before they occur or before they develop into
major defects.
Private Label
Products that are manufactured by one company and sold under a retailer's
brand name.
Product
Devices, Accessories, parts, software, and/or Supplies provided or created by
the Contractor pursuant to this Master Agreement.
Production Equipment
A high-speed, high -quality printing Device that typically has advanced
finishing functionality.
All books and Public Records of a governmental entity, the contents of
Public Record
Which are not otherwise declared by law to be confidential must be open to
inspection by any person and may be fully copied or an abstract or
memorandum may be prepared from those public books and Public Records.
A city, county, district, institution of higher education, and some non -profits
Purchasing Entity
who issue an Order against this Master Agreement via their Participating
State or Entity's Participating Addendum.
A Product which has received extensive maintenance and/or minor repair,
including the replacement of all standard parts subject to wear during the
Refurbished
normal course of use. Refurbished Equipment shall not have more than
750,000 original copies on it. In addition, Refurbished Equipment must only
contain OEM parts. Refurbished Equipment must be certified by the
Manufacturer.
The process of disassembling Devices known to be worn or defective that
can be reused or brought up to OEM specification by cleaning, repairing or
Remanufactured
replacing it in a manufacturing environment and then reassembling and
testing it, so that it will operate like a new Device. Remanufactured
Equipment must be certified by the Manufacturer.
A lease term that supersedes the Initial Lease Term, and which a Purchasing
Entity may enter into upon thirty (30) days prior written notice to Contractor.
Renewal Tenn
Each Renewal Term shall not exceed 12 months, the residual value of the
Equipment, or the Useful Life of the Equipment. $1 Buyout Leases are
excluded from going into renewal.
Resell
Any payment in exchange for transfer of tangible Products, or assignment of
the right to Services.
The time from when the original Service Call is placed with the Contractor
Response Time
or Authorized Dealer, to when the Service technician arrives at the
Purchasing Entity's location.
Scanner
A Device that scans documents and converts them into digital data.
Segment
The various speeds that Devices are categorized by.
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Service Base Location
The place of business where the Contractor or Authorized Dealer stores parts
and provides training for service technicians.
Service Call
An on -site Service technician visit due to Device error or malfunction.
Services
The labor required to be performed by Contractor pursuant to this Master
Agreement or an Order.
Single function Printer
An inkjet or laser Device that only prints and is not capable of other
functions such as copying, faxing or scanning.
Solicitation
A written offer or attempt to purchase Products and/or Services through an
official Proposal, Evaluation, and Award process.
Supplemental
Documents include, but are not limited to, lease agreements, rental
Documents
agreements, Maintenance Agreements, and software or click -wrap
agreements that are pertinent to the Products being offered.
Supplies
Consumable items that gets used up or are discarded once used, such as ink
cartridges.
Third Party
Someone who may be indirectly involved but is not a principal party to an
arrangement, contract, deal, lawsuit or transaction.
Total Monthly Payment
The Equipment portion of the payment, as well as any Service, Supplies or
maintenance, and less any applicable taxes,
Useful Life
Period during which a Device is expected to be usable for the purpose in
which it was manufactured.
3. NASPO VALUEPOINT PROGRAM PROVISIONS
3.1. Price and Rate Guarantee Period
3.1.1. The Price List(s) in Exhibit A (Price Lists), identifies a complete listing of all Products and
Services the Contractor can provide under this Master Agreement, with the exception of NSP
items.
3.1.2. MSRP/List Price discount percentages must be guaranteed throughout the term of this Master
Agreement, including any renewal terms; however, Contractor may increase its discount
percentage at any time. The Lead State must be notified of any such discount percentage increase,
and provided with a copy of the new Group Price List(s).
3.1.3. MSRP/List Price shall remain firm during the first twelve (12) months of the Master Agreement.
After this period, Awarded Vendors may update their MSRP/List Price on a quarterly basis,
according to the following guidelines:
a) All requested price increases must include documentation from Direct Material suppliers
detailing cost escalations, and Awarded Vendors must describe how those escalations impact
current Product offerings.
b) With the exception of Direct Material cost increases, no price increase requests will be
allowed.
c) Updated Price Lists must be submitted to the Lead State by the 1st day of each quarter.
d) Pricing will not go into effect unless, or until, it is approved by the Lead State.
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3.1.4. The Master Agreement pricing IS Ceiling Pricing. Contractor may offer lower pricing on a per
Order basis to Purchasing Entity's; likewise, Purchasing Entity's may request lower pricing on a
per Order basis from Contractor.
3.1.5. Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk
discounts, or spot discounts. Contractor must notify the Participating State or Entity Contract
Administrator of special state-wide promotional discounts.
3.1.6. Any revisions to Product offerings (new Products, altered item or model numbers, etc.) must be
pre -approved by the Lead State, and will be allowed once per month.
3.1.7. Product updates are required by the 1st of the month and shall go into effect upon approval by the
Lead State.
3.1.8. Any Product 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 result in the Product(s) being removed
from the Master Agreement Price List(s) until such time as they can be verified on Buyer's Lab.
3.1.9. Updates to lease and rental rates must be submitted by the 1st day of each quarter.
3.1.10. Price Lists received after the Ist of the month may not be approved for up to thirty (30) days
following submission. In addition, errors in the Contractor's Price Lists may delay the approval
process further.
3.1.11. All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor
shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint
website has been updated.
3.1.12. 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 Participating State or Entity with their pricing breakdown which enables the Participating State
or Entity to easily compare the pricing in the CPC structure against the pricing in this Master
Agreement.
3.1.13. Pricing must include all standard shipping, delivery, and installation costs associated with the
Products. Excess installation charges or expedited shipping however, may be billable. Refer to
§4.9.5 for more information.
3.2. Participants and Scope
3.2.1. Contractor may not deliver Products or perform Services under this Master Agreement until a
Participating Addendum acceptable to the Participating State or Entity and Contractor is executed.
The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a
Participating State or Entity (and other Purchasing Entities covered by their Participating
Addendum), except to the extent altered, modified, supplemented or amended by a Participating
Addendum. By way 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 State or 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 consent of the Purchasing Entity and Contractor, may
be included in the ordering document (e.g. Order) used by the Purchasing Entity to place the Order.
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3.2.2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political
subdivisions and other Participating States or Entities authorized by individual state's statutes to
use state contracts are subject to the approval of the respective State Chief Procurement Officer.
Issues of interpretation and eligibility for participation are solely within the authority of the
respective State Chief Procurement Officer.
3.2.3. Obligations under this Master Agreement are limited to those Participating States and Entities who
have signed a Participating Addendum and Purchasing Entities within the scope of those
Participating Addenda. Financial obligations of Participating States and Entities are limited to the
Orders placed by the departments or other state agencies and institutions having available funds.
Participating States incur no financial obligations on behalf of political subdivisions. Contractor
shall email a fully executed PDF copy of each Participating Addendum to
PAQa nasoovalueooint.org to support documentation of participation and posting in appropriate data
bases.
3.2.4. Participating States and Entities may, through a Participating Addendum, limit:
a) Available financial vehicles;
b) Device Groups, Segments, Products, Services (including MPS); and
e) Any additional items as deemed necessary by the Participating State or Entity.
3.2.5. A Participating State or Entity must sign a new Participating Addendum with Contractor,
regardless of whether Contractor has signed Participating Addenda under a prior Master
Agreement(s).
3.2.6. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a
party to this Master Agreement. It is a nonprofit cooperative purchasing organization assisting
states in administering the NASPO ValuePoint cooperative purchasing program for state
government departments, institutions, agencies and political subdivisions (e.g., colleges, school
districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the
United States.
3.2.7. Participating Addenda shall not be construed to amend the following provisions in this Master
Agreement between the Lead State and Contractor, and any such language shall be void and of no
effect:
a) Term of this Master Agreement;
b) Amendments;
c) Participants and Scope;
d) Administrative Fee;
e) NASPO ValuePoint Summary and Detailed Usage Reports;
i) NASPO ValuePoint Cooperative Program Marketing and Performance Review;
g) NASPO ValuePoint eMarket Center;
h) Right to Publish;
i) Price and Rate Guarantee Period; and
j) Individual customers.
3.2.8. Participating Entities who are not states may under some circumstances sign their own
Participating Addendum, subject to the approval of participation by the Chief Procurement Officer
of the state where the Participating Entity is located. Any permission to participate through
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execution of a Participating Addendum is not a determination that procurement authority exists in
the Participating Entity; they must ensure that they have the requisite procurement authority to
execute a Participating Addendum.
3.2.9. Purchasing Entities may not Resell Products. This limitation does not prohibit the following;
however, any sale or transfer must be consistent with license rights granted for use of Intellectual
Property:
a) Payments by employees of a Purchasing Entity for Products;
b) Sales of Products to the general public as surplus property; and
c) Fees associated with inventory transactions with other governmental or non-profit entities, and
consistent with a Purchasing Entity's laws and regulations.
3.3. Administrative Fees
33.1. The 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 end of each calendar quarter.
3.3.2. The NASPO ValuePoint Administrative Fee is not negotiable.
3.3.3. The Contractor shall report on all actual Equipment sales, and on Estimated 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.
3.3.4. Industry research has shown close to a 1:1 ration 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 simply the reporting process and remove the burden to capture the actual
Service and Supply costs, the Contractor shall report as follows:
a) 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 "Estimated
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 Estimated Service and Supplies. The
amounts reflected for the Estimated Service and Supplies, if applicable, must be equal to the
amount of the Equipment.
b) Lease and Rental Equipment: Contractor shall report sales according to the Purchased
Equipment methodology described in §33.4(a), or they may report the actual amount invoiced
(less any taxes) for the lease or rental during the reporting period (calendar quarter). In
addition, the Contractor shall report an additional amount equal to the invoice amount and
identified as "Estimated 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 Estimated Service and Supplies.
33.5. Some Participating States may require a fee be paid directly to the Participating State on sales
made by Purchasing Entities within that state. For all such requests, the fee level, payment method,
and schedule for such reports and payments will be incorporated into the Participating Addendum.
The Contractor may adjust this Master Agreement pricing accordingly for sales made by
Purchasing Entities within the jurisdiction of the Participating State requesting the additional fee.
3.4. NASPO ValuePoint Summary and Detailed Usage Reports
The Contractor shall provide the following NASPO ValuePoint reports:
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3.4.1. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO
ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool
found at httv:.'www.nasvo.org/WNCP0 Calculator.asox. Any/all sales made under the Contract
shall be reported as cumulative totals by state, which are inclusive of all line items identified in the
Detailed Sales Report. Even if Contractor experiences zero sales during a calendar quarter, a report
is still required. Reports shall be due no later than thirty (30) days following the end of the calendar
quarter (as specified in the reporting tool).
3.4.2. Detailed Sales Report. Contractor shall also report detailed sales data by:
a) State;
b) Customer Type (e.g. local government, higher education, K-12, non-profit);
c) Customer bill -to name and address;
d) Contractor or Authorized Dealer Order number;
e) Customer purchase order number,
f) Customer number;
g) Order type (e.g. sales Order, credit, return, upgrade);
h) Purchase order date;
f) Ship date;
j) Invoice date and number,
k) Product number and description
1) List Price/MSRP;
m) Contract Price;
n) Quantity;
o) Total Price;
p) NASPO ValuePoint Admin Fee amount; and
q) Dealer.
3.4.3. Reports are due on a quarterly basis and must be received by the Lead State and NASPO
ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the
reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint
Cooperative Development Team electronically through a designated portal, email, CD-ROM or
flash drive. Detailed sales reports shall include sales information for all sales under Participating
Addenda executed under this Master Agreement. The format for the detailed sales data report is
shown in Exhibit E (NASPO ValuePoint Detailed Sales Reporting Template).
3A.4. Reportable sales for the summary sales data report and detailed sales data report includes sales to
employees for personal use where authorized by the Participating Addendum. Report data for
employees should be limited to ONLY the state and entity they are participating under the authority
of (state and agency, city, county, school district, etc.) and the amount of sales. No personal
identification numbers, e.g. names, addresses, social security numbers or any other numerical
identifier, may be submitted with any report.
3.4.5. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an
executive summary each quarter that includes, at a minimum, a list of states with an active
Participating Addendum, states that Contractor is in negotiations with, and any PA roll out or
implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator
and Contractor will determine the format and content of the executive summary. The executive
summary is due thirty (30) days after the conclusion of each calendar quarter.
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3.4.6. Timely submission of these reports is a material requirement of this Master Agreement. The
recipient of the reports shall have exclusive ownership of the media containing the reports. The
Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free,
transferable right to display, modify, copy, and otherwise use reports, data and information
provided under this section.
3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review
3.5.1. Contractor agrees to work cooperatively with NASPO ValuePoint personnel to ensure that
Contractor's personnel will be educated regarding the provisions of this Master Agreement, as well
as the competitive nature of NASPO ValuePoint procurements, the Participating Addendum
process, and the manner in which Participating Entities can utilize this Master Agreement.
3.5.2. Contractor agrees, as Participating Addenda are executed, and if requested by NASPO ValuePoint
personnel, to provide plans to launch this Master Agreement program within the Participating
State. Plans will include timeframes to implement this Master Agreement and Participating
Addendum, as well as confirmation that the Contractor's website has been updated to properly
reflect the contract offer as available in the Participating State.
3.5.3. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to
consider customer proposed terms and conditions, as deemed important to the customer, for
possible inclusion into the Participating Addendum. Contractor shall ensure that their sales force is
aware of this contracting option.
3.5.4. Contractor agrees to fairly, actively, and equally promote and advertise their NASPO ValuePoint
Master Agreement at all trade shows and Dealer meetings whereby Contractor displays or makes
reference to their government contract award offerings.
3.5.5. Contractor agrees, within 30 days of this Master Agreement effective date, to notify the Lead State
and NASPO ValuePoint of any contractual 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 shall
provide a copy of any such provisions.
3.5.6. Contractor agrees to participate in person at an annual performance review, which may include a
discussion of marketing action plans, target strategies, marketing materials, reporting, and
timeliness of administration fee payments. The location of the performance review shall be
determined by the Lead State and NASPO ValuePoint.
3.5.7. Contractor agrees that the NASPO ValuePoint logos may not be used by Contractor in sales and
marketing materials until a logo -use agreement is executed with NASPO ValuePoint.
3.5.8. The Lead State shall evaluate the utilization of this Master Agreement at the annual performance
review. The Lead State may, in its discretion, cancel this Master Agreement pursuant to §1.4, or
not exercise an option to renew, when Contractor utilization does not warrant further
administration of this Master Agreement. The Lead State may exercise its right to not renew this
Master Agreement if Contractor fails to record or report revenue for three consecutive quarters,
upon a 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under -
utilization will not occur sooner than two (2) years after execution of this Master Agreement. This
subsection does not limit the discretionary right of either the Lead State or Contractor to cancel this
Master Agreement pursuant to §1.4.4 or to terminate for default pursuant to §6.10.
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3.6. NASPO ValuePoint eMarket Center
3.6.1. In July 2011, NASPO ValuePoint entered into a multi -year agreement with SciQuest, Inc. (doing
business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and
management services to enable eligible NASPO ValuePoint customers to access a central online
website to view and/or shop the Products and Services available from existing NASPO ValuePoint
Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket
Center.
3.6.2. The Contractor shall have visibility in the eMarket Center through one of the following no -cost
options:
a) Ordering Instructions
i. The Contractor shall provide a link to their website, their Price list, their Dealer list, and
any additional information they would like the customer to have in regards to placing
Orders.
ii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor
shall have thirty (30) days to provide NASPO ValuePoint with the Ordering Instructions.
b) Hosted Catalog
I. The Contractor shall provide a list of its awarded Products and Services pricing via an
electronic data file, in a format acceptable to JAGGAER.
ii. In order to maintain the most up-to-date version of its Product offerings, the Contractor
must submit electronic data to the eMarket Center no more than four (4) times per calendar
year.
iii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor
shall have fifteen (15) days to set up an enablement schedule with NASPO ValuePoint and
JAGGAER. The schedule shall include future calls and milestone timeframes related to
testing and go -live dates.
iv. The Contractor shall have ninety (90) days from the receipt of written request, to provide
the Hosted Catalog to NASPO ValuePoint.
v. The Hosted Catalog must be strictly limited to the awarded Products and Services, and
must contain the most current approved pricing, including applicable quantity discounts.
vi. The catalog must include a Lead State Contract identification number and detailed Product
line item descriptions.
vii. The catalog must include any additional NASPO ValuePoint and Participating Addendum
requirements. Although Suppliers in the SQSN normally submit one (1) catalog, it is
possible to have multiple catalogs applicable to different NASPO ValuePoint Participating
State or Entities if for example, the Participating State or Entity has incorporated an
Administrative Fee into the Contract pricing, or a Participating State or Entity has
determined that they will not allow all awarded Products and Services under their
Participating Addendum. SciQuest will deliver the appropriate contract files to the user
viewing the catalog.
c) Punch -Out Catalog
i. The Contractor shall provide its own online catalog, which must be capable of being
integrated with the eMarket Center via Commerce eXtensible Markup Language (cXML).
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ii. The Contractor shall validate that its online catalog is current by providing a written update
to the Lead State every four (4) months, verifying that they have audited the offered
Products and Services pricing.
iu. The Contractor shall have ninety (90) days from the receipt of the written request, to
deliver the Punch -Out Catalog to NASPO ValuePoint.
iv. The Punch -Out Catalog must be strictly limited to the awarded Products and Services, and
must contain the most current approved pricing, including applicable quantity discounts.
v. The catalog must include a Lead State Contract identification number and detailed Product
line item descriptions.
vi. The site must also return detailed UNSPSC codes for each line item.
vii. Contractor shall provide a -Quote functionality to facilitate volume discounts.
viiI.The catalog must include any additional NASPO ValuePoint and Participating Addendum
requirements. It is possible to have multiple catalogs applicable to different NASPO
ValuePoint Participating State or Entities if for example, the Participating State or Entity
has incorporated an Administrative Fee into the Contract pricing, or a Participating State or
Entity has determined that they will not allow all awarded Products and Services under
their Participating Addendum. JAGGAER will deliver the appropriate contract files to the
user viewing the catalog.
3.6.3. Revising Pricing and Products
a) Any revisions to Product offerings (new Products, altered SKU's, etc.) must be pre -approved
by the Lead State, and will be allowed once per month.
b) Updated Product files are required by the I` of the month and shall go into effect upon
approval by the Lead State.
I. Files received after the 1st of the month may not be approved for up to thirty (30) days
following submission.
ii. Errors in the Contractor's submitted files may delay the approval process.
3.6.4. Supplier Network Requirements for Hosted and Punch -Out Catalogs
a) Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use the JAGGAER's
Supplier Portal to import the Contractor's catalog and pricing files into the JAGGAER system.
b) Contractor can receive Orders through electronic delivery (cXML) or through low -tech options
such as fax.
c) More information about the SQSN can be found at www.sciguest.com, or by contacting the
JAGGAER Supplier Network Services team at 800-233-1121.
3.6.5. Order Acceptance Requirements for Hosted and Punch -Out Catalogs
a) Contractor must be able to accept Orders via fax or cXML.
b) The Contractor shall provide confirmation via phone or email within 24 hours of Order receipt.
c) If the Order is received after 3pm (EST) on the day prior to a weekend or holiday, the
Contractor must provide confirmation via phone or email on the next business day.
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3.6.6. UNSPSC Requirements
a) Contractor shall support use of the United National Standard Product and Services Code
(UNSPSC). UNSPSC versions that Contractors must adhere to are provided by JAGGAER and
upgraded each year.
b) NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC, and
Contractor shall be required to support the migration effort.
c) All line items for Products and Services provided under this Master Agreement must be
associated to a UNSPSC code.
d) All line items must be identified at the most detailed UNSPSC level, indicated by segment,
family, class, and commodity.
3.6.7. Applicability. Contractor agrees that NASPO ValuePoint controls which contracts appear in the
eMarket Center, and that NASPO ValuePoint may elect at any time to remove any Contractor
offerings from the eMarket Center.
3.6.8. Several NASPO ValuePoint Participating States and Entities currently maintain separate
JAGGAER eMarket Place accounts. In the event that one of these Participating States or Entities
elects to use this NASPO ValuePoint Master Agreement (available through the eMarket Center),
but publish the information to their own eMarket Place, the Contractor agrees to work in good faith
with the entity and NASPO ValuePoint, and agrees to take commercially reasonable efforts to
implement such separate JAGGAER catalogs.
3.7. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State, prior
approval for the release of any information, including any written correspondence, which pertains to the
potential work or activities covered by this Master Agreement. The Contractor shall not make any
representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the
Products and Services that are the subject of this Master Agreement without prior written consent. Failure
to adhere to this requirement may result in termination of this Master Agreement for cause.
3.8. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms
and conditions of this Master Agreement and applicable Participating Addendum and will have the same
rights and responsibilities for their purchases as the Lead State has in this Master Agreement, including but
not limited to, any indemnity or right to recover any costs as such right is defined in this Master Agreement
and applicable Participating Addendum. 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. STATEMENT OF WORK
4.1. Overview
4.1.1. Contractor guarantees a continuing supply and consistent quality of Equipment, Accessories,
software, Supplies, and Services offered.
4.1.2. Contractor may not provide Products that have not been approved by the Lead State, with the
exception of NSP items, as referenced in §4.3.9.
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4.1.3. Contractor shall maintain compliance with all requirements of this Master Agreement throughout
the duration of the Contract.
4.1.4. A Purchasing Entity that purchases, leases or rents Equipment may issue an Order, pursuant to the
terms and conditions that are incorporated into this Master Agreement, and according to the
requirements listed in their states' Participating Addendum, including, but not limited to, the
issuance of Contractor's Supplemental Documents, which are attached as Attachment A through
Attachment D. Each Participating State or Entity shall be responsible for negotiating the terns and
conditions of each of the aforementioned Attachments.
4.1.5. Per Section 508 of the United States Workforce Rehabilitation Act of 1973, Contractor shall
provide Devices under Groups A, B, C, D and F, which are accessible to people with disabilities.
4.1.6. MPS:
a) Contractor may provide MPS on Group A, Group B, Group C, Group D, and Group F. In
addition, Contractor may provide MPS on Group E, as long as the Purchasing Entity owns the
Equipment.
b) Contractor may not provide MPS maintenance or repair Services on any Devices that are being
leased or rented to a Purchasing Entity by another Manufacturer, unless they have a written
agreement with the Manufacturer to do so.
4.1.7. Survivability:
a) Any Order placed under this Master Agreement shall survive the expiration of this Master
Agreement unless otherwise specified in a Participating Addendum.
b) Contractor is not permitted to increase pricing on any Order that was placed prior to the
expiration of this Master Agreement.
4.1.8. 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. This notice must be received in writing (via postal mail or
email) within thirty (30) calendar days of Contractor learning of such issues.
4.2. Authorized Dealers
4.2.1. Contractor may engage Authorized Dealers, who shall be Contractor's agent and Subcontractor for
providing sales and support for the Products and/or Services purchased by the Purchasing Entity
under this Master Agreement.
4.2.2. In the event Contractor elects to use Authorized Dealers in the performance of the specifications,
Contractor shall serve as the primary Contractor, and shall be fully accountable to the Lead State
for assuring that the Authorized Dealers comply with the terns and conditions of this Master
Agreement, and shall be liable in the event that Authorized Dealers fail to comply with such terms
and conditions.
4.2.3. Authorized Dealers shall be expected to stay current with Contractor's Products, pricing, Master
Agreement, and Participating Addendum requirements.
4.2.4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice
them directly.
4.2.5. Contractor must disclose to the Lead State, a list of all Authorized Dealers that provide Products
and/or Services, utilizing Exhibit C (Authorized Dealers by State).
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4.2.6. Contractor shall send notice to the Lead State, utilizing Exhibit D (Authorized Dealer Form) and
the Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer.
4.2.7. The Lead State reserves the right to deny the addition of any Authorized 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 Lead State.
4.2.8. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with this Master
Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the
Participating State, to either 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. Alternatively, the Contractor may investigate and consult with the
Participating State and/or the Purchasing Entity as appropriate, and use commercially reasonable
efforts to resolve the dispute.
43. Product Offerings
4.3.1. Group Segments. Contractor shall offer Products under the following Groups:
Group A— MFD, A3
B&W only; Color and B&W
Segment
PPM
2
20 — 30
3
31 — 40
4
41 — 50
5
51 — 60
6
61 — 70
7
71 — 90
Group B — MFD, A4
B&W only; Color and B&W
Segment
PPM
1
Up to 20
2
21 — 30
3
31 — 40
4
41 — 50
5
51 — 60
6
61+
Group C — Production Equipment
B&W only; Color and B&W
Segment
PPM
1
65 — 79
2
80 — 89
3
90 —110
4
111 —130
5
131+
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Group D — Single -function Printers
B&W only; Color and B&W
Segment
PPM
1
Up to 20
2
21 — 40
3
41 — 60
4
61+
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+
4.3.2. Device Configurations. Contractor's Devices shall be equipped, at a minimum, with the following
Accessories/capabilities:
a) Group A — MFD, A3
i) New Power Filter,
ii) Duplex for Segment 3 and above;
iii) Standard paper drawer(s) equal to or greater than:
1) One (1) paper supply for Segment 2;
2) Two (2) paper drawers for Segments 3 and 4; and/or
3) 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.
b) Group B — MFD, A4
i) New Power Filter,
ii) Bypass paper supply;
iii) Standard paper drawer(s) equal to or greater than:
1) One (1) paper supply for Segments 1 and 2;
2) Two (2) paper drawers for Segments 3 and 4; and/or
3) 2,000 sheet paper capacity for Segments 5 and above.
iv) Paper size capacityup to 8 Y:" x 14"; and
v) Envelope adjustment capability.
c) Group C — Production Equipment
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i) New Power Filter;
ii) Bypass paper supply;
III) Standard paper drawer(s) equal to or greater than:
1) One (1) paper supply for Segments 1 and 2;
2) Two (2) paper drawers for Segments 3 and 4; and/or
3) 2,000 sheet paper capacity for Segments 5 and above.
iv)
Paper size capacity up to 8'h" x 14'; and
v)
Envelope adjustment capability.
d) Group D — Single -function Printers
i)
Must include an inkjet, light emitting diode (LED), or laser print engine;
ii)
Standard paper drawer(s);
III)
Standard paper capacity; and
iv)
Network connectivity.
e) Group F — Scanners
i)
Charge -Coupled Device (CCD) or Contact Image Sensor (CIS);
ii)
Automatic Document Feeder (ADF);
III)
Letter or legal paper size capacity;
iv)
Color depth of at least 24 bytes; and
v)
Single pass duplex scan.
4.3.3. Device Standards. Devices shall meet the following requirements:
a) Group A and Group B Base Units are OEM only;
b) 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;
c) Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze
Standard within one (1) year of being added to the Master Agreement Price List;
d) If Contractor's Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant
(applicable to Group D Devices only) within one (1) year, then they will be removed from the
Price List;
e) Must be Newly Manufactured, current, Remanufactured, or Refurbished, except as specified in
a Participating Addendum;
f) Devices, when installed, and if available, must be set-up to receive automatic software updates
and patches. For new software versions or upgrades that carry an additional cost, updates will
not be done automatically; rather, Contractor or their Authorized Dealer will inform the
Purchasing Entity of the new version and assist them in their decision to upgrade based on
needed functionality and compatibility with their existing Equipment.
g) Specifications must be published on Contractor's website;
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h) 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;
f) Must maintain a PPM speed, according to Segment classification; and
j) 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).
4.3.4. Device Exceptions
a) Croup C, Group D, and Group F will not be restricted to OEM, and do not have to be Private
Labeled;
b) Group C, and Group Fare not required to be EPEAT registered or Energy Star compliant;
c) 3D Printers may be offered by Contractor, and shall be priced based on a minimum discount of
10%;
d) Digital Duplicators may be offered by Contractor, and shall be priced based on a minimum
discount of 69%;
e) Inkjet and Digital Presses may be offered by Contractor, and shall be priced based on a
minimum discount of 67%.
4.3.5. Accessories
a) Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or
enhance the features of the Device.
b) Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented
under prior NASPO ValuePoint and/or WSCA Master Agreements, as well as via any other
means.
43.6. Software
a) Contractor shall provide software to enhance the capabilities of the Devices, or software may
be provided as a standalone option on any pre -owned, purchased, leased or rented Device.
b) Contractor shall provide OEM and/or Third Party Software.
c) All software drivers shall be, at a minimum, Windows 7 compliant, and all Devices must have
universal software drivers.
d) Purchasing Entities that acquire software shall be subject to the software license agreement
("EULA") distributed with such software, as referenced in Attachment D, and as additionally
provided by Contractor upon Order placement. However, the Master Agreement will supersede
and control if there is conflicting language between it, and any software license agreement.
43.7. Consumable Supplies
a) Contractor shall offer OEM or compatible consumable for Supplies for Groups A, B, C, D, and
F. These Supplies may be 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. The Supplies that may be offered include, but are not limited
to the following:
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i)
Toner,
ii)
Staples;
iii)
Print Cartridges;
iv)
Imaging Drums;
v)
Transfer Kits;
vi)
Waste Toner Bottles;
vii)
Fuser Oil;
viii)
Ozone Filters;
ix)
Developer;
x)
Rollers and Pads; and
xi)
Maintenance Kits.
b) Toner must be free of carcinogenic, mutagenic, or teratogenic substances.
c) Contractor shall provide the Purchasing Entity with a method to return the empty toner
cartridges at no additional charge.
4.3.8. Remanufactured/Refurbished Equipment
a) Contractor may offer Remanufactured and/or Refurbished Equipment under Group A, B, C, D,
and F.
b) Remanufactured and Refurbished Equipment is not required to be EPEAT registered or Energy
Star compliant.
e) Equipment may be acquired via a purchase, lease or rental agreement.
d) Contractor must notify the Purchasing Entity in writing, when Remanufactured or Refurbished
Equipment is being offered.
e) All Remanufactured or Refurbished Equipment must be clearly labeled as such, and must be
certified by the Manufacturer.
f) Remanufactured Equipment must be priced according to the minimum discount offered for
similar Equipment in Groups A, B, C, D, and F.
g) 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.
h) Service and Supplies for Remanufactured and Refurbished Equipment will receive the same
pricing as the published price for the Group and Segment to which it belongs.
4.3.9. Open Market Items
a) Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the
Products and/or Services. NSP items will not include:
i) Interactive White boards;
ii) Computers, monitors, or other related items;
III) Fax machines;
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25B-45
iv) Overhead Projectors; and
v) Cameras.
b) NSP items may only be acquired through the Contractor or their Authorized Dealers and must
be reported quarterly with all other sales.
c) NSP items must be priced at a minimum discount of 151 a from MSRP or List Price.
d) NSP items shall not 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.
e) It shall be at the discretion of the Participating State or Entity to allow Open Market Items in
their Participating Addendum.
4.3.10. Emerging Technologies
a) Upon approval from the Lead State, Contractor may add new, related technology.
b) Technology does not have to be restricted to OEM, nor does it have to be Private Labeled.
c) Any new technology that a Contractor requests to add to their Price List must contain a full
description of the Product, along with MSRP and pricing information, as well as an
explanation/justification as to how the Product conforms to the requirements of this Master
Agreement.
d) Any new technology must be priced at a minimum discount of 10%.
4.4. Service Offerings
4.4.1. Managed Print Services
a) Contractor shall provide the following:
i) Free Initial Assessment - which shall include the following:
1) Document workflow
2) Identification of Service, Supplies, and parts
3) Current output
4) Total Cost of Ownership (TCO)
5) Employee to Device ratio
6) Preliminary estimated cost savings
ii) Implementation which shall consist of the following:
1) Plan Development
2) Hardware and Software Installation and Set-up.
III) Remote Device Monitoring which shall include the following:
1) Job Accounting
2) Automated Meter Reads
3) Automated Toner Replenishment
iv) End -user Support which shall include the following:
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1) Training
2) Help Desk Services
v) Account Management which shall include the following:
1) Reporting
2) Invoicing
3) Customer Business Reviews
b) Contractor may also provide the following:
i) Maintenance
1) Preventative Maintenance
2) Service and Repair
3) On -site break/fix
4) Parts Management
5) Warranty Management
ii) Ongoing Fleet Management and Optimization
1)
Consumable Spend
2)
Continual Assessments
3)
Green Initiatives
4)
Add/Move/Change Services
5)
Disaster Recovery
III) Cost Based Assessment
1) Asset Mapping
2) End -user Survey
3) Detailed Recommendation
4) Analysis and Plan Design
iv) Change Management
v) Professional Services
1)
Consulting
2)
Project Management
3)
Records Management
4)
Network and Data Security
5)
Document Workflow Consulting
6)
Document Scanning
7)
Back -file Conversion
8)
Mail -Room Services
c) All MPS engagements shall require the Contractor and Purchasing Entity to complete a
detailed statement of work, as referenced in Attachment C (Sharp Sample MPS Statement
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of Work Template), and it must be approved by both parties prior to the initiation of any
engagement.
d) 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.
e) MPS pricing and billing options shall be flexible, as long as pricing doesn't exceed Master
Agreement pricing, and the Purchasing Entity will drive the complexity of the solution required
with a staged approach to implementation.
4.4.2. Maintenance Agreements
a) Pricing
i) Pricing shall include a zero base, cost per click rate for b&w and/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 shall also be provided.
III) Pricing must be provided that includes all parts, labor, Preventative Maintenance, Service
Calls, and Supplies for Groups A, B, C and D.
iv) A pricing option for ALL Groups shall include parts, labor, Preventative Maintenance (if
applicable), and Service Calls, but excludes Supplies.
v) Contractor may increase their Service and Supply pricing to include staples (if applicable
to the Device).
vi) Contractor may charge flat rate fees for Services performed on any Accessories.
vii) 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.
viii) 11"x17" impressions:
1) Shall be counted as two (2) clicks on Group A Devices; and
2) May be counted as two (2) clicks on Group C Devices.
ix) A two-sided document shall be counted as two (2) clicks.
x) Contractor must not charge for scans on any MFD.
xi) Initial Term:
1) Pricing shall remain firm for the initial term of the Maintenance Agreement.
2) For lease and rental Equipment, the Maintenance Agreement term is equal to the term
of the lease or rental (12, 18, 24, 36, 48, 60 months etc.).
3) For purchased Equipment, the initial term is whatever period of time the Purchasing
Entity elects, as long as it does not exceed 60 months on Group A, Group B, Group
D, and Group F Devices and 84 months on Group C Devices.
xii) Renewal Term:
1) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that
was acquired under this Master Agreement, then the Contractor may negotiate new
pricing. This pricing shall not exceed this Master Agreement pricing.
2) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that
was acquired under Master Agreement (3091), then §4.4.2(Q shall apply.
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b) Blended Rates
i) Contractor shall have the ability to blend the Service and Supply costs over a large
Equipment 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 Purchasing Entity with the Blended Rate calculation prior to
Order placement.
iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity.
c) Manual Meter Reads
i) Contractor may collect meter reads from a Purchasing Entity via electronic means.
ii) Meter reads may be submitted via the Contractor's online portal, or through e-mail, or
facsimile.
iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads
through the Device.
d) Customer Owned Equipment
i) Purchasing Entity's may elect to enter into a Maintenance Agreement for Equipment they
already own, or Equipment they acquire through an up -front purchase.
ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts,
labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may
not be included.
iii) The Maintenance Agreement shall not be subject to automatic renewals.
e) Lease or Rental Equipment
i) Contractor shall be required to provide a Maintenance Agreement on all Equipment that is
leased or rented by a Purchasing Entity.
ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly
base charge.
t) Legacy Equipment
i) Upon request from the Purchasing Entity, Contractor may provide Maintenance
Agreements on any Equipment that is owned or was leased or rented through Master
Agreement (3091), or via any other means, providing the following conditions are met:
1) The Device has not reached the end of its Useful Life;
2) The maximum tens of the Maintenance Agreement does not exceed the Useful Life
of the Device, unless otherwise specified in a Participating Addendum; and
3) The Maintenance Agreement adheres to the same requirements as outlined in
§4.4.2(d) and §4.4.2(e).
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 any parts and/or labor required to bring the Device up to acceptable
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 exceed this Master Agreement pricing, until the
Purchasing Entity reaches the five (5) year mark. Refer to §4.4.2(f)(iv) below for
additional information.
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iv) If the Device has been at the Purchasing Entity's location for more than five (5) years,
then Maintenance Agreement pricing shall not exceed 107% of the Service and Supply
pricing in this Master Agreement for years 5 through 7, and 110% for years 8 and beyond.
The Service and Supply pricing that will be used for this calculation will be based on the
following:
1) The Group and Segment to which the Device is categorized; and
2) The Service and Supply pricing for that Group and Segment, as listed under Newly
Manufactured Equipment in this Master Agreement.
4.4.3. Service Requirements
a) Technicians. All technicians shall be factory trained by the OEM and certified to Service the
Devices.
b) Standard Service Levels. Participating States and/or Entities may negotiate their own Service
Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the
following requirements:
f) End -User Training
1) An initial, no charge, on -site, one -hour training session for each Device, must be
offered by Contractor for all non -desktop Products placed at each Purchasing Entity's
location. For drop -shipped or desktop Products, Contractor shall offer an initial, one -
hour, no charge, web -based, or on-line training session.
2) Technical support training shall also be included in the initial, no charge training, and
will include network connectivity and print driver installation. This training will be in
addition to the one -hour of free training for Device operation.
3) If Purchasing Entity elects to exercise the training option, then Contractor shall
provide the training within ten (10) Business Days of Purchasing Entity's request.
4) Contractor shall offer additional on -site, one -hour training sessions for a flat rate fee.
Additional charges for travel and per diem, if applicable, must be disclosed to the
Purchasing Entity prior to Order placement.
5) Contractor must provide on -site or off -site operational training to designated
Purchasing Entity personnel, until the personnel are able to operate the Equipment
independently. Pricing for operational training shall be based on a flat rate fee.
Additional charges for travel and per diem, if applicable, must be disclosed to the
Purchasing Entity prior to Order placement.
6) Contractor shall provide Product literature, user -manuals, and access to on-line
resources, if available, at no charge to the Purchasing Entity.
7) Contractor shall provide a toll -free end -user technical support number that
Purchasing Entities can utilize for everyday minor troubleshooting. A Purchasing
Entity must be able to obtain assistance during Normal Business Hours.
8) Contractor shall provide phone/technical support within two (2) hours of Purchasing
Entity's request for assistance.
ii) Preventative Maintenance. Contractor shall perform all Preventative Maintenance
Services at the Manufacturer's suggested intervals, or as specified in an Order.
Preventative Maintenance shall not be a requirement on desktop Devices.
ili) Equipment Performance
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1) Equipment Downtime shall be calculated from the time a service call is placed with
Contractor or with Dealer's dispatch department until the time the technician
completes the repair.
2) Equipment Downtime due to lack of consumable Supplies is not acceptable.
3) Contractor shall guarantee that the fleet of Devices for each Purchasing Entity will be
operational at least 96% of the time, during Normal Business Hours for Groups A, B,
D, and F.
4) If any fleet of Devices fails to perform at the operation level specified in
§4.4.3(b)(iii)(3) then §4.11.12 shall apply.
5) Contractor must provide daily communication to the Purchasing Entity regarding
inoperable Equipment, including updates regarding resolution timeframe, and any
parts, Accessories, or Devices on back -order.
iv) Loaner Equipment. If any Device is inoperable for two (2) Business Days, due to
Equipment malfunction, as reasonably determined by Contractor, then Contractor shall
provide the Purchasing Entity with:
1) A loaner Device of similar speed and capabilities until such time as the inoperable
Device(s) are now operable; or
2) Provide the Purchasing Entity with off -site manned production capabilities to
accomplish the work of the unit that is inoperable at the sole expense of the
Contractor. Such costs shall be limited to the cost of production (Service and
Supplies), Equipment, labor, and transportation to and from the off -site production
facility and the Purchasing Entity location.
v) Repair Parts
1) Contractor shall guarantee the availability of repair parts for a minimum of five (5)
years after the Purchasing Entity's Acceptance of any Device.
2) All Device components, spare parts, application software, and ancillary Equipment
that is supplied under this Master Agreement, must conform to Manufacturer
specifications.
3) Contractor shall be responsible for ensuring that any repair parts are operable and
installed in accordance with Manufacturer specifications.
4) Repair parts may be new, reconditioned, reprocessed or recovered.
vi) Replacement Equipment
1) If Purchasing Entity is not satisfied with any Device, Contractor will, at Purchasing
Entity's written request, replace it without charge with an equivalent unit or, upon
mutual agreement with the Purchasing Entity, with a Device of comparable features
and capabilities.
2) Prior to installing a substitute Device, Contractor will be allowed thirty (30) days to
remedy any quality or reliability issues.
vii) Service Zones
1) Unless otherwise specified in a Participating Addendum, Contractor shall adhere to
the following Service Call Response Times based on the distance that their Service
Base Location is from the Purchasing Entity:
Service Zone
Derrnition
Response Time
Urban
Within 60 miles
4 - 6 Hours
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Rural
60 120 miles
1 - 2 Business Days
120+ miles, or only
Remote
accessible by plane
4 - 5 Business Days
or by boat
2) Repair or replacement of parts and/or Devices shall occur within four (4) Business
Days of Contractor arriving at Purchasing Entity's location, with the following
exception:
a If Contractor is drop -shipping a new Device to replace a defective Device,
then Purchasing Entity must receive the new Device within three (3)
Business Days.
3) Contractor may charge different rates according to each Service zone.
viii) Service Logs
1) Contractors shall maintain a Service log which describes the maintenance and repair
Services provided for each Device.
2) A no -cost copy of Service logs/reports must be provided to the Purchasing Entity or
Participating State or Entity, within five (5) Business Days of the request.
ix) Equipment Relocation
1) Equipment relocation Services include dismantling, packing, transporting, and re-
installing Equipment.
2) Contractor may charge for this Service based on the following table:
Service
Distance from original placement
Charge
Zone
of Device
1
Within the same building
No Charge Allowed*
2
Up to 50 miles from building in
Flat Rate Fee, plus
Per Mile Hourly
which Device was originally placed
Fee
3
More than 50 miles from building in
Flat Rate Fee, plus
Per Mile or Hourly
which Device was originally placed
Fee
'Contractor may charge Purchasing Entities a mutually agreed upon price for special
rigging in the event a Purchasing Entity's demographics require such rigging for
Zone 1 relocation's. The price shall be agreed upon in writing by Contractor and
Purchasing Entity prior to any Equipment relocation in Zone 1.
3) Contractor shall not charge for any fees incurred due to fuel or tolls.
4) 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 occur. 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 these Services, Contractor shall communicate with
Purchasing Entity and agree on a mutually beneficial time -frame.
c) Meter Read Invoicing
i) In order for Contractor to generate accurate invoices, Purchasing Entities shall provide
meter reads within the Contractor's requested time -frame.
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ii) Invoices that are generated without receiving the proper meter read information from the
Purchasing Entity will not be considered inaccurate.
iii) 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 Purchasing Entity will not be assessed any late
fees for failure to submit payment by the invoice due date.
iv) Failure on the Contractor's part to maintain accurate invoicing shall result in a $25.00 per
instance credit on the following month's invoice.
d) Service Level Calculations
i) At the discretion of the Participating State or Entity, Contractor shall produce reports that
can be measured against the required SLA components. Refer to §4.4.3(e) for reporting
requirements.
ii) The Participating State or Entity shall determine how the reports will be utilized and
whether liquidated damages will be assessed for failure to meet the SLA requirements.
Any liquidated damages or penalty structure shall be defined in the Participating State or
Entity's Participating Addendum.
e) 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.
i) The report shall include the following:
1) Up -time percentage (%) per fleet of Devices;
2) Number of Service Calls placed;
3) Response Time per Device;
4) Dates that Preventative Maintenance was performed, if applicable;
5) Hours of end -user training performed; and
6) Estimated end of Useful Life per Device, based on current usage.
ii) The report may include, but not be limited to, the following:
1) Location of Devices;
2) Click usage per Device; and
3) EPEAT certification level of each Device.
4.4.4. Software Subscriptions
a) Software pricing shall be inclusive of available software patches and any updates.
b) Purchasing Entities shall have the option to finance software subscriptions according to the
lease and rental rates listed in Groups A, B, C, D, and F of the Master Agreement.
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.
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. Should there be any
conflicting language between the software EULA and the Master Agreement, the Master
Agreement shall govern and control.
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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 during Normal Business Hours for
Purchasing Entities to report software problems or answer software related questions.
4.5. Purchase, Lease, and Rental Programs
4.5.1. Contractor shall offer the following acquisition methods:
Financial Vehicle
Standard Terms Offered
Purchase
N.!A
Fair Market Value Lease
12 18 24, 36,48 and 60 months
$1 Buyout Lease
Straight Lease
Cancellable Rental
Short -Term Lease
12 months
4.5.2. All Products on Contractor's Price List may be purchased, leased or rented, either as a packaged -
deal, or stand-alone item.
4.5.3. Contractor shall also offer 72 and 84-month lease and rental rates for Group C Devices only.
4.5.4. Equipment Trade -In
a) A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon
Participating State or Entity regulations and laws, and Purchasing Entity policies, to do an
Equipment Trade -In, when placing a purchase, lease or rental Order.
b) The value for the Equipment Trade -In shall be negotiated by the Purchasing Entity and the
Contractor, and shall not include any disposal or shipping fees.
4.5.5. Lease and Rental Rates
a) The rate for any lease or rental shall remain fixed throughout the Initial Lease or Rental Term.
b) Equipment Payments for Renewal Terms shall never exceed Master Agreement pricing.
c) If a Purchasing Entity enters into a Renewal Term, then the Equipment Payment will be subject
to the lease and rental rates listed in the most recent Price List(s) posted on the NASPO
ValuePoint website.
d) Contractor may update lease and rental 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 something similar, and must be the rate in effect at the end of each calendar quarter. Refer to
httos:r'/www. treasury.: govi resource-center/data hart-center.'interest-
ratesiPages/TextView.asox?data=yield for additional information.
e) Contractor shall offer Coterminous lease and rental rates to any Purchasing Entity wishing to
add Products to an existing lease or rental agreement.
4.5.6. Leasing and Rental Overview
a) All lease and rental programs must remain with the Contractor or Authorized Dealers through
an in-house leasing program, or through the financial branch or subsidiary of the Contractor. In
addition, Contractor and their Authorized Dealers may use Third Party leasing companies, but
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all billing must be invoiced in the name of the Contractor or their Authorized Dealer, and all
contractual obligations shall remain with the Contractor.
b) A Purchasing Entity may lease or rent Equipment pursuant to the terms and conditions
identified herein.
c) Lease and rental agreements shall not be subject to automatic renewals.
d) In the event that the term of a lease or rental agreement extends beyond the tern of the
Participating Addendum, the terms and conditions of this Master Agreement and Participating
Addendum shall continue to apply.
e) A lease or rental agreement issued prior to the termination of this Master Agreement and
Participating Addendum, shall survive the termination of this Master Agreement and the
Participating Addendum.
f) 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 Equipment at the end of the Initial
Lease or Rental Term, or at the end of the Renewal Lease or Rental Term, or the Contractor
may pick the Equipment up, without any further financial obligations to the Purchasing Entity.
g) Equipment pickups must be performed within thirty (30) calendar days of the end of the Initial
or Renewal Term.
h) Equipment returns must be performed within thirty (30) calendar days after the Contractor or
Authorized Dealer provides return shipping instructions to the Purchasing Entity.
i) Contractor shall be responsible for all Product pickup and return costs.
j) The maximum term on any Initial Lease Term shall be 60 months, with the exception of Group
C Devices, which shall have a maximum term of 84 months, and with the exception of Short -
Term Leases, which shall have a maximum term of 12 months.
k) 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 Equipment.
1) All Renewal Terms shall be billed on a monthly basis.
4.5.7. Leasing and Rental Options
a) FMV Lease
i) 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, Group D, and Group F, at the
discretion of the Participating State or Entity. In addition, a Participating State or Entity
may elect to enter into 72 and 84 month terms for Group C only.
ii) Upon the expiration of the Initial Lease Tern, a Purchasing Entity may do one of the
following:
1) Exercise their purchase option;
2) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of
the Participating State or Entity; or
3) Return the Equipment to the Contractor, or have the Contractor pick the Equipment
up.
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b) $1 Buyout Lease
i) 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, Group D, and Group F, at the
discretion of the Participating State or Entity. In addition, a Participating State or Entity
may elect to enter into 72 and 84 month terms for Group C only.
ii) Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the
Equipment to the Purchasing Entity, or as otherwise determined in a Participating
Addendum, and the Purchasing Entity shall not be subject to any additional expense in
order to assume possession of the Equipment.
c) Straight Lease
i) 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, Group D, and Group F, at the
discretion of the Participating State or Entity. In addition, a Participating State or Entity
may elect to enter into 72 and 84 month terms for Group C only.
ii) Upon the expiration of the Initial Lease Term, a Purchasing Entity 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
the Participating State or Entity; or
2) Return the Equipment to the Contractor, or have the Contractor pick the Equipment
up.
d) Cancellable Rental
i) A Purchasing Entity shall have the option to enter into an Initial Rental Term of 12, 18,
24, 36, 48, or 60 months, at the discretion of the Participating State or Entity. In addition,
a Participating State or Entity may elect to enter into 72 and 84 month terms for Group C
only.
ii) A Purchasing Entity shall have the option to cancel the rental at any time throughout the
tens of the agreement, by providing the Contractor with a thirty (30) day prior written
notice.
iii) Upon the expiration of the Initial Lease Term, a Purchasing Entity 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
the Participating State or Entity; or
2) Return the Equipment to the Contractor, or have the Contractor pick the Equipment
up.
e) Short -Term Lease
i) A Purchasing Entity shall have the option to enter into a maximum lease term of 12
months.
ii) Upon the expiration of the lease term, the Purchasing Entity shall return the Equipment to
the Contractor, or have the Contractor pick the Equipment up.
4.5.8. Leasing and Rental Terms and Conditions
a) Possession and Return of Lease and Rental Equipment
i) Purchasing Entity is responsible for risk of loss to the Products while the Products are in
Purchasing Entity's possession. Purchasing Entity shall be relieved of all risks of loss or
damage to the Products during periods of transportation and de -installation.
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ii) Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End
of Term (EOT) options at least sixty (60) to ninety (90) days prior to the end of any Initial
Lease or Rental Term. Such notification may include, but not be limited to, the following:
1) Any acquisition or return options, based on the type of lease or rental agreement;
2) Any renewal options, if applicable; and/or
3) Hard drive removal and surrender cost, if applicable.
iii) If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Equipment,
it shall give Contractor at least thirty (30) days written notice prior to the expiration of
such lease or rental tens. 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 Equipment, the Initial Lease or Rental Term shall be terminated on the
date as stated in the Order and removal of the Product will be mutually arranged, unless
otherwise specified in a Participating State or Entity's Participating Addendum.
iv) If Purchasing Entity does not exercise the purchase or renewal option, it will immediately
make the Product available to Contractor in as good of condition as when Purchasing
Entity received it, except for ordinary wear and tear.
b) Payment. The first scheduled payment (as specified in the applicable Order), will be due
following the Acceptance of the Products, 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.
c) Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to
Keep option on an FMV or $1 Buyout Lease.
d) Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to
Return option on an FMV, $1 Buyout or Straight Lease, and return the Equipment to the
Contractor in good working condition (ordinary wear and tear excepted).
e) Equipment Upgrade or Downgrade. A Purchasing Entity may do an Equipment Upgrade or
Downgrade on a lease or rental at any time throughout the term of the lease or rental
agreement. The Purchasing Entity and the Contractor shall negotiate the price of the Equipment
Upgrade or Downgrade, but at no time shall the total cost of the Equipment Upgrade or
Downgrade be less than the remaining stream of Equipment Payments.
f) 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 Purchasing Entity may terminate any such lease
or rental 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.
g) Assignment
i) Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Product or
any lease or rental agreement without Contractor's prior written consent (which consent
shall not be unreasonably withheld).
ii) Purchasing Entity agrees that Contractor may not sell or assign any portion of
Contractor's interests in the Product and/or these Lease or Rental Terms or any Order for
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leases or rentals, without notice to Purchasing Entity even if less than all the payments
have 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.
III) No assignment to an Assignee will release Contractor from any obligations Contractor
may have to Purchasing Entity.
h) Early Termination Charges
i) Except in the case of Non -appropriation of funds, FMV, $1 Buyout, Straight and Short -
Term Leases shall be subject to an early termination charge, and shall involve the return of
the Equipment (in good working condition; ordinary wear and tear excepted) by the
Purchasing Entity to the Contractor. With respect to the Equipment, the termination charge
shall not exceed the balance of remaining Equipment 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.
ii) Cancellable Rentals shall not exceed a termination charge of three (3) months of Total
Monthly Payments, or as otherwise agreed to by the Participating State or Entity.
i) Default. Each of the following is a "default" under these lease and rental terms:
i) 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;
ii) Any representation or warranty made by Purchasing Entity in these lease or rental terms is
false or incorrect and Purchasing Entity does not perform any of its obligations under
these lease or rental terms, and this failure continues for forty-five (45) days (or as
otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing
Entity;
ill) Purchasing Entity or any guarantor makes an assignment for the benefit of creditors;
iv) Any guarantor dies, stops doing business as a going concern, or transfers all or
substantially all of such guarantor's assets; or
v) Purchasing Entity stops doing business as a going concern or transfers all or substantially
all of Purchasing Entity's assets.
j) Remedies. If a Purchasing Entity defaults on a rental or lease agreement, then Contractor, in
addition to, or in lieu of, the remedies set forth in this Master Agreement, and Participating
Addendum, may do one or more of the following:
i) Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor
has entered into with Purchasing Entity;
ii) 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:
1) All past due payments and all other amounts payable under the lease or rental
agreement;
2) All unpaid payments for the remainder of the lease or rental term, discounted at a rate
equal to three percent (3%) per year to the date of default; and
3) Require Purchasing Entity to deliver the Product to Contractor per mutual
arrangements.
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4.6. Security Requirements
4.6.1. Network and Data Security
a) Devices maybe 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 Contractor prior to Order placement.
b) Contractor will not be permitted to download, transfer, or access print data stored on the
Device in either hard drive or chip memory. Only system management accessibility will be
allowed.
c) 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.
4.6.2. Sensitive Information. Sensitive information that is contained in any Legacy Equipment or
applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly
developed applications. Since sensitive information is subjective, it shall be defined by each
Participating State or Entity in their Participating Addendum.
4.6.3. Data Breach. Contractor shall have an incident response process that follows National Institute of
Standards and Technology (MIST) standards as referenced in Special Publication 800-61, Revision
2 (available at http://dx.doi.org/10.6028/NIST.SP.800-6lr2) and includes, at a minimum, breach
detection, breach notification, and breach response.
4.6.4. Authentication and Access
a) 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.
b) Any network connected Device must have the ability to connect via Dynamic Host
Configuration Protocol (DHCP) or Static IP address.
c) The credential information for any remote authentication method may not be maintained within
the Device's memory.
d) 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 Equipment installation.
4.6.5. Hard Drive Removal and Surrender
a) Contractor shall ensure that all hard drive data is cleansed and purged (if capable) from the
Device at the end of its Useful Life, or when any hard drive leaves the Purchasing Entity's
possession; or
b) At the Participating 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.
c) If Contractor takes possession of any Device at the Purchasing Entity's location, then they shall
also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in
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accordance with applicable law, as well as environmental, and health considerations, or as
otherwise specified in a Participating Addendum.
d) Hard drive sanitation shall be at no expense to the Purchasing Entity; however, Contractor may
charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their
possession. Contractor must disclose the price for removal and surrender of the hard drive,
prior to Order placement.
e) 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 time of Order placement. In the case of a non -
removable hard drive, §4.6.5(a) shall apply.
f) If a Contractor is removing another Manufacturer's Equipment, they are not permitted to
remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard
drives in their own Devices. Contractor shall work with the Manufacturer to ensure the
requirements pursuant to this Subsection are met to the best of their abilities.
4.7. Equipment Demonstration Requirements
4.7.1. Contractor must offer trial or demonstration Equipment for Group A, Group B, and if requested by
the Purchasing Entity, Group C, Group D, and Group F.
4.7.2. Trial or demonstration Equipment may be new or used; however, no used, Remanufactured, or
Refurbished Devices shall be converted to a purchase, lease, or rental.
4.7.3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity,
showroom Equipment for Groups A, B, and C may be converted to a purchase, lease, or rental
providing the following conditions are met:
a) The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e.
b&w and color combined);
b) The meter count on Group C Devices not exceed 50,000 copies total (i.e. b&w and color
combined);
c) The Device must be discounted by at least 5% off of this Master Agreement pricing for that
same Device; and
d) The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom
model.
4.7.4. Any trial or demonstration period shall not exceed thirty (30) calendar days.
4.8. Shipping and Delivery Requirements
4.8.1. All Orders, regardless of quantity, shall be delivered to the Purchasing Entity within thirty (30)
calendar days after Contractor receipt of Order, unless otherwise specified by a Purchasing Entity.
4.8.2. Software related to the Device must be installed within five (5) Business Days of the Device
installation, or as otherwise stated in an Order.
4.8.3. All deliveries shall be F.O.B. destination, freight pre -paid, with all transportation and handling
charges paid by the Contractor. The minimum shipment amount, if any, will be found in the special
terms and conditions. Any Order for less than the specified amount is to be shipped with the freight
prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without
transportation charges that is back ordered shall be shipped without charge.
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4.8.4. Responsibility and liability for loss or damage shall transfer to the Purchasing Entity upon delivery
of the Product, except as to material defects, fraud and Contractor's warranty obligations, which
shall remain with the Contractor.
4.8.5. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing
Entity of each Participating State.
4.8.6. It shall be the responsibility of the Contractor to be aware of the delivery days and receiving hours
for each Purchasing Entity.
4.8.7. The Purchasing Entity shall not be responsible for any additional charges, should the Contractor
fail to observe specific delivery days and receiving hours.
4.8.8. The delivery days and delivery hours shall be established by the Purchasing Entity at the time of
Order placement.
4.8.9. All deliveries, with the exception of drop -shipped or desktop Products, shall be made to the interior
location specified by the Purchasing 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 responsibility of the Contractor. If damage does occur, it is the responsibility of the
Contractor to immediately notify the Purchasing Entity placing the Order.
4.8.10. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements
applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable,
OSHA material safety data sheets, and shall conform to all statements made on the label.
4.8.11. Packages that cannot be clearly identified may be refused and/or returned at no cost to the
Purchasing Entity.
4.8.12. Laws and Regulations. Any and all Products and Services offered and furnished shall comply
fully with all applicable Federal and State laws and regulations.
4.9. Equipment Installation Requirements
4.9.1. Prior to Order acceptance, Contractor must advise Purchasing Entity of any specialized installation
and site requirements for the delivery and installation of Device. This information should include,
but is not limited to, the following:
a) Air conditioning;
b) Electrical;
c) Special grounding;
d) Cabling;
e) Space;
f) Humidity and temperature limits; and
g) Other considerations critical to the installation.
4.9.2. The Purchasing Entity shall be responsible for famishing and installing any special wiring or
dedicated lines.
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4.9.3. 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.
4.9.4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on,
and with the most environmentally responsible defaults enabled, including Energy Star saving
settings.
4.9.5. 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. In addition, Contractor may charge for
expedited shipping.
4.9.6. 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 number of Contractor or Authorized
Dealer responsible for warranty Service of the Equipment.
4.9.7. Contractor shall clean-up and remove all debris and rubbish resulting 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.
4.10. Inspection and Acceptance
4.10.1. All Products are subject to inspection at reasonable times and places before Acceptance.
4.10.2. If the Product does not meet the standard of performance during the initial period of Acceptance
Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day
basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15)
calendar days to cure the standard of performance issue(s). If after the cure period, the Product still
has not met the standard of performance, the Purchasing Entity may, at its option:
a) Declare Contractor to be in breach and terminate the Order;
b) Demand replacement Product from Contractor at no additional cost to Purchasing Entity; or,
c) Continue the cure period for an additional time period agreed upon by the Purchasing Entity
and the Contractor. Contractor shall pay all costs related to the preparation and shipping of
Product returned pursuant to the section. No Product shall be deemed Accepted and no charges
shall be paid until the standard of performance is met.
4.103. Purchasing Entity shall confirm delivery, installation and Acceptance of all Products covered by
each purchase, lease, or rental Order, by signing a Delivery and Acceptance Certificate (D&A), as
referenced in Exhibit B (Sample D&A Certificate), which shows Acceptance of the Product(s)
and allows Contractor to invoice for the Products(s).
4.10.4. Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement,
may be done electronically) within five (5) Business Days after any Product is installed, or as
otherwise stated in a Participating Addendum.
4.10.5. Failure to sign the D&A or reject the Product(s) within the foregoing five (5) day period shall be
deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of
liability for material (nonconformity that substantially impairs value) defects subsequently revealed
when Products are put to use. Acceptance of such Products may be revoked in accordance with the
provisions of the applicable commercial code, and the Contractor shall be liable for any resulting
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expense incurred by the Purchasing Entity in relation to the preparation and shipping of Product(s)
rejected and returned, or for which Acceptance is revoked.
4.10.6. Transfer of Title
a) Contractor shall have exclusive title to the Products being delivered and the Products shall be
free and clear of all liens, encumbrances, and security interests. Title to the Device shall only
pass to the Purchasing Entity upon:
i) Purchasing Entity up -front purchase of the Device;
ii) Purchasing Entity exercising the purchase option at the end of a Fair Market Value Lease;
III) Upon expiration of a Purchasing Entity's $1 Buyout Lease; or
iv) Purchasing Entity has secured Third Party financing and payment is being made directly
to the Contractor by the Purchasing Entity.
b) Transfer of title to the Product shall include an irrevocable and perpetual license to use any
Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the
Product to another entity, Purchasing Entity shall have the right to transfer the license to use
the Embedded Software with the transfer of Product title. A subsequent transfer of this
software license shall be at no additional cost or charge to either Purchasing Entity or
Purchasing Entity's transferee.
4.10.7. If any Services do not conform to Contract requirements, the Purchasing Entity may require the
Contractor to perform the Services again in conformity with Contract requirements, at no increase
in Order amount. When 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.
4.11. Warranty Requirements
4.11.1. The Warranty period shall begin upon Acceptance of the Products, and shall be for a minimum of
ninety (90) days for purchase, lease and rental Equipment, regardless of whether Purchasing Entity
has elected to enter into a Maintenance Agreement.
4.11.2. Three Year Performance Guarantee: The performance and operation of any new Sharp MFD
acquired under the Master Agreement shall be quaranteed for 3 years from the date of installation
as long as the Purchasing Entity has maintained a full Service Maintenance Agreement with the
Contractor or their Authorized Dealer, using only Sharp Supplies and parts. If the MFD is not
performing within the Device's design specifications and cannot be repaired by Contractor or their
Authorized Dealer, then Contractor shall replace the Equipment with a like model with comparable
features.
4.11.3. Devices that are sold under this Master Agreement will come with the standard features as
published on the Manufacturers website, and will not deviate from the stated specifications.
4.11.4. Products 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.
4.11.5. If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractors
obligations shall be limited solely to the repair or replacement of Products proven to be defective
upon inspection.
4.11.6. Replacement of Products shall be on a like -for -like basis and shall be at no cost to the Purchasing
Entity.
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4.11.7. Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.
4.11.8. Upon significant failure of a Product, the warranty period shall commence again for the same
amount of time as specified in §4.11.1. Significant failure shall be determined by the Participating
State.
4.11.9. Contractor warranty obligations shall not apply if:
a) Product is installed, wired, modified, altered, or serviced by anyone other than Contractor
and/or their Authorized Dealer;
b) Product is damaged by accident or misuse;
c) If a defective or non -Contractor authorized Accessory, Supply, software, or part is attached to,
or used in the Device;
d) The Equipment was maintained using other than genuine Sharp supplies and parts; and
e) The Device is relocated to any place where Contractor Services are not available.
4.11.10.Contractor agrees to perform its Services in a professional manner, consistent with applicable
industry standards.
4.11.11. It will be at the discretion of each Participating State or Entity to negotiate additional warranty
requirements with the Contractor.
4.11.12. Lemon Clause
a)
This clause shall apply to all Devices that are purchased, leased, or rented under this Master
Agreement.
b)
This clause shall not apply if Supplies are used in the Devices that were not manufactured,
provided, or authorized by the Contractor.
c)
The application period is thirty-six (36) months from the date of Acceptance.
d)
This clause shall take precedence over any other warranty or Services clauses associated with
this Master Agreement, or as specified by a Participating State or Entity in their Participating
Addendum.
e)
A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased
Devices in order for this clause to apply past the initial ninety (90) day warranty.
f)
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 that meets or exceeds the requirements of the original Device, at no cost to the
Purchasing Entity.
4.12. Customer Service
4.12.1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure
compliance with this Master Agreement and subsequent Participating State or Entity requirements
and that the individuals occupying the Key Personnel positions have adequate experience and
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knowledge with successful implementation and management of a national cooperative contract.
Contractor shall ensure that there is always a single point of contact for the following positions:
a) Master Agreement Contract Administrator - the Lead State's primary contact in regards to
Contract negotiations, amendments, Product and Price List updates, and any other information
or documentation relating to this Master Agreement;
b) NASPO ValuePoint Reporting Contact - Responsible for submitting quarterly reports and
the quarterly Administrative Fee to the appropriate personnel;
c) Master Agreement Marketing Manager - Responsible for marketing this Master Agreement,
as well as creating Participating State websites, and ensuring that all uploaded data and content
is current; and
d) National Service Manager - Responsible for overseeing the Regional Service Managers, Field
Service Technicians, training, and inside Service operations. This position works with the Lead
State Contract Administrator to ensure contractual obligations are met, while providing
leadership for the Contractor's operations, as well as strategic planning of the Service
department.
4.12.2. Contractor shall provide a single point of contact for each Participating State, who will handle any
questions regarding the Products provided, as well as pricing, delivery, billing, status of Orders,
customer complaints and escalated issues.
4.123. Contractor shall provide full Service and support for Products during Normal Business Hours.
4.12.4. Contractor shall have a designated customer service team who will be available by phone (via local
or toll free number), fax, or email during Normal Business Hours.
4.12.5. Customer service representatives shall have online access to account information and will respond
to inquiries concerning the status of Orders (shipped or pending), delivery, back -orders, pricing,
Product availability, Product information, and account and billing questions.
5. ADMINISTRATION OF ORDERS
5.1. Ordering and Invoicing Specifications
5.1.1. Master Agreement Order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
5.1.2. Contractor shall accept procurement credit cards as a form of payment from Purchasing Entity,
with no additional charge or fee assessed.
5.1.3. Contractor shall provide a centralized billing option, upon request, and at the discretion of a
Participating State or Entity.
5.1.4. Authorized Dealers may invoice the Purchasing Entity directly, unless otherwise specified in a
Participating Addendum.
5.1.5. 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.
5.1.6. Contractor may bill property tax separately or as otherwise indicated in a Participating Addendum
or an Order.
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5.1.7. Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to
submit the required information within the specified time -frame.
5.1.8. This Master Agreement permits Purchasing Entities to define project -specific requirements and
informally compete the requirement among other contractors having a NASPO ValuePoint Master
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 Purchasing Entity rules and
policies. The Purchasing Entity may, in its sole discretion, determine which Master Agreement
Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it
considers most advantageous, cost and other factors considered.
5.1.9. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and
documentation. Contractor is expected to become familiar with the Purchasing Entities' rules,
policies, and procedures regarding the ordering of Products, and/or Services contemplated by this
Master Agreement.
5.1.10. Contractor shall not begin work without a valid purchase order or other appropriate commitment
document compliant with the law of the Purchasing Entity.
5.1.11. Orders must be placed consistent with the terms of this Master Agreement, and only during the
term of this Master Agreement.
5.1.12. All Orders pursuant to this Master Agreement, at a minimum, shall include:
a) Name of Purchasing Entity;
b) The name, phone number, and address of the Purchasing Entity representative;
c) Order date;
d) Description of the Product and/or Service ordered;
e) Model number;
f) Serial number;
g) Price;
h) This Master Agreement number; and
i) Any additional information required by the Participating Entity.
5.1.13. All software Orders must reference the Manufacturer's most recent release or version of the
Product, unless the Purchasing Entity specifically requests a different version.
5.1.14. All communications concerning administration of Orders placed shall be furnished solely to the
authorized individual within the Purchasing Entity's location, or to such other individual identified
in writing in the Order.
5.1.15. Contractor shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per
§4.10.3.
5.1.16. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but
may have a delivery date or performance period up to 120 days past the then -current termination
date of this Master Agreement. Contractor is reminded that 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.
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5.1.17. Internet -based Portal and Electronic Catalogs. If Contractor provides the ability to place an
Order through an intemet-based portal or electronic catalog, then Contractor shall maintain all
necessary hardware, software, backup -capacity and network connections required to operate that
intemet-based portal or electronic catalog. In addition, Contractor shall adhere to the following
requirements:
a) The internet-based portal or electronic catalog shall clearly designate that the Products are part
of this NASPO ValuePoint Master Agreement, and shall link to the Participating State or
Entity's designated web location;
b) All Environmentally Preferable Products (EPP) shall be clearly listed;
c) If the Contractor's electronic catalog will either be hosted on or accessed through the
Participating State's eCommerce system, then Contractor 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;
d) All information made available through the Participating State or Entity's eCommerce system
is accurate and complies with this Master Agreement and the Participating Addendum; and
e) Paper catalogs or catalogs on other digital media must be supplied to the Participating State or
Entity upon request.
5.1.18. Substitutions are not allowed. 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
request to substitute shall explain how the substituted Product compares with the out -of -stock item.
Any substitute Product offered must be on this Master Agreement Price List.
5.1.19. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to
perform in accordance with the terms of any Orders then outstanding at the time of such expiration
or termination. Contractor shall not honor any Orders placed after the expiration or termination of
this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate
indefinite quantity, task orders, or other form of indefinite delivery Order arrangement priced
against this Master Agreement, may not be placed after the expiration or termination of this Master
Agreement, notwithstanding the term of any such indefinite delivery Order agreement.
5.1.20. Contractor's process for resolving disputed invoices, issuing refunds and/or credit, and addressing
over -payments as well as Product returns is as follows:
a) Purchasing Entity shall contact the Contractor via email or the 800 customer service number
provided on the invoice;
b) If the Customer Service team is not able to resolve the issue, then the call will be escalated to
the appropriate Contractor representative;
c) In the event of over -payment or if a credit has been issued for a Product return, Contractor shall
apply the over -payment as a credit towards any open invoices. If there are no open invoices,
then Contractor shall issue a refund to the Purchasing Entity.
In all instances of dispute resolution, the Purchasing Entity may contact the Participating State
Contract Administrator, or the Lead State for assistance is resolving the dispute.
5.2. Payment
Payment for completion of a Contract Order is normally 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 forty-five (45)
days, the Contractor may assess overdue account charges up to a maximum rate of one (1) percent per
month on the outstanding balance.
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6. GENERAL PROVISIONS
6.1. Insurance
6.1.1. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this
Master Agreement, maintain in full force and effect, the insurance described in this section.
Contractor shall acquire such insurance from an insurance 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 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.
6.1.2. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as
indicated below, with no deductible for each of the following categories:
a) Commercial General Liability covering premises operations, Products and completed
operations, blanket contractual liability, 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 any one fire.
If any aggregate limit is reduced below $2,000,000 because of claims made or paid, the
Contractor shall immediately obtain additional insurance to restore the full aggregate limit and
furnish to the Participating Entity, a certificate or other document satisfactory to the
Participating Entity, showing compliance with this provision.
b) 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 information, and identity theft) with minimum limits of not less than $2,000,000.
c) Contractor must comply with any applicable State Workers Compensation or Employers
Liability Insurance requirements.
d) Automobile Liability covering any auto (including owned, hired and non -owned), with a
minimum limit of $1,000,000 each accident combined single limit.
6.1.3. Contractor shall pay premiums on all insurance policies. Contractor may suffice the above limits
through a combination of primary and excess liability policies.
6.1.4. Prior to commencement of performance, Contractor shall provide to the Lead State a written
endorsement to the Contractor's general liability insurance policy or other documentary evidence
acceptable to the Lead State that:
a) Names the Participating States identified in the Request for Proposal as additional insured's,
and;
b) 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 Participating Entity's rights and Contractor's obligations
are the same as those specified in the first sentence of this subsection. Before performance of
any Purchase Order issued after execution of a Participating Addendum authorizing it, the
Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same
information described in this subsection.
6.1.5. Contractor shall furnish to the Lead State, Participating Entity, 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 Purchase
Order's effective date and prior to performing 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
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number, limits of liability, exclusions and endorsements). Copies of renewal certificates of all
required insurance shall be furnished within thirty (30) days after any renewal date. These
certificates of insurance must expressly indicate compliance with each and every insurance
requirement specified in this section. Failure to provide evidence of coverage may, at sole option of
the Lead State, or any Participating Entity, result in this Master Agreement's termination or the
termination of any Participating Addendum.
6.1.6. Coverage and limits shall not limit Contractor's liability and obligations under this Master
Agreement, any Participating Addendum, or any Order.
6.2. Records Administration and Audit
6.2.1. The Contractor shall maintain books, records, documents, and other evidence pertaining to this
Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such
detail as shall adequately reflect performance and administration of payments and fees. Contractor
shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government
(including its grant awarding entities and the U.S. Comptroller General), and any other duly
authorized agent of a governmental agency, to audit, inspect, examine, 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, and transcriptions. This right shall survive for a period of five (5) years following
termination of this Agreement or final payment for any Order placed by a Purchasing Entity against
this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate
performance hereunder.
6.2.2. Without limiting any other remedy available to any governmental entity, the Contractor shall
reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any
overpayments inconsistent with the terms of this Master Agreement or Orders, or underpayment of
fees found as a result of the examination of the Contractor's records.
6.2.3. The rights and obligations herein right exist in addition to any quality assurance obligation in this
Master Agreement requiring the Contractor to self -audit Contract obligations and that permits the
Lead State to review compliance with those obligations.
6.3. Confidentiality, Non -Disclosure, and Injunctive Relief
63.1. Confidentiality. Contractor acknowledges that it and its employees or Authorized Dealers may, in
the course of providing a Product under this Master Agreement, be exposed to or acquire
information that is confidential to Purchasing Entity's or Purchasing Entity's clients. Any and all
information of any form that is marked as confidential or would by its nature be deemed
confidential obtained by Contractor or its employees or Authorized Dealers in the performance of
this Master Agreement, including, but not necessarily limited to:
a) Any Purchasing Entity's records;
b) Personnel records;
c) Information concerning individuals is Confidential Information of Purchasing Entity. Any
reports or other documents or items (including software) that result from the use of the
Confidential Information by Contractor shall be treated in the same manner as the Confidential
Information. Confidential Information does not include information that:
i) Is or becomes (other than by disclosure by Contractor) publicly known;
ii) Is furnished by Purchasing Entity to others without restrictions similar to those imposed
by this Master Agreement;
iii) Is rightfully in Contractor's possession without the obligation of nondisclosure prior to the
time of its disclosure under this Master Agreement;
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iv) Is obtained from a source other than Purchasing Entity without the obligation of
confidentiality;
v) Is disclosed with the written consent of Purchasing Entity; or
vi) Is independently developed by employees, Dealers or Subcontractors of Contractor who
can be shown to have had no access to the Confidential Information.
6.3.2. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the
industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market,
transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use
Confidential Information for any purposes whatsoever other than what is necessary to the
performance of Orders placed under this Master Agreement. Contractor shall advise each of its
employees and Authorized Dealers of their obligations to keep Confidential Information
confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in
identifying and preventing any unauthorized use or disclosure of any Confidential Information.
Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity,
applicable Participating Entity, and the Lead 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 Contractor shall at its expense cooperate with
Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or
Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at
any time during or after the term of this Master Agreement disclose, directly or indirectly, any
Confidential Information to any person, except in accordance with this Master Agreement, and that
upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn
over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that
embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy
of such Confidential Information necessary for quality assurance, audits and evidence of the
performance of this Master Agreement.
6.3.3. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any
Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately
compensable in 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
remedies that may be available. Contractor acknowledges and agrees that the covenants contained
herein are necessary for the protection of the legitimate business interests of Purchasing Entity and
are reasonable in scope and content.
6.3.4. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in
conflict with the applicable public disclosure laws of any Purchasing Entity.
6.3.5. The rights granted to Purchasing Entities, and the Contractor obligations under this section shall
also extend to the cooperative's Confidential Information, defined to include Participating
Addenda, as well as 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 the Lead State, a Participating State, or any governmental
entity exercising an audit, inspection, or examination pursuant to §6.2, Records Administration
and Audit. To the extent permitted by law, Contractor shall notify the Lead State of any entity
seeking access to the Confidential Information described in this subsection.
6.4. License of Pre -Existing Intellectual Property
Contractor grants to the Purchasing Entity a non-exclusive, perpetual, irrevocable, unlimited license to use,
modify, or dispose of the Intellectual Property and its derivatives, used or delivered under this Master
Agreement, but not created under it ("Pre-existing Intellectual Property"). The license shall be subject to
any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense,
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on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-existing Intellectual
Property.
6.5. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing
Entity's public information laws.
6.6. Assignment/Subcontracts
6.6.1. 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.
6.6.2. The Lead State reserves the right to assign any rights or duties, including written assignment of
Contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing
business as NASPO ValuePoint.
6.7. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor's Key Personnel, in writing within
ten (10) calendar days of the change. The Lead State reserves the right to approve changes in key
personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key
personnel having substantially equal or better education, training, and experience as was possessed by the
key person proposed in the Contractor's proposal.
6.8. Independent Contractor
6.8.1. Contractor shall perform duties as an Independent Contractor, and not as an employee. Neither the
Contractor nor any employee or Authorized Dealer of the Contractor, shall be or deemed to be an
employee of the Lead State, NASPO ValuePoint, and/or any Participating State or Entity.
6.8.2. Contractor acknowledges that its employees are not entitled to unemployment insurance benefits
unless the Contractor or a Third Party provides such coverage, and that the Lead State, NASPO
ValuePoint and any Participating State or Entity does not pay for or otherwise provide such
coverage.
6.8.3. Contractor shall have no authority to bind the Lead State, NASPO ValuePoint and any
Participating State or Entity to any agreements, liability, or understanding except as may be
expressly set forth in this Master Agreement, Participating Addendum or an Order.
6.9. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot,
acts of God and/or war which is beyond that parry's reasonable control. The Lead State may terminate this
Master Agreement after determining such delay or default will reasonably prevent successful performance
of this Master Agreement.
6.10. Defaults and Remedies
6.10.1. The occurrence of any of the following events shall be an event of default under this Master
Agreement:
a) Nonperformance of contractual requirements; or
b) A material breach of any term or condition of this Master Agreement; or
c) Any certification, representation or warranty by Contractor in this Master Agreement that
proves to be untrue or materially misleading; or
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d) hnstitution of proceedings under any banlauptcy, 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
e) Any default specified in another section of this Master Agreement.
6.10.2. Upon the occurrence of an event of default, Lead State shall issue a written notice of default,
identifying the nature of the default, and providing a period of thirty (30) calendar days in which
Contractor shall have an opportunity to cure the default. The Lead State shall not be required to
provide advance 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 immediate public crisis.
6.10.3. 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 of its obligations under this
Master Agreement and Lead State shall have the right to exercise any or all of the following
remedies:
a) Exercise any remedy provided bylaw;
b) Terminate this Master Agreement and any related Contracts or portions thereof,
c) Impose liquidated damages as provided in this Master Agreement;
d) Suspend Contractor from being able to respond to future Solicitations;
e) Suspend Contractor's performance; and
I) Withhold payment until the default is remedied.
6.10.4. Unless otherwise specified in the Participating Addendum, in the event of a default under a
Participating Addendum, a Participating Entity shall provide a written notice of default as
described in this section and have all of the rights and remedies under this paragraph regarding its
participation in this Master Agreement, in addition to those set forth in its Participating Addendum.
6.10.5. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default
as described in this section and have all of the rights and remedies under this paragraph and any
applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.
Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and
remedies available to a Purchasing Entity under the applicable commercial code.
6.11. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any
rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum.
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 remedy under this Master Agreement or
Participating Addendum, or by Purchasing Entity with respect to any Order, or breach of any terms or
requirements of this Master Agreement, a Participating Addendum, or Order shall not be construed or
operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or
requirement under this Master Agreement, Participating Addendum, or an Order.
6.12. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Contract) by
any governmental 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,
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attach a written explanation for review by the Lead State.
6.13. Indemnification
6.13.1. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative
Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State,
Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as
well as any person or entity for which they may be liable, from and against claims, damages or
causes of action including reasonable attorneys' fees and related costs for any death, injury, or
damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or
Subcontractors or volunteers, at any tier, relating to the performance under this Master Agreement.
6.13.2. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO
ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers,
agents, and employees as well as any person or entity for which they may be liable ("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 ("Intellectual Property Claim").
6.13.3. The Contractor's obligations under this section shall not extend to any combination of the Product
with any other Product, system or method, unless the Product, system or method is:
a) Provided by the Contractor or the Contractor's subsidiaries or affiliates;
b) Specified by the Contractor to work with the Product;
c) Reasonably required, in order to use the Product in its intended manner, and the infringement
could not have been avoided by substituting another reasonably available Product, system or
method capable of performing the same function; or
d) It would be reasonably expected to use the Product in combination with such Product, system
or method.
6.13.4. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of
an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the
Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it
was prejudiced 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 it. However,
the Indemnified Party must consent in writing for any money damages or obligations for which it
may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and
expense, information and assistance necessary for such defense. If the Contractor fails to
vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified
Party may assume the defense or settlement of it 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. Unless otherwise agreed in writing, this section is
not subject to any limitations of liability in this Master Agreement or in any other document
executed in conjunction with this Master Agreement.
6.14. No Waiver of Sovereign Immunity
6.14.1. In no event shall this Master Agreement, any Participating Addendum or any Contract or any
Purchase Order issued thereunder, or any act of a 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 to the Constitution of the United States or
otherwise, from any claim or from the jurisdiction of any court.
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6.14.2. This section applies to a claim brought against the Participating State only to the extent Congress
has appropriately abrogated the Participating State's sovereign immunity and is not consent by the
Participating State to be sued in federal court. This section is also not a waiver by the Participating
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.
6.15. Governing Law and Venue
6.15.1. The construction and effect of this Master Agreement shall be governed by the laws of the Lead
State. Venue for any administrative or judicial action relating to this Master Agreement shall be in
the City and County of Denver, Colorado.
6.15.2. 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.
6.15.3. If a claim is brought in a federal forum, then it must be brought 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.
6.16. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity 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 violation 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 connection with any Goods or Services provided to the
Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or
Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation
on such claim for relief or cause of action.
6.17. 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 funds may have additional
contractual requirements or certifications that must be satisfied 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.
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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
Sharp Electronics Corporation
By: Mike Marusic
Title: President and EO
By: -
*Signature
Date:0�l9
STATE OF COLORADO
Jared S. Polls, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
ara Veitch, Executive Director
By:
John Chapman, Sifitte 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
ao ert Jaros, CPA MBA, JD
By:
Date: T Z-L In
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EXHIBIT A, PRICE LISTS
Group A Price List (posted as separate file)
Group B Price List (posted as separate file)
Group C Price List (posted as separate file)
Group D Price List (posted as separate file)
Group F Price List (posted as separate file)
Supplies Price List (posted as separate file)
Software Price List (posted as separate file)
MPS Price List (posted as separate file)
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PO ViePoy truster Agreement Terms and ConeiUms, CMS # 140603
EXHIBIT B, SAMPLE D&A CERTIFICATE
NASPO VALUEPOINT MASTER AGREEMENT NO. 140603
AND THE STATE OF Insert Name of Participating State PARTICIPATING
ADDENDUM NO.
WITH Sharp Electronics Corporation
To: Insert Name of Contractor or Authorized Dealer
Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity
hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and
installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems
necessary has been performed by Purchasing Entity 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:
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EXHIBIT C, AUTHORIZED DEALERS BY STATE
Sharp Dealer List (posted as separate file)
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EXHIBIT D, AUTHORIZED DEALER FORM
Manufacturer Name:
(Check one)
❑ The Dealer listed below is authorized to provide Products and Services in accordance with the
NASPO ValuePoint Copiers and Managed Print Services Master Agreement.
❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint
Copiers and Managed Print Services Master Agreement for the following reason:
State(s) Serviced by
Dealer:
Dealer Name:
Address:
Phone (include Toll -Free, if
available):
Contact Person(s):
Email Address:
FEIN:
Signed:
(Contractor Representative)
Date:
Signed: Date:
(Authorized Dealer Representative)
(Print First and Last Name of Authorized Dealer Representative)
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EXHIBIT E, NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE
IV
NASPO ValuePoint
Detailed Sales Repo
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ATTACHMENT A, SHARP MASTER LEASE AGREEMENT
SHARP.
Master Lease Number:
Customer's Federal Tax ID#:
Customer Name (exact registered
name if a corporation, LLC or LP):
Customer's Address (principal place of business):
Customer's d/b/a (if any):
Customers Main Business Phone Number:
In this Master Lease Agreement, as it may be amended from time to time (the "Master Agreement"). the words "You" and "Your" mean the Customer
named above. "We," "Us" and "Our" mean Sharp Leasing USA Corporation ("SLUSA"). "Schedule" means a document, in the torte attached hereto
as Exhibit A or such other form as We may accept in Our sole discretion, to be entered Into between You and Us for each individual transactlon entered
Into between You and Us pursuant to this Master Agreement. "Sharp" means Sharp Electronics Corporation (either directly or through one of its branch
dealers), the supplier of the Equipment to You This Master Agreernw4 each Schedule and the other documents executed or delivered by Us In
connection herewith and therewith represent the Rna/ and only agreement between You and Us regarding the subject matter herein and therein
and shall supersede any other oral or written agreements between You and Us. This Master Agreement can be changed only by a written
agreement between You and Us. Other agreements not stated herein (Including, without limitation, those contained In any purchase agreement
or other agreement between You and Sharp) are not binding on Us. This Master Agreement and each Schedule may be executed in counterparts, each
of which shall be deemed an original. but all of which together shagconstitute the same document You acknowledge that You have received a copy of this
Master Agreement and agree that a facsimile or other copy contain, ng Your faxed or copied signature shall be as erdomeab a as the original executed
Master Agreement. You hereby represent that this Master Agreements legally binding and enforceable against You in accordance with Its terms
1. LEASE OF EQUIPMENT -GENERA Each Schedule executed by You (and to be executed by You in the future) represents your agreement to lease
from Us the personal property listed therein (together with all existing and future accessories. atlachmeris, replacements, additions and embedded software,
the "Equipment"), upon the tens stated in such Schedule and this Master Agreement. the terms and conditions or which are incorporated by refemnce
Into the Schedule (collectvely a "Lease"). Each Schedule, including the teens and conditions Incorporated therein by reference, shall be considered a
separateand ndependent Lease. If the Equipment includes any software, You agme that(i)We don't own the software,(it) You are responsible forenledng
Into any necessary softwom license agreements with the owners or licensors of such software. (iii) You shall comply with the teens of all such agreements.
if any, and (•v) any default by You under any such agreements shall also constitute a default by You under this Master Agreement and the related Schedule.
The initial term of each Lease wil I begin or. a date designated by Us after We accept it (the "Commencement Date") and will continue for the number of
months shown on such Schedule ("Initial Tom"). You promise to pay to Us the periodic payments shown on each Schedule in accordance with the
payment schedule set forth themin, plus a I other amounts staled hemin and therein Each Schedule is binding on You as of the date You sign it. After You
sign a Schedule. We may (i) insert the Schedule or ccntmct number thereon and any other information missing in such Schedule. (ii) lease payment may
be adjusted downward if the actual cost of the equipment 13 less than the original estimate provided to the Lessee
2. NON -CANCELABLE TERM: AUTOMATIC RENEWAL. As used herein, "Present Term" means the term presently in effect at any time with respect
to a Lease. whether d s the In.lal Tenn or a Renewal Term (as defined below). With respect to each Lease, You shall notify Us In writing at least 30
days before the end of the Present Term (the "Notice Period") that You Intend to return the Equipment at the end of such Present Term or enter
Into a Renewal Term, per the terms and conditions outlined In the Master Agreement Should you choose to renew the Lease, then) the payment
amount and other terms of such Lease will continue to apply. If You do notify Us In writing within the Noli_e Period that You Intend to return the Equipment
at the end of the Present Term, then. promptly upon the expiration of such Present Tem. You she I return the Equipment pursuant to Section 13 belcw.
Each Lease is non -cancelable during the Initial Term and any Renewal Term.
3. UNCONDITIONAL OBLIGATIONS. With respect to each Lease, You agree than (a) We are a separate and Independent company from Sharp,
the manufacturer and any other vendor (collectively, "Vendors"), and the Vendors are NOT Our agents; (b) no statement, representation or
warranty by any Vendor Is binding on Us, and no Vendor has authority to waive or altar any term of this Master Agreement or any Schedule; (c)
You, not We, selected all Equipment and the Vendors based on Your own judgment; (d) Your duty to perform Your obligations under this Master
Agreement and each Schedule Is unconditional and Irrevocable despite any failure of any Equipment, the existence of any law restricting the
use of any Equipment or any other adverse condition; (a) if You am a party to any maintenance, service, supplies or other contract with any
Vendor, We are NOT a party thereto, such contract Is NOT pan of this Master Agreement or any Schedule (even though We may, as a convenience
to You and a Vendor, bill and collect monies owed by You to such Vendor), We have no obligations to You under such contract, and no breach
by any Vendor will excuse You from performing Your obligations to Us under this Master Agreement or any Schedule; and In If the Equipment
Is unsatisfactory or if any Vendor falls to provide any service or fulfill any other obligation to You, You shall not make any claim against Us and
shall continue to perform all of Your obligations to Us.
THE TERMS OF THIS MASTERAGREEMENTARE CONTINUED ON THE REVERSE SIDE/NEXT PAGE. DO NOT SIGN THIS
CONTRACT BEFORE YOU READ AND UNDERSTAND?. PLEASE SEEK LEGAL COUNSEL BEFORE SIGNING IF YOU HAVE QUESTIONS.
Customer. Accepted by Sharp Leasing USA Corp.. Mahwah, New Jersey
By X Date: _I _/_ By
Print name Acceptance Date: I _ / _ (to be filled in by
Title: SharpLeasi USA Co
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4. PAYMENTS. The payments due pursuant to each Schedule, plus applicable taxes and other charges provided for herein and in the Schedule, shall be
due and payable by the due date set forth in Our invoke to You. The payments due under a Schedule may include additional copy charges at the'Overage
Copy Charge rate specified In the Schedule for copies in excess of the Monthly Copy Allowance provided in the Schedule. You agree to (a) provide Us or
Sharp by telephone or facsimile with the actual meter readings whenever You are requested to do so, (b) allow Us or Sharp to attach an automatic meter
reading device to the Equipment, which meter reading device You will not remove or after without approval from Us or Sharp, and/or (c) give Us or Sharp
access to the Equipment to obtain meter readings or audit the meter reading device If We or Sharp request You to provide meter readings and You fail to
do so within 7 days of the dale of such request then (1) the number of copies used by You may be estimated by Us or Sharp and We Wit Invoke You
accordingly, and (0) We Wit adjust the estimated charge for excess copies upon receipt of actual meter readings. Restrictive endorsements an checks Wit
not be binding on Us All payments received WII be applied to past due amounts and to the current amount due in such order as We determine. Any
security deposit or estimated future Governmental Charge (as defined in Section 10 below) that You pay with respect to a Lease is non -interest bearing,
may be commingled Wlh Our funds, may be applied by Us at any time to past -due amounts, and the unused portion Wit be returned to You within 90 days
after the end of this Lease If We do not receive a payment within forty-five (45) days of the due date, You shall pay (1) a fee equal to 1 % per month of the
outstanding balance If any check is dishonored, You shall pay Us a fae of $20.00, Promptly lot owing Our request from time to time, You shall famish Us
with current financial statements
S. INDEMNIRCATION. With respect to each separate Lane, You agree to Indemnify and defend Us against and hold Us harmless for, any and
all claims (Including but not limited to claims for personal Injury and death), actions, damages, Ilabilltles, losses and costs (including but not
limited to reasonable attorneys' fees) made against Us, or suffered or incurred by Us, arising directly or Indirectly out of, or otherwise relating
to, the delivery, Installation, possession, ownership, use, loss of use, defect In or malfunction of any Equipment. This obligation shall survive
the termination of this Master Agreement and each Schedule.
6. NO WARRANTIES. WE ARE LEASING ALL EQUIPMENT TO YOU "AS IS". We have not made and we hereby disclaim any and all warranties,
express or Implied, arising by applicable law or otherwise, Including without limitation, the Implied warranties of merchantability and fitness for
a particular purpose. We hereby transfer to You, without recourse to Us, all automatically transferable warranties, 6 any, made to Us by the Vendors)
of the Equipment You agree that each Lease is a'finance lease under the Uniform Commercial Code (the "UCC") unless otherwise expressly stated in
the related Schedule or as provided by law. To the extent permitted by law, You hereby waive any and all rights and remedies conferred upon You under
UCC Sections 2A-303 and 2A-508 through 522. You may be entitled under Article 2A of the UCC to the promises and warranties (if any) provided to Us by
some or all of the Vendors) In connection with or as part of the contracts (d any) by which We acquire Equipment from such Vendors). You may contact
such Vendors) for an accurate and complete statement of those promises and warranties (if any), including any disclaimers and limitations of them or of
remedies. If it is determined that any Lease Is a lease Intended as security and/or the related Schedule grants to You a $1.00 purchase option, then You
hereby grant to Us a security Interest In the related Equipment and all proceeds thereof You authorize Us to record UCC financing statements to
protect Our Interests n the Equ pment
7. DELIVERY, LOCATION. OWNERSHIP, USE, MAINTENANCE OFEQUIPMENT. Sharp Wit install (and, with Our prior consent, remove) the Equipment
In accordance Wlh Sharp's service policies You are responsible for all Equipment maintenance You shall not remove any Equipment from the Equipment
location specified in the related Schedule un ass You first gel Our perm ss on. You shall give Us access to each Equipment location so that We may Inspect
the Equipment, and You agree to pay Our costs in connection therewith, and as outlined in the Master Agreement, Whether performed prior to or after the
Commencement Date of the related Lease. Unless otherwise stated In the related Schedu a or as provided by law, We will own and have title to all
Equipment (excluding any software) during each Lease. You agree that all Equ pmenl is and shall remain personal property. Without Our prior written
consent, You Wit not permit It to become (i) attached to real property or (I.) subject to any liens or encumbrances. You represent that all Equipment will
be used solely for commercial purposes and not for personal, family or household purposes. You shall use all Equipment in accordance with all
laws, operation manuals, any service contracts and Insurance requirements, and shall not make any permanent afteretions to it. At Your cost, You shall
keep all Equipment In good working order and warrantable condition, ordinary wear and tear excepted ("Good Condition").
8. LOSS, DAMAGE, INSURANCE. With respect to each Lease, You she 1, at all limes during the Initial Term and any Renewal Term, (1) bear the risk of
loss and damage to the Equipment and shal . continue performing all Your obligations to Us even 0 it becomes damaged or suffers a lass, (li) keep the
Equipment Insured against all risks of damage and loss ("Property Insurance") In an amount equal to its replacement cost Wlh Us named as sole 'low
payee; and (III) carry public Lability Insurance covering bodily Injury and property damage ("Liability Insurance") in an amount acceptable to Us, Wth Us
named as "additional Insured' You have the choice of satisfying these Insurance requirements by providing Us with satisfactory evidence of Property and
Liability Insurance ("Insurance Proof"). within 30 days of the Commencement Date of such Lease. Such Insurance Proof must provide for at least 30 days
priorwritten notice to Us before d may be canceled or terminated and must contain othertemhs satisfactory to Us. If you do not provide Us with Insurance
Proof within 30 days of the Commencement Date of any Lease, or If such Insurance terminates for any reason, then (a) You agree that We have
the right but not the obligation, to obtain such Property Insurance and/or Liability Insurance In such forms and amounts from an Insurer of Our
choosing In order to protect Our Interests ("Other Insurance"), and (b) You agree that We may charge you a periodic charge for such Other
Insurance. This periodic charge W I nc!ude reimbursement for premiums advanced by Us to purchase Other Insurance, billing and tracking fees, charges
for Our processing and related fees associated with the Other Insurance. and a finance charge of up to 18% per annum (or the maximum rate allowed by
law, 9less) on any advances We make for prom ums. (collectively, the "Insurance Charge"). We and/or one or more of our affiliates and/or agents may
receive a portion of the Insurance Charge, which may Include a profit. We are not obligated to obtain, and may cancel, Other Insurance at any time
without notice to You Any Other Insurance need not name You as an Insured or protect Your Interests. The Insurance Charge may be higher than the
amount You would pay if You obtained Property and Llabi:ity Insurance on Your own.
9. ASSIGNMENT. You shall not sell, transfer, assign or otherwise encumber (collectively, "Transfer") this Master Agreement or any Schedule,
or Transfer or sublease any Equipment In whole or In part We may, upon prior written notice to You, Transfer Our interests in any Equipment and/or
this Master Agreement or any Schedu'e. In whole or .n part, to a third party ("New Owner"), and 9 so, the New Owner will, to the extent of the Transfer,
have all of Our rights and benefits but will not have to perform Our obligations (If any). You agree not to assert against the New Owner any claim or defense
You may have against Us or any predecessor in interest.
10. _TAXES AND OTHER FEES. You are responsible for a taxes (including, without limitation, sales and personal property taxes, and excluding only taxes
based on Our Income), levies, assessments. license and registration fees and othergovemmental charges relating to this MaslerAgmement each Schedule
and/or the related Equipment (collectively "Governmental Charges"). You agree to promptly pay Us, on demand, estimated future Governmental Charges
You authorize Us to pay any Governmental Charges as they become due, and You agree to reimburse Us promptly upon demand for the full amount (less
any estimated amounts previously paid by Yoj). You agree to pay Us a fee for preparing and filing personal property tax returns, and You agree not to file
any personal property tax relums. You also agree to pay Us upon demand (1) for all costs of fi::ng, amending and releasing UCC financing statements, and
(11) a processing fee of $75.00 (or as otherwise agreed) per Lease to cover Our investigal'on and other administrative costs in originating such transaction
You also agree to pay Us a fee, h accordance With Our current fee schedule, which may change from time to time, for additional services We may provide
to You al Your request You agree that the fees sat forth in this Master Agreement may Include a profit.
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It. SAVINGS CLAUSE ff any amount charged or collected under this Master Agreement or any Lease is greater than the amount allowed by law,
including, without limitation, any amount that exceeds applicable usury limits (an "Excess Amount"), then (1) any Excess Amount charged but not yet paid
will be waived by Us and (it) any Excess Amount collected will be refunded to You or applied to any other amount then due hereunder.
12. DEFAULT. With respect to each Lease, You will be in default y You (1) fall to pay any amount due within 15 days of the due date, (2) breach or attempt
to breach any other tans, representation or covenant set forth herein, the related Schedule or In any other agreement between You and Us, (3) die (if You
are an Individual), go out of business or commence dissolution proceedings, (4) become Insolvent, admit Your Inability to pay Your debts, make an
assignment for the benefit of Your creditors (or enter Into a similar arrangement), file (or there is filed against You) a bankruptcy, reorganization or similar
proceeding or a proceeding for the appointment of a receiver, trustee or liquidator, or (5) suffer an adverse change in Your financial condition and, as a
result thereof or for any other reason, We deem Ourselves Insecure. If You default, We may do any or all of the following with respect to any one or more
Schedules: (A) cancel the related Lease, (B) require You to return the Equipment pursuant to Section 13 below, (C) take possession of and/or render the
Equipment (Including any software) unusable, and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or without
prior notice or other process of law, (D) require You to pay to Us, on demand, an amount equal to the sum of (I) all payments and other amounts then due
and past due, (II) all remaining payments for the remainder of the then Present Term thereof discounted at a rate of 6% per annum, (iii) the residual
value of the Equipment estimated by Us at the Inception of the Lease (as shown in Our books and records), discounted at a rate of 6% per annum, (iv)
Time -Value Interest on the amounts specified In clauses 'i','it* and 'if' above from the date of demand to the date paid, and (v) all other amounts that may
thereafter become due hereunder to the extent that We will be obligated to collect and pay such amounts to a third party (such amounts specified in sub.
clauses T through'v' referred to below as the "Balance Due"), and/or (E) exercise any other remedy available to Us under law. You also agree to reimburse
Us on demand for all reasonable expenses of enforcement (including, without limitation, reasonable attomeys' fees and other legal costs) and reasonable
expenses of repossessing, holding, preparing for disposition, and disposition ("Remarketing") of Equipment, plus Time -Value Interest on the foregoing
amounts from the date of demand to the date paid. In the event We are successful in Remarketing the Equipment. We shall give You a credit against the
Balance Due in an amount equal to the present value of the proceeds received and to be recelved from Remarketing minus the above -mentioned costs (the
"Net Proceeds"). If the Net Proceeds are less than the Balance Due, You shall be liable for such deficiency. Any delay or failure to enforce Our
rights under a Lease shall not constitute a waiver thereof. If We are holding any money belonging to You at any time during a Lease, You agree We may
retain and u0lire such money to cure any default by You under any Lease.
13. RETURN OF EQUIPMENT. If You are required to return any Equipment pursuant to the terms hereof, You shall, at Our expense, promptly send the
Equipment to a location(s) designated by Us. The Equipment must be received in Good Condition (as defined In Section 7). If the Equipment is not received
within 30 days of the date of demand, You agree to continue paying the scheduled payments and all other amounts due pursuant to the related Schedule
until it is received by Us.
14. APPLICABLE LAW., VENUE., JURISDICTION. Each Lease shall be deemed to be performed in Bergen County, New Jersey (Our principal place of
business and where We will administer Your account). This Lease shall be governed by the laws of the State of New Jersey, but without regard to
New Jersey's cholcewf-law laws. All legal actions relating to this Lease shall be filed and adjudicated exclusively In a state or federal court
located In Bergen County, New Jersey. You hereby agree not to object to such venue, and You consent to personal jurisdiction In such courts.
You and We hereby waive Your and Our respective rights to a trial by jury in any legal action. Each provision hereof shall be Interpreted to the
maximum extent possible to be enforceable under applicable law. If any provision is construed to be unenforceable, such provision shall be Ineffective only
to the extent of such unenforceability, without Invalidating the remainder hereof.
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ATTACHMENT B, SHARP SERVICE MAINTENANCE AGREEMENT
SHARP,
SHARP NATIONAL ACCOUNT PROGRAM
SNAP FULL SERVICE MAINTENANCE AGREEMENT
Sharp Electronics Corporation ("Sharp") agrees with the undersigned customer ("Customer") to provide
maintenance service for the Sharp brand equipment and accessories described on the attached Schedule(s)
("Equipment") subject to the terms and conditions set forth on the reverse side hereof.
CUSTOMER: SEND INVOICE TO:
CustomerName:
Address: Address:
City: City:_
State: Zip: State: -?JP
Person to Contact: Person to Contact:
Tel.: Tel
Email:
AGREED TO BY
CUSTOMER
BY:
PRINTEDNAME:
TITLE:
DATE:
Email:
SHARP ELECTRONICS CORPORATION
BY:
PRINTEDNAME
TITLE
DATE
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1.MAINTENANCE AGREEMENT
During the term hereof Sharp will arrange for a designated Sharp Authorized Dealer ("Dealer") or Sharp
Business Systems ("SBS") to repair or replace, in accordance with the terms and conditions of this
Agreement, any part of the Equipment that causes the Equipment to not perform in accordance with
published operating specifications under operating conditions of normal wear and tear.
Equipment eligible for coverage under this Agreement, and added under separate schedules from time to
time, must be currently under warranty or to be renewed under a current Maintenance Agreement with
the Dealer or SBS Equipment that is not under warranty or a renewal of an existing Maintenance
Agreement will be subject to inspection and repair to manufacturer operating specifications prior to
acceptance under this Agreement. Equipment over five (5) years old may be subject to decline for
acceptance under this Agreement or for coverage at additional charge, per the Master Agreement.
Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used; all
parts removed due to replacement will become the property of the Dealer or SBS. Maintenance services
provided by the Dealer or SBS under this Agreement do not include the following:
a) Repairs resulting from accident or misuse by the Customer (including without limitation improper
voltage or the use of supplies that do not conform to the manufacturer's specifications).
b) Repairs made necessary by service performed by person(s) other than the Dealer or SBS.
c) Additional service calls or work that the Customer requests to be performed outside regular business
hours.
d) Relocation, removal, rebuilding or remanufacturing of the equipment
d) Provision or replacement of consumable supplies such as paper, toner, developer or staples (unless
included on the front side of this Agreement).
2.12ERFORMANCE OF MAINTENANCE SERVICES
Maintenance services as described in Paragraph 1 hereof will be provided at the Customer's place of
business where the Equipment is located, indicated on the Schedule attached hereto, Monday through
Friday except holidays during the hours 8:00 AM to 5:00 PM. Preventative maintenance for the Equipment
will be provided as determined by the Dealer or SBS.
Remedial maintenance will be provided after notification by the Customer that the Equipment is
inoperative. The response time for an emergency service call should average four (4) hour response time,
96% of the time. Calls for non -emergency situations and some outlying areas will usually be handled the
next business day.
3. LIMITATIONS
There are no warranties, including the implied warranties of merchantability and fitness for a particular
purpose, not specified herein respecting the parts and maintenance services provided under this
Agreement. Sharp and its Dealer or SBS shall not be liable for non-performance caused by circumstances
beyond its control, including, but not limited to: work stoppages, fire, civil disobedience, riots and acts of
God. In no event will Sharp or its Dealer or SBS be liable for any indirect, special or consequential
damages arising out of this Agreement or services provided under this Agreement.
4.TERM AND TERMINATION
This Agreement will become effective as of the effective date indicated on the face hereof upon
acceptance by Sharp and continue in effect for each unit of Equipment until the expiration of the time or
copy limit indicated on the face hereof.
5. ASSIGNMENT
This Agreement is not assignable. Any attempt to assign or transfer any of the rights, duties or obligations
hereof is void.
6. HEADINGS
The headings and titles of this Agreement are inserted only for convenience and shall not affect the
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interpretation of this Agreement.
7. WAIVER
Any failure by either party to require conformity to all provisions hereof shall not be deemed a waiver of
future conformity to such provisions.
B. GOVERNING LAW
This Agreement shall be governed by, and construed according to, the domestic laws of the state in which
the Equipment is located.
9. ENTIRE AGREEMENT
The foregoing terms and conditions and those contained in the Master Agreement and Participating
Addendum, constitute the entire agreement between Sharp and Customer with respect to its subject. This
Agreement may be amended only by written instrument executed by both parties.
10. NOTICE
Written notice required by this Agreement shall be addressed to the parties at the addresses indicated on
the face hereof or such other addresses as either party shall have previously furnished from time to time
in writing to the other.
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ATTACHMENT C, SHARP SAMPLE MPS STATEMENT OF WORK TEMPLATE
SHARP.
Purpose
The purpose of this "Scope of Work" is to define partnership expectations between Sharp Electronics
Corporation and Customer Name. This document explains aspects of the Managed Print Services
Agreement and the responsibilities of each party.
Technology Provided By SHARP: Remote Fleet Facilities Manager and/or SHARP MICAS Agent
Remote Fleet Facilities Manager is a powerful, easy to use tool designed to remotely collect meter reads,
automate supplies fulfillment, and report service information for managing fleets of printers, copiers, and
multi -function devices. MICAS is a Sharp developed cloud solution used for monitoring and reporting of
Sharp MFPs and other printer equipment.
Process and Requirements
1. Service Agreement of Covered Printers and MFP Devices:
All equipment and only equipment listed on the Schedule A Managed Equipment List is covered under
the Customer Care Maintenance Agreement. The equipment is covered for all service, supplies, parts,
and repairs as stated on the Customer Care Maintenance Agreement, unless specifically excluded.
2. Implementation
Contract implementation is based on customer continuing to maintain function devices with supplies. Sharp
Dealer or Branch location will dispatch a technician to inspect devices and tag with and ID number. Any
devices needing repairs to function as designed, will be excluded from the contract or will require a billable
charge for initial repair. No more than 10% of the fleet toner cartridges should be in a "low toner" alert
status — subject to billable charge for toner needs in excess of standard.
3. Toner Ordering / Stocking
Toner orders can be placed using the following methods:
a. Phone Sharp Business Systems Supply Department at (877) 267-9328
b. Web Portal: http://nc.sharp-sbs.com/Customer-Support
c. Email: SBS-NC-Suopliesd)SharoUSA.com
d. Auto Toner Replenishment (ATR) Remote Fleet or MICAS will be the method(s) of choice for
ATR alerts.
ATR Explained: When toner status reaches 7 days to empty, an alert email is sent to SBS-NC-
Suppliesnc ShamUSA.com and will trigger an order to be placed by the Sharp Customer Care
Center. Toner will be automatically shipped to the customer location on file for this device.
Local Devices (connected directly to PC): ATR will not work for local non -networked devices or
Standalone (non -connected) devices. Option (a.) Phone, (b.) Web Portal, or (c.) email, will be the
only options for local or standalone devices.
4. Service Calls
Sharp service is available Monday thru Friday 8:00 AM to 5:00 PM local time (excluding holidays).
Customer can initiate service calls using any of the methods listed below.
a. Phone:877-267-9328
b. Email: SBS-CAR-Service pnsharpsec.com
c. 132B Web Portal —can be used to place service calls, order supplies, provide meters, and check
status of service calls. Signup process will be provided once account is setup.
Sharp service level response averages less than 4 business hours. First contact may be a help desk call to
initiate diagnosis and resolve remotely if possible, then a technician is dispatched as needed. If device
cannot be repaired during initial on -site service call, customer may request service loaner.
S. Meter Collection Methods
a. Remote Monitoring: Remote Fleet or MICAS will be the method(s) of choice for meter collection.
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b. Customer provided meters: Requires customer to collect and transmit meters to Sharp Dealer or
Branch Customer Care Team for billing. Frequency determined by contract terms (monthly or
quarterly).
c. Sharp Managed Print Team Meter Collection: Customers can elect not to utilize Remote Fleet
and provide meters to our Customer Care Team. In the rare event Sharp dealer or branch does not
receive meters, meters may be estimated or Sharp personnel may be dispatched to collect meters.
The charge for this service is a $50 trip fee per location and $6 per meter.
6. Printer Relocation / Removal / Replacement / Additions
It is important our customers promptly notify us any time a printer is relocated, retired, or otherwise
replaced. This will insure toner supplies and our service personnel are directed to the correct location and
retired devices are removed from contract.
Additions to the contract are made using a service addendum. Sharp reserves the right to approve new
printer additions to the current service contract and define separate cost -per -page rates based on model
selection. This contract can be re -written if both parties agree to revised contract base and/or service rates.
At no time however, will the rates exceed those listed is the Master Agreement.
7. Customizable Reporting
Our goal is to help you manage your print volume and print cost more effectively. At your request or during
our scheduled account reviews, we will provide valuable reporting of volumes by device and offer guidance
for improved efficiency.
8. Recap of / and additional Customer Requirements:
a. Customer will be required to have meter collection software or select another approved meter collection
method.
b. Machines not capable of reporting toner levels will require customer to initiate toner orders for the
ineligible machines and provide meters for billing.
c. A Sharp approved toner stock will be held at the customer site for emergencies.
d. Customer must allow Sharp dealer or branch to audit toner stock kept at customer's location.
e. A shipping location and contact is required for each machine.
f. Customer must notify the Sharp Customer Care Center and report any supplies that were changed
before the end of life notification. The supply must be held for Sharp Dealer of Branch pickup.
g. All Printers of a like model or that use like toner must be on the agreement.
9. Flat Rate or Monthly Base Billing for Local Printers within an MPS Contract:
Remote location printers or other location without sufficient monthly volume to support service agreement
may require a monthly minimum service base.
Acceptance of the Statement of Work
Signature below (or issuance of a purchase order referencing this Statement of Work) indicates the
Customer's acceptance of this Statement of Work as well as the Terms and Conditions.
Account Name:
Signature:
Name (print):
Title:
Date:
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Acceptance of the Completed Work
Signature below indicates the Customer's acceptance of the work as described in this Statement of Work,
that all equipment has been delivered and installed, as well as the Terms and Conditions.
Account Name
Signature
Name (print).
Title.
Date
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ATTACHMENT D, KAYLEIGH EULA
i
Kayleigh_EULA.pt
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