HomeMy WebLinkAboutContracts & Agreements_177-2025SHARD?
MPS STATEMENT OF WORK
Agency/Customer:
City of Redlands
Contractor:
Burtronics Business
Systems
Contact Name:
Eric Owens
Contact Name:
Randolph Hlebasko
Address:
35 Cajon St.
Address:
290 West Orange Show
Rd., #101
Email:
registrationdoit@cityofredIands.org
Email:
info@burtronics.com
Phone:
909-335-4795
Phone:
800-523-0822
Fax:
-
Fax:
-
Contractor
www.burtronics,com
website:
09/16/25-09/15/28
Print Assessment
TBD- See Section 6.
Period of
Option: 09/16/28-
Date:
Performance:
09/15/29
Statement of Work must incorporate the following documents:
NASPO ValuePoint Master Agreement # 188627
Please see Attached
Participating Addendum # 7-24-70-46-07
Please see Attached
Contractors Print Assessment
TBD- See Section 6.
1. Introduction:
This agreement is for the provision of copier, printer and managed printer services between the City of
Redlands, a municipal corporation (Hereinafter "City"), and Burtronics Business Systems (Hereinafter
"Contractor").
2. Scope:
The City hereby engages Contractor to provide copier, printer and managed printer services for City that
will include the following business capability requirements:
A. Multi -Function Devices (MFD)
a. Contractor shall provide equipment to meet the City's business requirements for printing,
copying, scanning, and faxing.
b. Contractor shall provide maintenance and repair support for new installations.
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B. Supplies and Consumables
a. Contractor shall supply all consumables required for image creation including toner cartridges,
developer, waste toner bottles, staples, and maintenance Kits for all new installations and for the
existing fleet of MFDs.
b. Contractor shall have a consumable ordering and management process approved by the City.
c. All supplies must be OEM or City pre -approved compatible cartridges. If the City is not
satisfied with any compatible cartridge performance, the contractor shall replace the cartridge and
going forward, only supply OEM cartridges for that device at no additional charge.
C. Software
a. In addition to dispatching technicians on -site, Contractor shall remotely monitor and support the
equipment to ensure timely and accurate resolution of problems.
b. The City will install Contractor provided or Manufacturer Designated Device Monitoring
Software that will automatically gather and send Meter Readings to Contractor Biling Department on a
Pre -Scheduled Basis.
c. Contractor shall supply and support software for scanning, usage tracking, and fleet monitoring
(including fax and scan usage, number of scans, frequence of paper size types used, etc.).
d. Fleet Management software shall have the ability for client log in with access to reports and
features.
D. Administration
a. Existing MFD/Printer Support & Services
1. Contractor shall work with the City to manage the retirement and refresh
of equipment on the City's existing devices as shown in Exhibit "A", titled "City of Redlands-
MFD FLEET LIST".
2. Contractor may optionally provide an alternate solution to the management of existing
(Keep / Cover) devices. The solution must provide overall cost savings while meeting the
technology needs of the department.
b. Asset Management / Meter Usage Readings Software
1. The Contractor shall be solely responsible for obtaining and furnishing
meter counts for all equipment on a monthly or quarterly basis, as required
by the IT department. Meter counts shall be accomplished without staff
intervention or inconvenience and at no additional cost to the City.
2. Estimating of Meters is not allowed.
3. The City desires an on-line tool that allows for bi-directional data sharing
Sharp Electronics Corporation • 100 Paragon Drive . Montvale, New Jersey 07645 . (201) 529-8200 . www.sharpusa.com
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of device location updates, location contact information and IMACD changes.
c. Billing
1. Billing must allow for customizable fields per device for department codes,
contact person, contact number, device location address and other criteria.
The usage report submitted for billing must match with the monthly invoice.
2. Each department shall receive a summary invoice for all departmental
costs monthly. Method of delivery shall be determined with the
selected Contractor.
3. Estimating of meter usage for billing will not be allowed.
4. All usage charges are to be billed in arrears and no base allowance or volume
guarantee shall be included in any department order.
5. On a Quarterly basis, a Citywide billing and usage report shall be generated
to reflect each department total devices, lease and/or usage charges for the
previous quarter and actual saving achieved. The report shall sub -total
each department with a citywide roll -up of total costs.
d. Asset Management
1. Contractor shall update the City whenever an install, Move, Add, Change,
Decommissioning Request, or break/fix incident as request.
2. Contractor shall provide certification for the wipe of hard drives or take
other appropriate action prior to Move, Add, Change, or Decommissioning of
Contractor installed equipment.
3. Contractor shall contact the IT Department to schedule the install or
removal of any MFD and work within the approved security
protocols.
4. The Contractor shall provide the ability to view invoices on-line via a secure
customer portal at no additional cost to the City.
5. The Contractor shall provide an asset Management Portal that allows the
City to see their inventory real time.
E. Services
a. Contractor shall Install, Move, Add Change, and Decommission (IMACD) all in -scope MFD's
1. Install —Contractor shall perform the delivery, setup, and connection of
equipment.
2. Move — Contractor shall re -locate an existing device from one physical
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location to another physical location, reconnect and ensure machine is
functioning properly.
3. Add —Contractor shall add a hardware or software component to an
existing device.
4. Change —Contractor shall modify an existing configuration within an
installed device.
5. Decommission —Contractor shall provide decommissioning and
preparation for return of equipment,
6. Contractor shall insure that all data on MFD hard drives is wiped upon
removal from City locations.
7. Contractor shall wipe hard drives or take other appropriate action as
approved by the City prior to Move, Add, Change, or Install of any contractor installed
in -scope hardware.
b. Remote fleet monitoring and management.
1. Contractor shall use monitoring tools for print device usage tracking
and to aid in fleet optimization.
2. Provide the City with portal access to view inventory and location status
real time.
c. Contractor shall provide end user training on equipment.
1. For new MFD Contractor shall coordinate/schedule onsite training with the
City's department end users.
2. Contractor shall provide follow-up training, as needed at no additional cost.
3. Contractor shall supply other types of training resources such as web based
training, job aids, support documentation, and self-help resources.
d. Contractor shall provide ongoing fleet optimization.
1. Contractor shall use monitoring tools, site assessments, new
technologies, and other resources to initially assess the City of Redlands
print environment and finalize recommendations to optimize the print
environment.
2. Contractor shall monitor the fleet in order to seek optimization
opportunities on a quarterly basis
3. out of Scope:
Sharp Electronics Corporation . 100 Paragon Drive . Montvale, New Jersey 07645 • (201) 529-8200 + www.sharpusa.com
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A. Plotters and Canon devices are not covered under this agreement. All devices that are added to this
contract will need to be approved by the Contractor and The City of Redlands.
B. Preparing and shipping lease return equipment back to the finance company is not included, but the
service fee is included on the MPS Pricing Worksheet for equipment preparation for shipping.
C. Networking and software support is not included outside of the Statement of Work.
D. Equipment disposal is not covered under this agreement, but rates for disposal are included in the
MPS Pricing Worksheet (Exhibit "B").
4. Objective:
To establish an agreement for the provision of certain hardware, on -demand supply replacement and on -
site technician services for copier and printing equipment between Burtronics Business Systems and the
City of Redlands.
5. Location:
The locations of the MFDs in the City of Redlands where all work is to be performed, and supplies are to be
sent are listed in Exhibit "A"- City of Redlands- MFD FLEET List.
6. Discovery/Assessment:
Contractor shall work with city staff and/or contractor's team to perform a site assessment at each of the
participating City departments to validate and document the MFD/printer device inventory and to
facilitate equipment optimization after the effective date of the agreement but pre -implementation.
7. Data Security
A. Configuration Management
a. The MFD system shall be configured to provide only essential capabilities, and to
restrict the abilityto access and change MFD settings such as double -sided printing, default
black and white printing, etc.
b. Unnecessary ports, protocols, functions and services shall be disabled. MFD settings shall
be set for printing from a selected set of I addresses.
c. Selected Contractor shall ensure that MFDs are compatible with all existing and future City
utilized applications.
B. Maintenance
a. The Contractor shall be responsible for implementing a security patch management
program within the City's policies/practices for implementation.
b. Authentication and authorization methods are required for remote maintenance and
diagnostic sessions. Remote maintenance and diagnostic activities shall be documented.
Sharp Electronics Corporation • 100 Paragon Drive . Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
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c. Remote maintenance and diagnostic activities shall be authorized, monitored, and
approved by the City.
d. Only authorized maintenance personnel shall perform information system maintenance.
S. Data Breach
A. Contractor will be responsible for wiping hard drives as described in the Statement of Work prior to
disposal or replacement of equipment on the MPS Fleet Agreement.
B. The City of Redlands will be responsible for their network and not the Contractor.
9. Equipment Guarantees
A. Contractor shall provide all services included in the MPS Statement work specifically in Section 10.
10. Customer Support/Maintenance
Contractor shall provide maintenance service calls during the City of Redlands working hours, Monday
through Friday, 8:00 a.m. to 5:00 p.m. (PST), excluding the City of Redlands holidays. Under certain special
circumstances, the Contractor may be requested to provide support outside of regular business hours.
Contractor shall provide full coverage maintenance on all parts, service calls, and scheduled preventative
maintenance calls at frequencies defined in the Manufacturer's specifications.
A. Customer Support
a. The Contractor shall provide a live person, toll -free phone line to place service calls, order parts
and supplies, as well as to provide technical support at no additional cost to the City.
b. The Contractor shall, at no additional cost, respond to all emergency service requests within two (2)
hours and begin repairs within four (4) hours unless other arrangements are made.
c. The Contractor shall, at no additional cost, have a 24-hour toll -free phone support line for
hardware and software issues, as well as available on -site technical support, Monday through
Friday, 8:00 a.m. to 5:00 p.m. (PST).
d. If Contractor requires a machine to be removed from the City's premises for repair, Contractor
shall provide end users with a loaner machine of similar functionality for use during the period of
the repair.
e. Contractor shall be responsible for the work performed by any and all sub -contractors
engaged by Contractor in support of the award of this contract, and persons directly or indirectly
employed by third parties.
B. Service Level Requirements
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a. Maintenance —Contractor shall provide full coverage maintenance on all contracted equipment
including, but not limited to, parts, service calls, and scheduled preventative maintenance support.
The Contractor's helpdesk will take all support calls and offer assistance over the phone via the
Contractor's remote diagnostic capabilities to get the City up and running quickly. Should an on- site
technician be needed, an estimated time of arrival (ETA) shall be provided with a courtesy follow up
via phone.
b. Service Loaner— If the main copy/print engine is deemed inoperable and Manufacturer
authorized service personnel is unable to correct the problem within sixteen (16) working
hours, the City may request a loaner of similar or upgraded features until the main copy/print
engine is repaired at no additional cost to the City.
c. Minimum Service Response Times / Uptime Guarantee
Contractor shall meet or exceed industry standards in response, repair, up, and down
times as defined in the section below.
1. Response Time Four (4) Hours Maximum (emergency service requests)
2. Repair Time Two (2) hours average
3. Minimum Uptime 98%
4. Maximum Downtime 2%
S. Response Time - Time measured from logging of service call until technician arrives
on scene or clears by phone.
6. Repair Time -Time required for a technician to troubleshoot, diagnose, and repair a
copier measured from arrival on the scene to completion of call. This does not include
time required for shipment of certain parts.
7. Minimum Uptime - Percentage of time machine is available for basic operation in
comparison to hours of operation as determined by the City.
8. Maximum Downtime - Percentage of time machine is unavailable for basic
operation in comparison to the hours of operation as determined by the City.
9. Emergency Service Request — Request for service when any of the three (3) main
functions is in operable. (Copy/Print/Fax) excludes preventative maintenance calls.
d. User Uptime
User Uptime Minimum Acceptable Level Obiective
Percent of time users must be 98% The City of Redlands's business
able to print, copy, fax, and and operational uptime
scan to print devices requirement. Measured
monthly.
Sharp Electronics Corporation • 100 Paragon Drive 9 Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
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1. Users must be able to print, copy, fax, and scan to the City's print devices 98% of the
time.
2. Compliance is confirmed by service request and problem resolution records to
determine when users are down without both their main and backup devices for print,
copy, fax, and scan.
e. Uptime Guarantee- Contractor maintenance procedures shall be designed to average up to a 98%
uptime; however, in the event the mainframe provided is not operational (excluding preventive
maintenance and operator preventable calls) during any 60-day period, Contractor will provide a
loaner of similar and upgraded features until the mainframe is repaired at no additional cost to the
City.
f. Replacement Guarantee- If the contracted contractor is unable to repair a problem, the
Contractor shall, at the City's request, replace it without charge with an identical model or. At the
option of manufacturer, with a machine with comparable features and capabilities. The replacement
device shall not be a model older than the device being replaced.
g. Replenishment/Replacement of Supplies
1. Supplies shall be received within (2) two working days of a low toner alert, with a
full supply set per printer always stored on -site or as agreed by the departments
2. Contractor shall work with each of the 18 departments to determine a location
and methodology for storing and restocking back up toner on -site at the City.
3. Contractor will provide a documented process for each department and include the
written process in the quarterly review process.
h. Dispatched Repair Service
1. Per industry standards, a certified technician shall arrive on -site within (4) four
hours of service call being dispatched to Contractor 99% of the time.
a. Response time is measured from the logging of a service call until the
technician arrives at the City department or resolved by phone.
b. Repair time is the time required for a technician to troubleshoot, diagnose
and repair a machine measured from the arrival at the City department to
completion of the call.
2. RepairSLA's
a. 50% of Print Devices are resolved within six (6) hours or less
b. 95% of Print Devices incidents are resolved within 24 hours
c. 100% of Print Devices incidents are resolved within 48 hours
Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 + (201) 529-8200 • www.sharpusa.com
3. A service call module on a customer portal that allows City administrators to see the
status of open and closed service requests within three (3) hours.
4. Compliance is demonstrated by Contractor's date -stamped records of service call
requests and resolutions. The record shall clearly state when the on -site response took
place, when the request was resolved, and when the ticket closed with a satisfactory
resolution. The City may review compliance quarterly.
i. Preventative Maintenance for Copier Based MFDs
1. The Contractor shall provide preventative maintenance / cleaning of the contracted
Copier/MFD fleet to meet the PM schedule mandated by the manufacturer to include
at minimum the following requirements:
k. Billing
a. The PM/Cleaning call shall include at minimum the following:
b. Cleaning the Paper Path.
c. Cleaning Rollers.
d. Clean the Copy Glass
e. Clean and Vacuum inside the paper trays.
f. Wipe down the exterior of the device.
1, The billing shall be complete, accurate, on time, and easily audited.
2. Errors must not exceed 2% of the devices billed and the itemized errors and
corrections shall be received within twenty (20) calendar days after the end of the
following month.
3. The City and the Contractor will agree on what information the invoice will contain,
the billing process between both parties, and how it will be formatted.
4. Contractor shall provide the City with usage and billing statistics quarterly and/or
upon request by City staff or designee.
11. Contractor Reporting & Communication Requirements
A. Quarterly and Annual Account Reviews
Upon request, Contractor shall conduct an in -person Quarterly Business Reviews (QBRs) with all
departments and City staff or designee to discuss the status of the fleet. At a minimum, Contractor shall
communicate with each department's Administrative Officer once per year. A Citywide account review
shall be conducted annually with IT Management to validate cost savings, project milestones, and
projections for the following year.
On a quarterly basis, Contractor shall provide electronic reporting related to the activities in this SOW with
Sharp Electronics Corporation • 100 Paragon Drive. Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
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the following categories and types of reports:
a. Department printing volumes broken out by color and black & white per device;
b. Number and types of devices in the fleet summarized by department and citywide;
c. Pro -Active over- and under-utilized equipment optimization/swaps;
d. Break/Fix volume of calls;
e. Knowledge Management information and/or support that will benefit the City's end
users and internal support teams;
f. A list of devices that experienced multiple repairs in the previous quarter, or re-
occurring over a 180-day period, along with an action plan/recommendation for
permanent correction;
g. Ongoing continuous improvement relative to print throughout the entire City
environment;
h. Billing Reports;
i. SLA Achievement Reports; and
j. Status of any additional projects.
These reports shall be made available in an electronic format to the Technology & Innovation and
participating Departments quarterly or as requested.
B. General Communication Obligations
a. Contractor shall provide the City with ninety (90) days' advance notice of any new models of
equipment or software proposed to replace end -of -life equipment or software.
b. Any new equipment or software proposed for deployment on the City's network shall be
subject to prior testing and approval by City staff. Hardware demonstrations may be conducted offsite.
c. All replacement device pricing shall meet the same or lower cost level of comparable or
equivalent to the replacement Model capabilities, features, and accessories.
12. End of Life/Equipment replacement
A. Equipment on the MPS Fleet Agreement will be supported with the guaranteed SLA's and uptime as
long as the equipment is supported by the manufacturer and the equipment is not considered obsolete.
B. Contractor will notify the City of Redlands when such equipment becomes obsolete and is no longer
supported.
C. Replacement equipment options for purchase/lease will be provided by Contractor as needed.
Sharp Electronics Corporation • 100 Paragon Drive 9 Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
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13. Implementation:
A. Deliverables- Contractor will provide service, supplies and parts along with other services described in
the Statement of Work
B. Checkpoints- Contractor will provide the following checkpoints:
a. Contract execution from both parties
b. Contractor to assign Equipment Numbers (EQ#) for all equipment being serviced under this contract
c. Contractor to be on -site on September 17, 2025 to start equipment evaluations. Evaluations will
consist of inspections of the current state of the MPS Fleet. Empty/Low toner and worn parts that
prevent the equipment from running properly will be discovered and brought to the City of Redlands
attention to be paid by the City of Redlands within the first 30 days from the start of this agreement.
d. Contractor to provide all support contact information 3 days prior to start of the contract. This will
also include the process for placing service calls.
e. FM Audit to be installed for all MPS Fleet covered under this agreement. Contractor will need to
work with the City of Redlands IT/Network department to ensure all equipment is operational on FM
Audit by September 30, 202S.
f. Contractor will collect current meter readings by printing out the counter sheet at the time of
evaluations to secure a start meter for each unit in the MPS Fleet. This will be provided to The City of
Redlands.
14. Contractor Staff and Support
A. Key Personnel
a. The Contractor shall provide a dedicated Customer Support Team led by a Program/Project
Manager who shall have overall responsibility for all activities related to this project.
b, The Contractor shall provide an organizational chart listing the team members along with
profiles of their skills, qualifications, and responsibilities.
c. Contractor shall provide the City with ten (10) days' advance notice when a Strategic Account
Manager will no longer be supporting the City and schedule an introduction of any replacement
personnel.
d. The City reserves the right to request a replacement of staff(s) not performing to the City's
expectations.
B. Dedicated Inside Customer Service/Support Personnel
Contractor shall have an internal non -sales support staff dedicated to managing the customer
relationship alongside the Sales Executive. This person shall be experienced in supporting major
Sharp Electronics Corporation • 100 Paragon Drive . Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
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account business.
Dedicated personnel shall be directly responsible for the fulfillment of all SOW and
SLA commitments with the City in support of Contractor sales team and work to create
and implement specific operational practices including, but not limited to:
a. Continually monitor existing service levels and compliance to SLAB.
b. Provide interface between end -users, technical support, and resources to
improve/maintain customer satisfaction.
c. Act as the primary point of contact for all aspects of the contractual relationship
with the customer.
d. Develop continual process improvements.
e. Work closely with Contractor operations team on implementation and deployment
of print technology and support services, including inventory collection and
management, and consumables management while monitoring adherence to all SLAB.
f. Facilitate quarterly/semi-annual performance reviews.
g. Resolve customer complaints and concerns by investigating problems, as well as
develop solutions and manage through to resolution.
h. Provide reporting metrics and tracking data as required to fulfill SLAs.
i. Follow-through on mission critical activities identified by the Client and Internal
Management.
C. Technical Support Personnel
a. Contractor shall be authorized by the original equipment manufacturer (OEM)
to service the equipment during the entire term of the Agreement
b. Contractor's service technicians shall be OEM trained and certified during the
entire term of the Agreement.
c. Contractor shall only use only OEM genuine or OEM approved parts and supplies
to maintain the equipment. Contractor shall have same -day or next -day delivery
for parts and supplies, with the parts delivered to the City or brought in by a
service technician.
15. Purchasing Entity Roles and Responsibilities
City of Redlands Contacts:
Project Manager- Valerie Abrego—vabrego@a cityofredlands.org
Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07646 . (201) 529-8200 • www.sharpusa.com
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End -User Representative- Gabriela Gonzalez- gaonzalez@cityofredlands.ors
System Administrator- Shane Burgos Adair- sadair@cityofredlands.org
Technical Support- Helpdesk- helpdesk@cityofredlands.org
A. Roles and Responsibilities
This is a summary of the City and Contractor general responsibilities and roles and does not limit
additional items that may be added in the future.
1. General
1.1. Contractor will provide trained on -site or dispatched CEs to perform Onsite and Dispatched
Services.
1.2. Contractor will coordinate and provide hardware Break/Fix Incident troubleshooting and
resolution, and Service request support for in -scope hardware.
1.3. Contractor will manage operations within the standard Incident and Service Request
fulfillment process.
1.4. Contractor will meet or exceed agreed upon service levels (SLAB).
1.5. Contractor will manage CE productivity, efficiencies, and professionalism within City
offices.
1.6. Contractor will assign and schedule qualified, City focused Customer Engineers to perform
support service es at City in -scope locations.
1.7 Contractor will provide accurate information regarding status, resolution, and asset updates in
Contractor System.
1.8 City will provide contact information for the end -user who reports an incident or makes a
request.
1.9 Contractor will perform remote diagnostics of hardware, software, application, etc., as
applicable.
1.10. Contractor and City will propose process and policy improvements through Continual
Service Improvement process.
1.11. City will review and approve process and policy improvements proposed by Contractor.
1.12. Contractor will ensure compliance with environmental, health, and safety requirements at all
City locations.
1.13. Contractor will produce quarterly reports as described in Reporting and Communication
requirements and make recommendations for improved reporting based on industry best
Sharp Electronics Corporation • 100 Paragon Drive • Montva[e, New Jersey 07645 • (201) 529-8200 • www.sharpusa.mm
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practices.
2. Hardware Break/Fix
2.1, Contractor will provide the City with Contractor authorization to provide services for
hardware with each device manufacturer and cooperate with warranty assignment efforts.
2.2. Contractor will provide service directly or coordinate services through a contracted and City
approved third party as necessary for in scope equipment and services.
2.3. Contractor will manage the warranty process and work with third parties as necessary to
obtain support for hardware that is out of scope and as requested.
2.4. Contractor will schedule services with end -user and provide ETA and updates for resolution.
2.5. Contractor will provide hardware loaner for device(s) requiring removal for repair for as long
as the equipment is being repaired.
2.6, Contractor will retain ownership of parts removed from equipment for repair.
2.7. Contractor will repair in -warranty hardware to functional specifications in compliance with
warranty guidelines, adhering to the warranty processes for repair service.
2.8. Contractor will remove and recycle, or properly dispose of, packing materials and used parts
from device installation and break/fix repairs.
2.9. Contractor will provide transportation to and from the end -user location using Contractor's
vehicles for all incident types (request and break/fix).
3.0 Desk -side Software Support
3.1. Provide software support remotely and at the desk side for all printing software in use at the
City that is accessed via a personal computing or wireless/mobile device.
4.0. IMACD (installation, Move, Add, Change, Decommission)
4.1. Contractor will back-up available data (i.e. the contents of the MFD address book) prior to
device replacement or IMACD, and restore data after service is performed, if applicable.
4.2. Contractor will coordinate, plan, schedule and request through the system of record all IT
hardware IMACDs.
4.3. Contractor will receive IMACD requests form City and validate the IMACD request for
completeness and authorization.
4.4. Contractor will communicate to City personnel, as appropriate, regarding scheduling r
requirements and blackout dates, to minimize the business impact on City operations.
Sharp Electronics Corporation a 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
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4.5. Contractor will confirm that all items within Contractor scope (e.g. hardware, software, parts,
and configurations) necessary to execute the IMACD will be available for the scheduled date of the
I MACD.
4.6. Contractor will confirm that all hardware, software, parts, network, cabling, configurations, and
any other services/hardware not in scope for Contractor but necessary to execute the IMACD will be
available for the scheduled date.
4.7. Contractor will remediate any site readiness issues or availability of hardware, software, parts,
network, cabling, configurations, and any other services/hardware necessary to execute the IMACD
are in place prior to the scheduled IMACD.
4.8. Contractor will develop and use checklists, sign off procedures for colleagues, and/or
approved tools to determine user requirements.
4.9. Contractor will work with end user and IT to identify proper configurations for mapped print
queue.
4.10. Contractor will reload MFD system and application configurations, data, or backup files as
necessary.
4.11. Contractor will receive written acceptance/provide leave behind card upon completion of
IMACD request.
4.12. Contractor will update the asset management tool with updated asset information via bi-
directional ticketing system.
5.0 Install
5.1 City and Contractor will place an approved install request with City's IT prior to scheduling a
device installation.
5.2. Contractor will pick up device at either a City staging area, or a Contractor staging area and
deliver to end -user location.
5.3. Contractor will disconnect old system and return it to the Contractor refurbishment/
disposition location or hold for lease return instructions as requested.
5.4. Contractor will unpack device and install per approved optimization plan and/or as requested by
the City.
5.5. Contractor will map print queue to end users' workstations.
5.6. Contractor will install, configure, and test new devices according to the established acceptance
testing.
5.7. Contractor will transfer the end -user identified data and settings from the existing system to the
new system.
Sharp Electronics Corporation • 100 Paragon Drive . Montvale, New Jersey 07645 . (201) 529-8200 . www.sharpusa.com
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5.8. Contractor will leave end -user training materials/documentation.
5.9. Contractor will dispose of any boot disks, backup CDS, packing materials or other materials
delivered with the system according to City Requirements.
5.10. Contractor will update asset records to reflect changes in asset management.
5.11. Contractor will communicate with City regarding problems with an 1MACD request.
5.12. Contractor will test the device(s) to confirm functionality.
5.13. Contractor will provide desk -side orientation and training to the end -user, or end user
groups, appro-pOriate to the authorized end-user(s) receiving the MFD.
6.0. Add
6.1. City will place an approved add request with Contractor via an approved City Purchase
Order.
6.2. Contractor will confirm the requirements and scope and contact the City's IT to coordinate
network install.
6.3. Contact the end -user to schedule an appropriate, agreed upon time for the installation to take
place.
6.4. Contractor will carry out the Add in accordance and compliance with instructions provided in the
request.
7.0. Move
7.1. City will place approved move request with Contractor via a service request form the
system of record.
7.2. Contractor will communicate to the end -user any prerequisites and any procedures that need
to be followed before or after the move is complete and confirm the requirements.
7.3. Contractor will conduct pre -move checks and determine and make any site preparations that
need to completed before the schedule move date.
7.4. Contractor will provide City with certified security wiping of memory or hard drive or take other
appropriate action approved by City to delete all data or other information stored or copied on item to
be moved.
7.5. Contractor will disconnect a currently installed system unit including directly attached
peripheral devices.
7.6. Contractor will pack the hardware for movement from the end -user's current location based on
the requirements of the move.
Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
7.7. Contractor will transport or ship the hardware to the end -user's new location.
7.8. Contractor will unpack and reconnect the same system unit and its directly attached
peripheral devices for the respective end -user.
7.9. Contractor will conduct the manufacturer's standard installation tests upon completion of such
activities to verify the hardware and software are functional with network connectivity.
7.10. Contractor will update the City Change Management plan tracking to reflect changes in the
location of the asset in the same month the asset changes occurred.
7.11. Contractor will coordinate the shipment of hardware between City sites and prepare the
hardware to be shipped.
7.12. Contractor will be responsible for packing material, transportation, or shipping when a
common carrier or a third -party transport company is required for the move at no additional cost to
the City.
8.0 Change
8.1. City will place approved change request with Contractorvia an approved communication
process.
8.2. Contractor will confirm the requirements and scope of the change request and schedule an
agreed -upon time with the end user for the work to be completed.
8.3 Contractor will, if applicable, provide City certified security wiping of memory or hard drive or
take other appropriate action to delete all data or other information stored or copied on item to be
changed as approved by City.
8.4. Contractor will carry out the change in accordance and compliance with instructions
outlined in the request.
8.5. Contractor will update the change request in the system of record.
8.6. Contractor will update the tracking as applicable to reflect the change to the asset(s) in the same
month that the asset changes occurred.
9.0. Staging
9.1. City will (optionally) optionally provide Contractor with asset tags to be attached to devices
requiring Customer asset tracking.
9.2. Contractor will, if requested, apply asset tags to devices according to City procedures and
approved processes.
9.3. Contractor will stage and configure hardware per the configuration and preparation
instructions in accordance with approved City procedures, including software installation.
Sharp Electronics Corporation • 100 Paragon Drive + Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.ccm
SHARP
9.4. Contractor will perform quality assurance testing to eliminate system defects and inoperability.
9.5. Contractor will provide City with certified security wiping of memory and hard drives or other
appropriate action approved by City to delete all data or other information stored or copied on item to
be Staged.
9.6. Contractor will update tracking within the same month of any asset changes.
9.7. Contractor will store, stage, configure and deploy hardware to meet daily IMACD requirements
of City.
9.8. Contractor will pack hardware for delivery to requested City Department location.
10. Decommissioning
10.1. Contractor will communicate with the City that hardware is ready for decommissioning,
donation, or refurbishment.
10.2. Contractor will provide City with certified security wiping of memory and hard drives or other
appropriate action to delete all or other information stored or copied, as approved by City for all
removed MFDs.
10.3. Contractor will coordinate with City department for scheduling pick-up of hardware.
16. Performance Penalties
A. This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days
prior written notice to Contractor of City's intent to terminate. if this Agreement is terminated by City, an
adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for
anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination
may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor.
Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City,
copies (in both hard copy and electronic form, where applicable) of project related data, design
calculations, drawings, specifications, reports, estimates, summaries and such other information and
materials as may have been accumulated by Contractor in performing the Services. Contractor shall be
compensated on a pro-rata basis for Services completed up to the date of termination.
B. This Agreement may be terminated by the contractor, in its sole discretion, by providing not less than
thirty (30) days prior written notice to City of Contractor's intent to terminate. If this Agreement is
terminated by Contractor, an adjustment to City's payment shall be made within 30 days of termination.
Upon receipt of a termination notice, Contractor shall discontinue its provision of the Services within thirty
(30) days of the date of the termination notice.
17. Payment
A. The compensation for Contractor's performance of the Services shall not exceed the amount of one
hundred seventy-five thousand dollars ($175,000.00) for the Services provided during the Initial Term.
Should this Agreement be extended, the compensation for Contractor's performance for the Services shall
Sharp Electronics Corporation • 100 Paragon Drive 9 Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
SHARP
not exceed the amount of Sixty thousand dollars ($60,000.00) for the Extended Term; bringing the total
possible amount of compensation to a not -to -exceed amount of Two Hundred Thirty-five thousand dollars
($235,000). For the Initial Term and the Extended Term, City shall pay Contractor on a time and materials
basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "B," titled
"Fee Schedule Title- MPS Rate Sheet" which is attached hereto and incorporated herein by this reference.
B. Contractor shall submit monthly invoices to City describing the Services performed during the preceding
month. Contractor's invoices shall include a brief description of the Services performed, the dates the
Services were performed, the number of hours spent and by whom, and a description of reimbursable
expenses related to the Services. City shall pay Contractor no later than thirty (30) days after receipt and
approval by City of Contractor's invoice.
C. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall
be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5)
days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery
date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail
transmission (including PQF), if confirmed with a copy sent contemporaneously by first class, certified,
registered or express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this section:
CITY:
City Cleric
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONTRACTOR:
Randolph Hlebasko, President
Burtronics Business Systems
290 W. Orange Show Road
San Bernardino, CA 92408
rhlebasko@burtronics.com
Phone: 800-523-0822
This Agreement is entered into by and between the City of Redlands located at 35 Cajon Street and Burtronics
Business Systems licensed to conduct business in the State of California ("Contractor"), located at 290 West
Orange Show Rd., #101 for the purpose of providing Managed Print Services.
The signatories to this Managed Print Services Agreement represent that they have the authority to bind their
respective organizations to this Agreement.
In Witness Whereof, the parties hereto, having read this Managed Print Services Agreement in its entirety,
including all attachments, have executed this Agreement.
This Agreement is effective this 16th day of September, 2025.
Initial term of this Agreement is 3 years year(s) with the option for a one-year extended term.
Maximum term of this Agreement is four (4) years.
Sharp Electronics Corporation • 100 Paragon Drive + Montvale, New Jersey 07645 ■ (201) 529-8200 • www.sharpusa.com
T. •
9/10/2025
BU&ONICS BUSINESS SYSTEMS
Date
CITY OF REDLA DS
Date
Contractor: Randolph Hlebasko, President
Purchasing Entity: Mario Saucedo, Mayor
ATTEST:
SwA, )O�S-X�
anne Donaldson, City Clerk
Sharp Electronics Corporation • 100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • www.sharpusa.com
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DocuSign Envelope ID: CE9EDE21-54BB-4156-BDFO-8383AOFC97DO
NASPO ValuePoint Master Agreement Terms and Conditions
For Multi -Function Devices and Related Software, Services and Cloud
Solutions
A Contract for the NASPO ValuePoint Cooperative Purchasing Program
Acting by and through the State of Colorado (Lead State)
Department of Personnel & Administration
State Purchasing & Contracts Office
1525 Sherman Street, 5th Floor
Denver, Co 80203
And
Sharp Electronics Corporation
100 Paragon Drive
Montvale, NJ 07645
Master Agreement Number: 188627
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 1
DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383AOFC97DO
Contents
MASTER AGREEMENT TERMS AND CONDITIONS.............................................................................3
I.
Definitions..............................................................................................3
II.
Parties and Term of the Master Agreement............................................................................7
Ill.
Order of Precedence...............................................................................................................8
IV.
Participants and Scope...........................................................................................................8
V.
NASPO ValuePoint Provisions..............................................................................................10
VI.
Pricing, Payment & Leasing.................................................................................
....13
VI 1.
................................................................................
Ordering ....................................... .........14
Vill.
Shipping and Delivery ...........................................................................................................17
IX.
Inspection and Acceptance................................................................................ ..18
X.
Warranty................................................................................................................................19
XI.
Equipment Title.....................................................................................................................20
XII.
Indemnification.....................................................................................................................21
XIII.
Insurance..............................................................................................................................22
XIV.
General Provisions................................................................................................................24
SIGNATUREPAGE ..................................................... ........... ......................................................... _...30
EXHIBIT A — STATEMENT OF WORK..................................................................................................31
1. Product Overview..........................................................................................
II. Master Agreement Deliverables.., . .............................................................. ......................... 32
III. Purchase, Lease and Rental Programs.................................................................................42
IV. Contractor Responsibilities and Tasks..................................................................................48
EXHIBIT B — SAMPLE D&A CERTIFICATE..........................................................................................58
EXHIBIT C —AUTHORIZED DEALER FORM.......................................................................................59
EXHIBIT D —AUTHORIZED DEALERS BY STATE..............................................................................60
ATTACHMENT 1 — SHARP LEASE AGREEMENT...............................................................................61
ATTACHMENT 2 — SHARP MAINTENANCE AGREEMENT................................................................66
ATTACHMENT 3 — SHARP SAMPLE MPS STATEMENT OF WORK..................................................71
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 2
DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383AOFC97D0
MASTER AGREEMENT TERMS AND CONDITIONS
Definitions
1.1 A3 MFD - A Multi -function Device which is designed to handle letter, legal, ledger and
some smaller paper sizes, such as postcards and envelopes.
1.2 A4 MFD — A Multi -function Device which is designed to handle letter, legal and some
smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option
on this Device.
1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor
that the Device has passed its Acceptance Testing. Acceptance of a Product 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, as set forth in section
IX of this Master Agreement.
1.4 Accessory — A compatible item that is added to the Base Unit to enhance its capabilities
and functions.
1.5 Attachment — Contractor's Supplemental Documents which consist of the following:
1.5.1 Attachment 1 — Sharp Lease Agreement
1.5.2 Attachment 2 — Sharp Maintenance Agreement
1.5.3 Attachment 3 — Sharp Sample MPS Statement of Work
1.6 Authorized Dealer —The Manufacturer's authorized sales and Service center (also known
as a Dealer, Distributor, or Partner) that must be certified by,the Manufacturer to sell the
Manufacturer's Products, and perform machine installation and maintenance on Devices
offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the
sales and service center to view and test Device.
1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that
include all standard Accessories and parts and excludes optional Accessories and/or
software.
1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on
one or more Devices and calculating one rate that a customer will be billed for all copies,
regardless of Device type and b&w or color output. Allows for simplicity when billing copies
run.
1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.
1.10 Business Day —Any day other than Saturday, Sunday, or a legal holiday.
1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves
the acquisition of the Device by the Purchasing Entity, and consists of any current and past
due amount, plus the remaining stream of Device Payments.
1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that
involves the return of the Device by the Purchasing Entity to Contractor, in good working
condition (ordinary wear and tear excepted), and consists of any current and past due
amounts, plus the remaining stream of Device Payments.
1.13 Cancellable Rental - An agreement that is cancellable upon the Purchasing Entity
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions
DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383AOFC97D0
providing the 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. Device ownership is not an
option.
1.14 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be
referred to as a $1 Buyout Lease and title of the Device will automatically pass from the
Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing
Entity will not be subject to additional payments in order to assume ownership. However, it
will be at the discretion of the Participating State or Entity as to whether other criteria will
also be considered, such as a bargain purchase option, a lease term longer than 75% of
the estimated economic life of the Device, or the present value of the lease payments is
greater than 90% of the fair market value of the Device at the beginning of the Initial Lease
Term, or any other legal requirements relating to a Capital Lease.
1.15 Ceiling Pricing - Pricing that is established as a "not -to -exceed" amount; the maximum
price Contractor may charge for Products, Services, and Supplies.
1.16 Contractor - A party to this Master Agreement, whether a person or entity, that delivers
goods or performs services under the terms set forth in this Master Agreement.
1.17 Coterminous - Two or more leases or rentals that end at the same time. The original lease
or rental payment is modified to reflect the addition of a new Device or Accessory. The
original term of the lease or rental is not modified as a result of a Coterminous addition.
1.18 Deliverable -A Product, Service, solution, result, labor, or other effort being sought through
this RFP.
1.19 Device - The Base Unit, either with or without optional Accessories and/or software. May
also be referred to as "Equipment."
1.20 Device Downtime - The period of time that a Device is not operational and is waiting for
Service to be completed.
1.21 Device Payment - The Device portion of the payment, less any Service, Supplies, and
maintenance.
1.22 Device Trade -In - An agreed upon transaction between the Purchasing Entity and
Contractor, in which Contractor takes ownership of Purchasing Entity's owned Device,
often for a discounted amount.
1.23 Device Upgrade or Downgrade - A replacement of the Purchasing Entity's existing lease
or rental Device, with a different Device, of either greater or lesser value. A new lease or
rental is then originated for the new Device, with the remaining lease or rental payments
on the old Device wrapped into it. The old lease or rental is closed out, and the Device is
returned to Contractor.
1.24 Electronic Product Environmental Assessment Tool (EPEAT) -A tool which evaluates
and selects Device according to a list of preferred environmental attributes. EPEAT
registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment
of Imaging Device, as amended.
1.25 Embedded Software - One or more software applications which permanently reside on a
computing Device.
1.26 Energy Star - The U.S. Environmental Protection Agency's standard for energy efficiency.
1.27 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1)
Take title to the Device at the end of the Initial Lease Term by paying the residual value to
Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 4
DocuSign Envelope ID: CE9EDE21-5480-4156-BDF8-8383AOFC97D0
Contractor at the end of the Initial Lease Term.
1.28 Free on Board (FOB) Destination - Contractor is responsible for transportation and
handling charges and the sale does not occur until the Products arrive at the Purchasing
Entity's specified location.
1.29 Group - The classification for the different types of Devices solicited in this RFP. Groups
are determined by the Devices primary functions and/or capabilities.
1.30 Initial Lease or Rental Term - The length of time (i.e. 12, 18, 24, 36, 48, 60 months) that
a Purchasing Entity enters into a lease or rental agreement.
1.31 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible
or intangible form, and all rights, title, and interest therein.
1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is
a party to this Master Agreement.
1.33 Legacy Device — A Device that was purchased, leased, or rented either under a prior
NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means.
1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly
Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented
Devices.
1.35 Managed Print Services (MPS) - The management, service, and support of the
Purchasing Entity's entire enterprise and output infrastructure of printed materials, with the
objective of creating a solution that improves the print process and reduces the expense of
printed material.
1.36 Manufacturer -A company that, as its primary business function, designs, assembles, and
owns the trademark/patent and markets a Device. Also referred to as Contractor.
1.37 Manufacturer's Suggested Retail Price (MSRP) - The list price or recommended retail
price of a Product in which the Manufacturer recommends that the retailer sell the Product.
1.38 Master Agreement - The underlying agreement executed by and between the Lead State,
acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter
amended.
1.39 Multi -function Device (MFD) - A Device which incorporates the functionality of multiple
Devices into one, such as print, fax, copy and scan. Each feature can work independently
of the other.
1.40 NASPO ValuePoint - A division of the National Association of State Procurement Officials
("NASPO"), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the
NASPO cooperative group contracting consortium of state chief procurement officials for
the benefit of state departments, institutions, agencies, and political subdivisions and other
eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit
organizations, etc.) for all states, the District of Columbia, and territories of the United
States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports
and may perform contract administration functions relating to collecting and receiving
reports, as well as other contract administration functions as assigned by the Lead State,
1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented,
leased, sold, or used in a demonstration, and are currently being marketed by the
Manufacturer.
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions
DocuSign Envelope ID: CE9EDE21-548B-4156-BDFO-8383AOFC97DO
1.42 Normal Business Hours — Defined as the hours between 8AM and 5PM, Monday through
Friday, holidays excluded.
1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are
not listed in the Master Agreement Price List(s). NSP's may include Coin -Op Equipment,
empowering software etc.
1.44 OEM —The Original Equipment Manufacturer.
1.45 Order - Any type of encumbrance document or commitment voucher, including, but not
limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement,
lease agreement, rental agreement etc. used by a Purchasing Entity to order the Products
and Services.
1.46 Participating Addendum — A bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any additional Participating
Entity -specific language or other requirements (e.g., ordering procedures specific to the
Participating Entity, entity -specific terms and conditions, etc.).
1.47 Participating Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states properly authorized to enter into a Participating Addendum, that has
executed a Participating Addendum.
1.48 Participating State - A state that has executed a Participating Addendum or has indicated
an intent to execute a Participating Addendum.
1.49 Power Filter - An electronic filter which is placed between an external power line and a
Device for the purpose of removing frequencies or electromagnetic interference.
1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a
satisfactory operating condition by providing systematic inspection, detection, and
correction of failures either before they occur or before they develop into major defects.
1.51 Private Label - Devices that are manufactured by one company and sold under a retailer's
brand name.
1.52 Product — Devices, Accessories, parts, software, and/or Supplies provided by Contractor
pursuant to the Master Agreement.
1.53 Published Price — The price that is posted on the Manufacturer's website or in their pricing
literature (e.g. not the Master Agreement contract price).
1.54 Purchasing Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states if authorized by a Participating Addendum, that issues a Purchase
Order against the Master Agreement and becomes financially committed to the purchase.
1.55 Refurbished - A Device which has received extensive maintenance and/or minor repair,
including the replacement of all standard parts subject to wear during the normal course of
use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device
shall not have more than 750,000 original copies on it. In addition, Refurbished Device must
only contain OEM parts. Refurbished Device must be certified by the Manufacturer.
1.56 Remanufactured - 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 replacing
it in a manufacturing environment and then reassembling and testing it, so that it will
operate like a new Device. Remanufactured Device must be certified by the Manufacturer.
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1.67 Renewal Term - 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.
Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the
Useful Life of the Device. Capital Leases are excluded from going into renewal.
1.58 Response Time - The time from when the original Service Call is placed with the
Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing
Entity's location.
1.59 Scanner - A Device that scans documents and converts it into digital data.
1.60 Segment - The various speeds that Devices are categorized by.
1.61 Services — The labor required to be performed by Contractor pursuant to the Master
Agreement or an Order. Services may include, but are not limited to, maintenance, MPS
and software installation.
1.62 Service Base Location - The place of business where the Contractor or Authorized Dealer
stores parts and provides training for service technicians.
1.63 Service Call - An on -site Service technician visit due to Device error or malfunction.
1.64 Short -Term Rental - A type of agreement in which ownership is not an option and the
maximum rental term does not exceed 18 months.
1.65 Single -function Printer - An inkjet or laser Device that only prints and is not capable of
other functions such as copying, faxing or scanning.
1.66 Straight Lease - A type of agreement in which ownership is not an option and the Total
Monthly Payment amount remains firm throughout the Initial Term.
1.67 Supplemental Documents — With the exception of software, end -user and click -wrap
agreements, Contractor's Supplemental Documents are the only authorized documents
under this Master Agreement and are attached hereto as Attachments.
1.68 Supplies - Consumable items that gets used up or are discarded once used, such as ink
cartridges.
1.69 Third Party — A person or entity that may be directly involved, but is not a principal to an
arrangement, contract, deal, lawsuit, or transaction.
1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service,
Supplies or maintenance, and less any applicable taxes.
1.71 Useful Life - Period during which a Device is expected to be usable for the purpose in
which it was manufactured.
Parties and Term of the Master Agreement
2.1 Parties. This Master Agreement is entered into by and between the State of Colorado,
acting by and through the Department of Personnel & 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, Single -
function Printers, Scanners, Software, Consumable Supplies, Managed Print Services, and
Software Related Services (including cloud -based offerings and web -based fleet
management tools), as approved per this Master Agreement, for the benefit of Participating
States, Entity's, and Purchasing Entities. The Contractor and the Lead State agree to the
terms and conditions contained herein.
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2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective
date of August 1, 2024. The term of this Master Agreement may be amended beyond the
initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual
agreement of the Lead State and Contractor, by written Amendment. The total duration of
the Master Agreement, including any extensions, shall not exceed five (5) years.
2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered,
modified, supplemented, or amended in any manner whatsoever without prior written
agreement of the Lead State and Contractor.
Ill. Order of Precedence
3.1 Order. This Master Agreement will consist of the following documents:
3.1.1 A Participating Entity's Participating Addendum ("PA");
3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;
3.1.3 An Order issued against the Master Agreement;
3.1.4 The Solicitation, RFP-NP-23-001, Multi -Function Devices and Related Software,
Services and Cloud Solutions;
3.1.5 Contractor's response to the Solicitation, as revised (if permitted) and accepted by
the Lead State; and
3.1.6 Contractor's Supplemental Documents, which are included as Attachments.
3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict
among these documents will be resolved by giving priority to these documents in the order
listed above. Contractor terms and conditions that apply to this Master Agreement are only
those that are expressly accepted by the Lead State and must be in writing and attached
to this Master Agreement as an Exhibit or Attachment.
3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify,
or otherwise derogate any provisions in this Master Agreement between the Lead State
and Contractor. Participating Addenda will not include a term of agreement that exceeds
the term of the Master Agreement, nor will it include Products and Services not awarded
under the Master Agreement.
IV. Participants and Scope
4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under
this MasterAgreement until a Participating Addendum acceptable to the Participating Entity
and Contractor is executed.
4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and
Conditions are applicable to any Order by a Participating Entity (and other Purchasing
Entities covered by their Participating Addendum), except to the extent altered, modified,
supplemented or amended by a Participating Addendum, subject to section III. For the
purposes of illustration and not limitation, this authority may apply to unique delivery and
invoicing requirements, confidentiality requirements, defaults on Orders, governing law and
venue relating to Orders by a Participating Entity, indemnification, and insurance
requirements. Statutory or constitutional requirements relating to availability of funds may
require specific language in some Participating Addenda in order to comply with applicable
law. The expectation is that these alterations, modifications, supplements, or amendments
will be addressed in the Participating Addendum or, with the consent of the Purchasing
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Entity and Contractor, may be included in the ordering document (e.g., purchase order or
contract) used by the Purchasing Entity to place the Order.
4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state
agencies, political subdivisions and other Participating Entities is subject to applicable state
law and the approval of the respective State Chief Procurement Official. Issues of
interpretation and eligibility for participation are solely within the authority of the respective
State Chief Procurement Official.
4.4 Obligated Entities. Obligations under this Master Agreement are limited to those
Participating Entities who have signed a Participating Addendum and Purchasing Entities
within the scope of those Participating Addenda. States or other entities permitted to
participate may use an informal competitive process to determine which Master
Agreements to participate in through execution of a Participating Addendum. Participating
Entities incur no financial obligations on behalf of other Purchasing Entities.
4.5 Notice of Participating Addendum. Contractor shall email a fully executed PD1= copy of
each Participating Addendum to paQnaspovaluepoint.org to support documentation of
participation and posting in appropriate databases.
4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under
some circumstances sign their own Participating Addendum, subject to the consent of the
Chief Procurement Official of the state where the entity is located. Coordinate requests for
such participation through NASPO ValuePoint. Any permission to participate through
execution of a Participating Addendum is not a determination that procurement authority
exists; the entity must ensure that they have the requisite procurement authority to execute
a Participating Addendum.
4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or
Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a
Participating Addendum, Purchasing Entities may not resell Products purchased under this
Master Agreement, Absent any such condition or explicit permission, this limitation does
not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products
to the general public as surplus property; and fees associated with inventory transactions
with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws
and regulations. Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property.
4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity
and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master
Agreement and applicable Participating Addendum and will have the same rights and
responsibilities for their purchases as the Lead State has in the Master Agreement and as
the Participating Entity has in the Participating Addendum, including but not limited to any
indemnity or right to recover any costs as such right is defined in the Master Agreement
and applicable Participating Addendum for their purchases. Each Purchasing Entity will be
responsible for its own charges, fees, and liabilities. The Contractor will apply the charges
and invoice each Purchasing Entity individually.
4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor
must secure from the Lead State prior approval for the release of information that pertains
to the potential work or activities covered by the Master Agreement. This limitation does
not preclude publication about the award of the Master Agreement or marketing activities
consistent with any proposed and accepted marketing plan.
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4.10 No Representations. The Contractor shall not make any representations of NASPO
ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity's opinion or
position as to the quality or effectiveness of the services that are the subject of this Master
Agreement without prior written consent.
V. NASPO ValuePoint Provisions
5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set
forth in section V are for the benefit of NASPO ValuePoint as a third -party beneficiary of
this Master Agreement.
5.2 Administrative Fees
5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its
assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent
(0.25% or 0.0025) no later than sixty (60) days following the end of each calendar
quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly
and is based on all sales of products and services under the Master Agreement (less
any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is
not negotiable. This fee is to be included as part of the pricing submitted with a
vendor's response to the Lead State's solicitation.
5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage
Based or Life Cycle Service and Supply sales. This method will no longer
require the Contractor to capture the actual Service and Supply revenues
that are billed to the customer each month.
5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a
piece of Equipment and the actual amount of Service and Supply costs
required to operate that Equipment over its Useful Life. Therefore, to simplify
the reporting process and remove the burden to capture the actual Service
and Supply costs, the Contractor may report as follows:
5.2.1.2.1 Purchased Equipment: Contractor shall report the actual
amount invoiced (less any taxes) for all Equipment sold under
the reporting period (calendar quarter). In addition, the
Contractor shall report an additional amount equal to the invoice
amount and identified as "Life Cycle Service and Supplies," or
an actual amount and identified as "Usage Based Service and
Supplies," providing the customer elects to enter into a
Maintenance Agreement. Thus, in the Contractor's Detailed
Sales Report, for each item sold, there will be two-line items:
one for the piece of Equipment, and one for the Life Cycle or
Usage Based Service and Supplies. The amount reflected for
the Life Cycle Service and Supplies must be equal to the
amount of the Equipment.
5.2.1.2.2 Lease and Rental Equipment: Contractor may report sales
according to the Purchased Equipment methodology described
above, or they may report the actual amount invoiced (less any
taxes) for the lease 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
"Life Cycle Service and Supplies," or an actual amount and
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identified as "Usage Based Service and Supplies." Thus, in the
Contractor's Detailed Sales Report, for each item leased or
rented, there will be two-line items: one for the invoice amount
to the customer for the Equipment, and one for the Life Cycle
or Usage Based Service and Supplies. The amount reflected
for the Life Cycle Service and Supplies must be equal to the
amount of the invoiced Equipment.
5.2.2 State Imposed Fees. Some states may require an additional fee be paid by
Contractor directly to the state on purchases made by Purchasing Entities within
that state. For all such requests, the fee rate or amount, payment method, and
schedule for such reports and payments will be incorporated into the applicable
Participating Addendum. Unless agreed to in writing by the state, Contractor may
not adjust the Master Agreement pricing to include the state fee for purchases
made by Purchasing Entities within the jurisdiction of the state. No such agreement
will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid
by Purchasing Entities outside the jurisdiction of the state requesting the additional
fee.
5.3 NASPO ValuePoint Summary and Detailed Usage Reports
5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to
NASPO ValuePoint all Orders under this Master Agreement for which Contractor
has invoiced the ordering entity or individual, including Orders invoiced to
Participating Entity or Purchasing Entity employees for personal use if such use is
permitted by this Master Agreement and the applicable Participating Addendum
("Sales Data"). Timely and complete reporting of Sales Data is a material
requirement of this Master Agreement. Reporting requirements, including those
related to the format, contents, frequency, or delivery of reports, may be updated
by NASPO ValuePoint with reasonable notice to Contractor and without
amendment to this Master Agreement. NASPO ValuePoint shall have exclusive
ownership of any media on which reports are submitted and shall have a perpetual,
irrevocable, non-exclusive, royalty free, and transferable right to display, modify,
copy, and otherwise use reports, data, and information provided under this section.
5.3.2 Summary Sales Data. "Summary Sales Data" is Sales Data reported as
cumulative totals by state. Contractor shall, using the reporting tool or template
provided by NASPO ValuePoint, report Summary Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty (30) days following the end
of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor
shall submit a zero -sales report.
5.3.3 Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each
Order all information required by the Solicitation or by NASPO ValuePoint,
including customer information, Order information, and line -item details. Contractor
shall, using the reporting tool or template provided by NASPO ValuePoint, report
Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than
thirty (30) days following the end of the quarter. Detailed Sales Data shall be
reported in the format provided in the Solicitation or provided by NASPO
ValuePoint. The total sales volume of reported Detailed Sales Data shall be
consistent with the total sales volume of reported Summary Sales Data.
5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall
provide to NASPO ValuePoint tables of customer and Product information and
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specific attributes thereof for the purpose of standardizing and analyzing reported
Sales Data ("Crosswalks"). Customer Crosswalks must include a list of existing
and potential Purchasing Entities and identify for each the appropriate customer
type as defined by NASPO ValuePoint. Product Crosswalks must include
Contractor's part number or SKU for each Product in Contractor's catalog and
identify for each the appropriate Master Agreement category (and subcategory, if
applicable), manufacturer part number, product description, eight -digit UNSPSC
Class Level commodity code, and (if applicable) EPEAT value and Energy Star
rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint
with reasonable notice to Contractor and without amendment to this Master
Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep
Crosswalks updated as Contractor's customer lists and product catalog change.
5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint,
provide NASPO ValuePoint with an executive summary that includes but is not
limited to a list of states with an active Participating Addendum, states with which
Contractor is in negotiations, and any Participating Addendum roll -out or
implementation activities and issues. NASPO ValuePoint and Contractor will
determine the format and content of the executive summary.
5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance
Review
5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint
personnel. Contractor shall present plans to NASPO ValuePoint for the education
of Contractor's contract administrator(s) and sales/marketing workforce regarding
the Master Agreement contract, including the competitive nature of NASPO
ValuePoint procurements, the master agreement and participating addendum
process, and the manner in which eligible entities can participate in the Master
Agreement.
5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as
Participating Addendums are executed, provide plans to launch the program for
the Participating Entity. Plans will include time frames to launch the agreement and
confirmation that the Contractor's website has been updated to properly reflect the
scope and terms of the Master Agreement as available to the Participating Entity
and eligible Purchasing Entities.
5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual
contract performance review with the Lead State and NASPO ValuePoint, which
may at the discretion of the Lead State be held in person and which may include a
discussion of marketing action plans, target strategies, marketing materials,
Contractor reporting, and timeliness of payment of administration fees.
5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used
by Contractor in sales and marketing until a separate logo use agreement is
executed with NASPO ValuePoint.
5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective
date, notify the Lead State and NASPO ValuePoint of any 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
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shall provide a copy of any such provisions.
6.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion,
cancel the Master Agreement or not exercise an option to renew, when utilization of
Contractor's Master Agreement does not warrant further administration of the Master
Agreement. The Lead State may also exercise its right to not renew the Master Agreement
if the Contractor fails to record or report revenue for three consecutive quarters, upon 60-
calendar day written notice to the Contractor. Cancellation based on nonuse or under -
utilization will not occur sooner than [two years] after execution of the Master Agreement.
This subsection does not limit the discretionary right of either the Lead State or Contractor
to cancel the Master Agreement or terminate for default subject to the terms herein. This
subsection also does not limit any right of the Lead State to cancel the Master Agreement
under applicable laws.
5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial
government or provincially funded entity in Alberta, British Columbia, Manitoba, New
Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island,
Quebec, or Saskatchewan, and territorial government or territorial government funded
entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities,
community colleges, school boards, health authorities, housing authorities, agencies,
boards, commissions, and crown corporations, may be eligible to use Contractor's Master
Agreement.
5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded
Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related
to Contractor's obligations to NASPO ValuePoint under the terms of the Master Agreement,
the terms of which shall be the same or similar (and not less favorable) than the terms set
forth in the Master Agreement.
VI. Pricing, Payment & Leasing
6.1 Pricing. The prices contained in this Master Agreement or offered under this Master
Agreement represent the not -to -exceed ("ceiling") price to any Purchasing Entity.
6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of
the Master Agreement, including any renewal terms, however; 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 Price
List(s).
6.1.2 With the exception of Group C and Sub -Group C1 and C2 Devices, pricing must
include all shipping, delivery, and installation costs associated with the Products.
Excess installation charges however, may be billable. Refer to section IV.E.5 of
Exhibit A, Statement of Work, for more information.
6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for
up to thirty (30) days following submission. In addition, errors in Contractor Price
Lists may delay the approval process further.
6.1.4 Contractor may update their lease and rental rates once per quarter by providing
the Lead State with documentation regarding said rate changes. Updates to lease
and rental rates will not be permitted until 8/1/2025.
6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master
Agreement (e.g. 8/1/2024 — 7/31/2025). Contractor may then update their pricing
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once per calendar year. All requested price increases must be sent to the Lead
State and include documentation from Contractor which provides a detailed
explanation for the increase. While there will not be any restrictions regarding direct
and indirect cost increases, it will be at the Lead State's sole discretion to determine
if the requested increase has a direct correlation to the Deliverables being offered
under the Master Agreement. Price increases shall be allowed for all Products and
all Services, including rate and fee structures on maintenance plans.
6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint.
Contractor shall then update all applicable websites with the new Price Lists after
the NASPO ValuePoint website has been updated. Contractor is not permitted to
send Price List updates directly to NASPO ValuePoint.
6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the
Participating State or Entity, but pricing must not exceed MasterAgreement 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 the Master Agreement.
6.1.8 Contractor may offer state-wide promotional discounts, customer location specific
discounts, bulk discounts, or spot discounts. Contractor must notify the
Participating State or Entity of special state-wide promotional discounts.
6.1.9 No retroactive adjustments to prices or rates will be allowed.
6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment
after Acceptance will be made within thirty (30) days following the date the entire order is
delivered or the date a correct invoice is received, whichever is later. After 45 days the
Contractor may assess overdue account charges up to a maximum rate of one percent per
month on the outstanding balance, unless a different late payment amount is specified in a
Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will
be remitted in the manner specified in the Participating Addendum or Order. Payments may
be made via a purchasing card with no additional charge.
6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws
of some Purchasing Entities may permit the use of leasing or alternative financing methods
for the acquisition of Products under this Master Agreement. Exhibit A, Statement of
Work, contains Leasing and Rental provisions; however, it shall be at the discretion of each
Participating State or Entity to accept these terms, reject these terms, or further negotiate
the terms with the Contractor, as long as those negotiations don't fall outside the original
scope of the RFP or the Master Agreement.
For example: The maximum lease or rental term on Group A Devices is 60 months;
Contractor is not permitted to offer a lease term in excess of this.
VII. Ordering
7.1 Order Numbers. Purchase Order numbers must be clearly shown on all
acknowledgments, packing slips, invoices, and on all correspondence.
7.2 Quotes. Purchasing Entities may define entity -specific or project -specific requirements and
informally compete the requirement among companies having a 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 the Purchasing Entity's rules and
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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.
7.3 Applicable Rules. 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 supplies
and/or services contemplated by this Master Agreement.
7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order
or other appropriate commitment document under the law of the Purchasing Entity.
7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master
Agreement and applicable Participating Addendum during the term of the Master
Agreement and Participating Addendum.
7.5.1 Orders must be placed pursuant to this Master Agreement prior 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.
7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the
applicable Participating Addendum, which may further restrict the period during
which Orders may be placed or delivered.
7.5.3 Financial obligations of Purchasing Entities payable after the current applicable
fiscal year are contingent upon agency funds for that purpose being appropriated,
budgeted, and otherwise made available.
7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor shall perform in accordance with the terms of any Orders then
outstanding at the time of such expiration or termination. Contractor shall not honor
any Orders placed after the expiration, cancellation, or termination of this Master
Agreement, or in any manner inconsistent with this Master Agreement's terms.
7.5.5 Orders for any separate indefinite quantity, task order, or 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.
7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or
Entity, all Orders pursuant to this Master Agreement, may contain the following:
7.6.1 Name of Purchasing Entity;
7.6.2 The name, phone number, and address of Purchasing Entity representative;
7.6.3 Order date;
7.6.4 Description of the Product and/or Service ordered;
7.6.5 Model number;
7.6.6 Price;
7.6.7 The Master Agreement number; and
7.6.8 Any additional information required by the Participating State or Entity.
7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess
any additional charges or fees for processing payments via this method.
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7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to
provide a centralized billing option.
7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless
otherwise specified by a Participating State or Entity.
7.10 With the exception of drop -shipped items, Contractor and/or Authorized Dealers shall not
issue an invoice until the Purchasing Entity has confirmed Acceptance, per section IX.
7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re -stocking fee
for any Products that are not accepted. The amount of the fee shall be the lesser of 10%
of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum.
7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails
to submit the required information within the specified time -frame.
7.13 All software Orders shall reference the Manufacturer's most recent release or version of
the Product, unless the Purchasing Entity specifically requests a different version.
7.14 Contractor, Third -Party leasing companies, and/or Authorized Dealers may bill property tax
separately or as otherwise indicated in a Participating Addendum or an Order.
7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed
invoices, including escalation procedures. In addition, Contractor and/or Authorized
Dealers shall have a process in place for issuing refunds or credits due to invoicing errors,
as well as over -payments and Product returns.
7.16 Internet -based Portal and Electronic Catalogs. If Contractor provides the ability to place an
Order through an internet-based portal or electronic catalog, then Contractor shall maintain
all necessary hardware, software, backup -capacity and network connections required to
operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere
to the following requirements:
7.16.1 The internet-based portal or electronic catalog shall clearly designate that the
Products are part of the NASPO ValuePoint Master Agreement, and shall link to
the Participating State or Entity's designated web location;
7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed;
7.16.3 If Contractor's electronic catalog will either be hosted on or accessed through the
Participating State's eCommerce system, then 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;
7.16.4 All information made available through the Participating State or Entity's
eCommerce system is accurate and complies with the Master Agreement and the
Participating Addendum; and
7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating
State or Entity upon request.
7.17 Communication. All communications concerning administration of Orders placed must be
furnished solely to the authorized purchasing agent within the Purchasing Entity's
purchasing office, or to such other individual identified in writing in the Order.
7.18 Substitutions. If an ordered Product is out -of -stock, Contractor shall notify the Purchasing
Entity and request approval before substituting for the out -of -stock item. Contractor's
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request to substitute shall explain how the substituted Product compares with the out -of -
stock item. Any substitute Product offered must be on the Contractor's Master Agreement
Price List.
7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2
Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal Entity
Contracts Under Federal Awards, Orders funded with federal 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. -
7.20 Supplemental Documents. All Attachments to this Master Agreement have been
reviewed and negotiated by the Lead State only to the extent that they comply with the
terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating
States and Entities are still advised however, to review each Supplemental Document and
negotiate the terms and conditions further with Contractor if necessary. It shall be at the
discretion of Contractor and Purchasing Entity to determine which Supplemental
Documents are appropriate for each Order type. With the exception of End User License
Agreements (EULA's), clickwrap agreements, and any third party software agreements,
which have not been reviewed or negotiated by the Lead State, nor are they attached to
this Master Agreement, only the Supplemental Documents attached to this Master
Agreement are permitted to be used for any Order placed.
Vill. Shipping and Delivery
8.1 Shipping Terms. With the exception of Group C and Sub -Groups C1 and C2 Devices, all
Products must be shipped F.O.B. destination, standard freight pre -paid by the Contractor,
to the Purchasing Entity's specified location, unless otherwise indicated in a Participating
Addendum. Group C and Sub -Groups C1 and C2 shipping charges shall be quoted to the
Purchasing Entity prior to Order confirmation.
8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain
the Contractor's until final inspection and Acceptance when responsibility will pass
to the Purchasing Entity except as to latent defects, fraud, and Contractor's warranty
obligations.
8.2 Available Products. Devices that are in -stock or otherwise not subject to supply -chain
shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order,
unless otherwise specified by the Purchasing Entity.
8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the
Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on
backorder.
8.4 Software Installation. Software related to the Device must be installed within five (5)
Business Days of the Device installation, or as otherwise stated in an Order.
8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business
Hours, which may vary for each Purchasing Entity of each Participating State. The
Purchasing Entity shall not be responsible for any additional charges should the Contractor
fail to observe specific delivery days and receiving hours. The delivery days and delivery
hours shall be established by each individual Purchasing Entity upon Order placement.
8.6 Inside Deliveries. All deliveries, with the exception of drop -shipped or desktop Devices,
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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.
8.7 Packaging. 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. Packages that cannot be clearly identified may be refused
and/or returned at no cost to the Purchasing Entity.
IX. Inspection and Acceptance
9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with
all applicable Federal, State, and local laws and regulations.
9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering
document, the terms of this section IX will apply. This section is not intended to limit rights
and remedies under the applicable commercial code.
9.3 With the exception of drop -shipped Devices, Purchasing Entity shall confirm delivery,
installation and Acceptance of all Devices 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 Device(s) and allows Contractor
to invoice for the Device(s).
9.4 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 Device is
installed, or as otherwise stated in a Participating Addendum.
9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall
be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the
Contractor of liability for material (nonconformity that substantially impairs value) defects
subsequently revealed when Devices are put to use. Acceptance of such Devices may be
revoked in accordance with the provisions of the applicable commercial code, and the
Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in
relation to the preparation and shipping of Devices(s) rejected and returned, or for which
Acceptance is revoked.
9.6 Inspection. All Devices are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other
authorized agent or official of the Lead State or other Participating or Purchasing Entity, at
reasonable times, to monitor and evaluate performance, compliance, and/or quality
assurance requirements under this Master Agreement.
9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon
receipt, however, does not relieve the contractor of liability for material
(nonconformity that substantial impairs value) latent or hidden defects subsequently
revealed when goods are put to use.
9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Device
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rejected and returned, or for which Acceptance is revoked
9.7 Failure to Conform. If any Services do not conform to contract requirements, the
Purchasing Entity may require 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.
9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry
standards, to ascertain whether the Device meets the standard of performance or
specifications prior to Acceptance by the Purchasing Entity.
9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise
specified, starting from the day after the Device is delivered or, if installed by
Contractor, the day after the Device is installed and Contractor certifies that the
Device is ready for Acceptance Testing.
9.8.2 If the Device does not meet the standard of performance or specifications during the
initial period of Acceptance Testing, Purchasing Entity may, at its discretion,
continue Acceptance Testing on a day-to-day basis until the standard of
performance is met.
9.8.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after
the cure period, the Device still has not met the standard of performance or
specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be
in breach and terminate the Order; (b) demand replacement Device from Contractor
at no additional cost to Purchasing Entity; or, (c) continue the cure period for an
additional time period agreed upon by the Purchasing Entity and the Contractor.
9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device
returned pursuant to the section.
9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard
of performance or specification is met.
X. Warranty
10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating
Addendum, or ordering document, the terms of this section X will apply.
10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum
of ninety (90) days for purchase, lease and rental Devices. This warranty shall be extended
to all Devices acquired under the Master Agreement, including Remanufactured and/or
Refurbished Devices.
10.3 Devices that are sold under the resulting Master Agreement will come with the standard
features as published on the Manufacturers website, and will not deviate from the stated
specifications.
10.4 Devices shall be in good working order, free from any defects in material and workmanship,
and fit for the ordinary purposes they are intended to serve.
10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity,
Contractor obligations shall be limited solely to the repair or replacement of Devices proven
to be defective upon inspection.
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10.6 Replacement of Devices shall be on a like -for -like basis and shall be at no cost to the
Purchasing Entity.
10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.
10.8 Upon significant failure of a Device, the warranty period shall commence again for a
minimum of ninety (90) days. Significant failure shall be determined by the Participating
State.
10.9 Contractor warranty obligations shall not apply if:
10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than
Contractor and/or their Authorized Dealer;
10.9.2 If a defective or non -authorized Accessory, Supply, software, or part is attached to,
or used in the Device; and
10.9.3 The Device is relocated to any place where Contractor Services are not available.
10.10 Contractor agrees to perform its Services in a professional manner, consistent with
applicable industry standards.
10.11 It will be at the discretion of each Participating State or Entity to negotiate additional
warranty requirements with the Contractor.
10.12 Lemon Clause
10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under
the Contractor's Master Agreement.
10.12.2 This clause shall not apply if Supplies are used in the Devices that were not
manufactured, provided, or authorized by the Contractor.
10.12.3 The application period is thirty-six (36) months from the date of Acceptance.
10.12.4 This clause shall take precedence over any other warranty or Services clauses
associated with the Contractor's Master Agreement, or as specified by a
Participating State or Entity in their Participating Addendum.
10.12.6 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.
10.12.6 Any Device that fails (except due to operator error) to function in accordance with
the Manufacturer's published performance specifications, four (4) times in any four
(4) week period and/or is subject to recurring related problems, shall be replaced
with a new Device that meets or exceeds the requirements of the original Device,
at no cost to the Purchasing Entity.
10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition
to any other rights and remedies of the parties provided by law or equity, including, without
limitation, actual damages, and, as applicable and awarded under the law, to a prevailing
party, reasonable attorneys' fees and costs.
XI. Equipment Title
11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered
and the Devices shall be free and clear of all liens, encumbrances, and security interests.
Title to the Device shall only pass to the Purchasing Entity upon:
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11.1.1 Purchasing Entity up -front purchase of the Device;
11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;
11.1.3 Expiration of a Purchasing Entity's Capital Lease; or
11.1.4 Purchasing Entity has secured Third Party financing and payment is being made
directly to the Contractor by the Purchasing Entity.
11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and
perpetual license to use any Embedded Software in the Device. If Purchasing Entity
subsequently transfers title of the Device to another entity, Purchasing Entity shall have the
right to transfer the license to use the Embedded Software with the transfer of Device title.
A subsequent transfer of this software license will be at no additional cost or charge to
either Purchasing Entity or Purchasing Entity's transferee.
11.3 License of Pre -Existing Intellectual Property. Contractor grants to the Purchasing Entity
a nonexclusive, perpetual, royalty -free, irrevocable, license to use, publish, translate,
reproduce, transfer with any sale of tangible media or Product, perform, display, and
dispose of the Intellectual Property, and its derivatives, used or delivered under this Master
Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor
shall be responsible for ensuring that this license is consistent with any third -party rights in
the Pre-existing Intellectual Property.
XII. Indemnification
12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless
NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing
Entities, along with their officers and employees, from and against third -party claims,
damages or causes of action including reasonable attorneys' fees and related costs for any
death, injury, or damage to tangible property arising from any act, error, or omission of the
Contractor, its employees or subcontractors or volunteers, at any tier, relating to
performance under this Master Agreement.
12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing
Entities, along with their officers and employees ("Indemnified Party"), from and against
claims, damages or causes of action including reasonable attorneys' fees and related costs
arising out of the claim that the Product or its use infringes Intellectual Property rights of
another person or entity ("Intellectual Property Claim").
12.2.1 The Contractor's obligations under this section will not extend to any combination
of the Product with any other product, system or method, unless the Product,
system or method is:
12.2.1.1 provided by the Contractor or the Contractor's subsidiaries or affiliates;
12.2.1.2 specified by the Contractor to work with the Product;
12.2.1.3 reasonably required to use the Product in its intended manner, and the
infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing
the same function; or
12.2.1.4 reasonably expected to be used in combination with the Product,
system or method.
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12.2.2 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 the Intellectual Property Claim. However, the Indemnified Party
must consent in writing for any money damages or obligations for which it may
be responsible.
12.2.3 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
the Intellectual Property Claim and the Contractor shall be liable for all costs and
expenses, including reasonable attorneys' fees and related costs, incurred by
the Indemnified Party in the pursuit of the Intellectual Property Claim.
12.2.4 Unless otherwise set forth herein, section 12.2 is not subject to any limitations
of liability in this Master Agreement or in any other document executed in
conjunction with this Master Agreement.
XIII. Insurance
13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of
this Master Agreement, maintain in full force and effect, the 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.
13.2 Coverage shall be written on an occurrence basis, except for Cyber Liability, which is
written on a claims made basis. The minimum acceptable limits shall be as indicated below,
with no deductible for each of the following categories:
13.2.1 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 and 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.
13.2.2 Cyber Liability covering claims and losses with respect to network, internet
(Cloud) or other data disclosure risks (such as data breaches, releases of
Confidential Information, unauthorized access/use of information, and identity
theft) with minimum limits of not less than $1,000,000 per claim and $1,000,000
aggregate.
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13.2.3 Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
13.2.4 Automobile Liability covering any auto (including owned, hired and non -
owned), with a minimum limit of $1,000,000 each accident combined single limit.
13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference
this Master Agreement and shall have a condition that the insurer not revoke them until
thirty (30) calendar days after notice of intended revocation thereof shall have been given
to Purchasing Entity and Participating Entity by the Contractor.
13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that:
13.4.1 Includes the Participating States identified in the Request for Proposal as
additional insured's, and;
13.4.2 Provides that the Contractor's liability insurance policy shall be primary, with any
liability insurance of any Participating State as secondary and noncontributory.
Unless otherwise agreed in any Participating Addendum, the 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.
13.5 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 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 number, limits of liability, exclusions and
endorsements); and an acknowledgment of the requirement for notice of cancellation.
Copies of renewal certificates of all required insurance shall be furnished within fifteen (15)
days after any renewal date. These certificates of insurance must expressly indicate
compliance with each 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.
13.6 Coverage and limits shall not limit Contractor's liability and obligations under this Master
Agreement, any Participating Addendum, or any Order.
13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies.
Contractor shall provide notice to a Participating Entity who is a state within five (5)
business days after Contractor is first aware of expiration, cancellation or nonrenewal of
such policy or is first aware that cancellation is threatened or expiration, nonrenewal or
expiration otherwise may occur.
13.8 Participating Entities. Contractor shall provide to Participating States and Participating
Entities the same insurance obligations and documentation as those specified in section
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XIII, except the endorsement is provided to the applicable Participating State or
Participating Entity.
13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates
of all required insurance in a form sufficient to show required coverage within thirty (30)
calendar days of the execution of this Master Agreement and prior to performing any work.
Copies of renewal certificates of all required insurance will be furnished within thirty (30)
days after any renewal date to the applicable state Participating Entity. Failure to provide
evidence of coverage may, at the sole option of the Lead State, or any Participating Entity,
result in this Master Agreement's termination or the termination of any Participating
Addendum.
13.10 Disclaimer. Insurance coverage and limits will not limit Contractor's liability and obligations
under this Master Agreement, any Participating Addendum, or any Purchase Order.
XIV. General Provisions
14.1 Records Administration and Audit
14.1.1 The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and Orders placed by Purchasing Entities
under it to the extent and in such detail as will 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 MasterAgreement or orders placed by a Purchasing Entity under
it for the purpose of making audits, examinations, excerpts, and transcriptions.
This right will survive for a period of six (6) years following termination of this
Agreement or final payment for any order placed by a Purchasing Entity against
this Master Agreement, whichever is later, or such longer period as is required
by the Purchasing Entity's state statutes, to assure compliance with the terms
hereof or to evaluate performance hereunder.
14.1.2 Without limiting any other remedy available to any governmental entity, the
Contractor shall reimburse the applicable Lead State, Participating Entity, or
Purchasing Entity for any overpayments inconsistent with the terms of the Master
Agreement or Orders or underpayment of fees found as a result of the
examination of the Contractor's records.
14.1.3 The rights and obligations herein exist in addition to any quality assurance
obligation in the Master Agreement that requires the Contractor to self -audit
contract obligations and that permits the Lead State to review compliance with
those obligations.
14.2 Confidentiality, Non -Disclosure, and Injunctive Relief
14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents
may, in the course of providing a Product under this Master Agreement, be
exposed to or acquire information that is confidential to Purchasing Entity or
Purchasing Entity's clients.
14.2.1.1 Any and all information of any form that is marked as confidential or
would by its nature be deemed confidential obtained by Contractor or
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its employees or agents in the performance of this Master Agreement,
including but not necessarily limited to (1) any Purchasing Entity's
records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity
("Confidential Information").
14.2.1.2 Any reports or other documents or items (including software) that
result from the use of the Confidential Information by Contractor shall
be treated in the same manner as the Confidential Information.
14.2.1.3 Confidential Information does not include information that (1) is or
becomes (other than by disclosure by Contractor) publicly known; (2)
is furnished by Purchasing Entity to others without restrictions similar
to those imposed by this Master Agreement; (3) is rightfully in
Contractor's possession without the obligation of nondisclosure prior
to the time of its disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity without the
obligation of confidentiality, (5) is disclosed with the written consent of
Purchasing Entity; or (6) is independently developed by employees,
agents or subcontractors of Contractor who can be shown to have had
no access to the Confidential Information.
14.2.2 Non -Disclosure. Contractor shall hold Confidential Information in confidence,
using at least the industry standard of confidentiality, and 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.
14.2.2.1 Contractor shall advise each of its employees and agents 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.
14.2.2.2 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.
14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time
during or after the term of this Master Agreement disclose, 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.
14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such
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Confidential Information necessary for quality assurance, audits, and
evidence of the performance of this Master Agreement.
14.2.3 Injunctive Relief. Contractor acknowledges that Contractor's breach of section
14.2 would cause irreparable injury to the Purchasing Entity that cannot be
adequately compensated in monetary damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of
the foregoing undertakings, in addition to any other legal 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.
14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they
are not in conflict with the applicable public disclosure laws of any Purchasing
Entity.
14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor's
obligations under this section will also extend to NASPO ValuePoint's
Confidential Information, including but not limited to Participating Addenda,
Orders or transaction data relating to Orders under this Master Agreement that
identify the entity/customer, Order dates, line -item descriptions and volumes, and
prices/rates. This provision does not apply to disclosure to the Lead State, a
Participating State, or any governmental entity exercising an audit, inspection, or
examination pursuant to this Master Agreement. To the extent permitted by law,
Contractor shall notify the Lead State of the identity of any entity seeking access
to the Confidential Information described in this subsection.
14.2.6 Public Information. This Master Agreement and all related documents are
subject to disclosure pursuant to the Lead State's public information laws.
14.3 Assignment/Subcontracts
14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State.
14.3.2 The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties, to NASPO ValuePoint and other
third parties.
14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar
days, notify the Lead State in writing of any changes in the Contractor's key administrative
personnel managing the Master Agreement. The Lead State reserves the right to approve
or reject changes in key personnel, as identified in the Contractor's proposal. The
Contractor shall propose replacement key personnel having substantially equal or better
education, training, and experience as was possessed by the key person proposed and
evaluated in the Contractor's proposal.
14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no
authorization, express or implied, to bind the Lead State, Participating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liability or
understanding whatsoever, and shall not to hold itself out as agent except as expressly set
forth herein or as expressly set forth in an applicable Participating Addendum or Order.
14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled
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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 will not affect
the rights and obligations attending Orders outstanding at the time of cancellation, including
any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for
Products delivered and accepted, rights attending any warranty or default in performance
in association with any Order, and requirements for records administration and audit.
Cancellation of the Master Agreement due to Contractor default may be immediate.
14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay
or default caused by fire, riot, unusually severe weather, other acts of God, acts of war
which are beyond that party's reasonable control, pandemics, or epidemics that would
negatively impact supply chain distribution. The Lead State may terminate this Master
Agreement upon determining such delay or default will reasonably prevent successful
performance of the Master Agreement. This clause does not absolve Purchasing Entity of
their payment obligations for goods or services received. Past due account charges will not
accrue until the conclusion of the Force Majeure event, at which point Contractor shall also
be expected to resume their Service obligations.
14.8 Defaults and Remedies
14.8.1 The occurrence of any of the following events will be an event of default under
this Master Agreement:
14.8.1.1 Nonperformance of contractual requirements;
14.8.1.2 A material breach of any term or condition of this Master Agreement;
14.8.1.3 Any certification, representation or warranty by Contractor in response
to the solicitation or in this Master Agreement that proves to be untrue
or materially misleading;
14.8.1.4 Institution of proceedings under any bankruptcy, insolvency,
reorganization or similar law, by or against Contractor, or the
appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within thirty (30) calendar
days after the institution or occurrence thereof; or
14.8.1.6 Any default specified in another section of this Master Agreement.
14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of
fifteen (15) 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. Time allowed for cure will not diminish or eliminate Contractor's liability for
damages, including liquidated damages to the extent provided for under this
Master Agreement.
14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within
the period specified in the written notice of default, Contractor shall be in breach
of its obligations under this Master Agreement and the Lead State shall have the
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right to exercise any or all of the following remedies:
14.8.3.1 Any remedy provided by law;
14.8.3.2 Termination of this Master Agreement and any related Contracts or
portions thereof;
14.8.3.3 Assessment of liquidated damages as provided in this Master
Agreement;
14.8.3.4 Suspension of Contractor from being able to respond to future bid
solicitations; and
14.8.3.5 Suspension of Contractor's performance.
14.8.4 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 shall have all of the rights
and remedies under this paragraph regarding its participation in the Master
Agreement, in addition to those set forth in its Participating Addendum. Unless
otherwise specified in an Order, a Purchasing Entity shall 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 will be construed to limit the rights and remedies available
to a Purchasing Entity under the applicable commercial code.
14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to
declare a default or enforce any rights and remedies will not operate as a waiver under this
Master Agreement, any Participating Addendum, or any Purchase Order. 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
Purchase Order, or breach of any terms or requirements of this Master Agreement, a
Participating Addendum, or Purchase Order will not be construed or operate as a waiver of
any subsequent default or breach of such term or requirement, or of any other term or
requirement under this Master Agreement, any Participating Addendum, or any Purchase
Order.
14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in public procurement or contracting 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, attach
a written explanation for review by the Lead State.
14.11 No Waiver of Sovereign Immunity
14.11.1 In no event will this Master Agreement, any Participating Addendum or any
contract or any Purchase Order issued thereunder, or any act of the Lead State,
a Participating Entity, or a Purchasing Entity be a waiver of any form of defense
or immunity, whether sovereign immunity, governmental immunity, immunity
based on the Eleventh Amendment to the Constitution of the United States or
otherwise, from any claim or from the jurisdiction of any court.
14.11.2 This section applies to a claim brought against the Participating Entities who are
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states only to the extent Congress has appropriately abrogated the state's
sovereign immunity and is not consent by the state to be sued in federal court.
This section is also not a waiver by the state of any form of immunity, including
but not limited to sovereign immunity and immunity based on the Eleventh
Amendment to the Constitution of the United States.
14.12 Governing Law and Venue
14.12.1 The laws of the Lead State shall govern the construction and effect of this Master
Agreement. Venue for any administrative or judicial action relating to this Master
Agreement shall be in the City and County of Denver, Colorado.
14.12.2 The construction and effect of any Participating Addendum or Order against this
Master Agreement shall be governed by and construed in accordance with the
laws of the Participating Entity's or Purchasing Entity's State.
14.12.3 If a claim is brought in a federal forum, then it must be 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.
14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity
who is a state any claim for relief or cause of action which the Contractor now has or which
may accrue to the Contractor in the future by reason of any 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 in that state for the purpose of carrying out the Contractor's obligations
under this Master Agreement or Participating Addendum, including, at the Participating
Entity's option, the right to control any such litigation on such claim for relief or cause of
action.
14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order,
the terms of this Master Agreement as they apply to the Contractor, Participating Entities,
and Purchasing Entities, including but not limited to pricing and the reporting of sales and
payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master
Agreement and shall continue to apply to all Participating Addenda and Orders until the
expiration thereof.
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEM
" 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 & CEO
Docu5igned by:
By: �tl�t, I�LQYIASIG
igna ure
Date:
1/11/2024
STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
Tony Gherardini, Executive Director
By. F�ocu5fgned 6y:
J66_ UW,Mot,
John Chapm5n,'9f6W P6r%asing Manager
Date: 1/11/2024
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed
and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If
Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or
for any Goods and/or Services provided hereunder.
STATE CONTROLLER
Robert Jarow.-CPAb 1ABA, JD
By:
Date:
1/11/2024
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EXHIBIT A — STATEMENT OF WORK
I. Product Overview
A. Contractor is authorized to provide Products and Services in the following Groups and Sub -
Groups:
1. Primary Products and Services:
Group
Products and Services
A
A3 MFD —OEM only
B
A4 MFD — OEM and Non -OEM
D
Single -function Printers — OEM and Non -OEM
F
Scanners — OEM and Non -OEM
G
H
Software — OEM and Non -OEM
Supplies (consumable) — OEM and Non -OEM
I
Managed Print Services
2. Ancillary Products and Services:
Sub-
Products and Services
Group
G1
Software Related Services
D1
Specialty Printers (3D, receipt, barcode label, card, cable) — OEM and Non -OEM
B. Contractor may not provide Products that have not been approved by the Lead State, with the
exception of NSP items, as referenced in section II.B.3.
C. Contractor may only offer Devices that meet the minimum requirements as outlined in section
II.A.
D. Any Products added to the Master Agreement throughout the term of the Contract must be
discounted according to the proposed discount for the appropriate Segment or as specified in
section II.A.4.
E. Contractor may provide MPS under any Group they offer under this Contract. However, MPS
may not be provided on any Devices that are being leased or rented to a Purchasing Entity by
another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do
so. Further, Contractor is not permitted to provide (e.g. sell, lease, rent) Devices under any
Group they have NOT been awarded.
F. Contractor may add, remove or modify Products and Services on their Price Lists once per
calendar month, beginning in September 2024. Modifications do NOT include price increases.
Refer to section 6.1 of the Master Agreement Terms and Conditions for information
regarding pricing.
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G. Any Device additions must be updated with Buyer's Lab within ninety (90) days of submission
to the Lead State. Failure to adhere to this requirement will result in the Device(s) being
removed from the Master Agreement Price List(s) until such time they can be verified on Buyer's
Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer's Lab
within 90 days of it being added to the Price List, then Contractor shall remove the Device from
the Purchasing Entity location and substitute it with a Device of equal or greater value, at no
charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed
on Buyer's Lab.
Master Agreement Deliverables
A. Primary Product and Service Offerings
Group Categories. Segments shall be utilized to distinguish the various speeds of the
Devices within Groups. The speeds are denoted in Page per Minute (PPM). The
Segments for each Group are as follows:
Group A — MFD, A3
Segment PPM
2 20 — 30
3
_
31 — 40
4
41 — 50
5
51 — 60
6
61 — 70
7
71 — 90
Group B — MFD, A4
Segment
_
PPM
1
Up to 20
2
21 - 30
3
31 - 40
4
41 - 50
5
51 - 60
6
61+
_ _Grow F -_Scanners _
Segment PPM
1
_
10-29
2
30 — 49
3
50 — 69
4
70 — 89
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5
90 —110
6
111 —130
7
131+
2. Device Configurations. Devices must be equipped, at a minimum, with the following
Accessories/capabilities:
2.1 Group A —MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 2,000 sheet paper capacity for Segments 5 and above.
iv) Paper size capacity up to 11" x 17"; and
v) Bypass paper supply, if applicable for Segment.
2.2 Group B — MFD, A4
a. New power filter;
b. Bypass paper supply;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2" x 14"; and
e. Envelope adjustment capability.
2.3 Group D—Single-function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine;
b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.
2.4 Group F—Scanners
a. Charge -Coupled Device (CCD) or Contact Image Sensor (CIS);
b. Automatic Document Feeder (ADF);
c. Letter or legal paper size capacity;
d. Color depth of at least 24 bytes; and
e. Single pass duplex scan.
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3. Device Standards. Devices must meet the following requirements:
3.1
Group A Base Units are OEM only.
3.2
Group A and Group B must be EPEAT registered to a minimum of Bronze Standard
within one (1) year of being added to the Master Agreement Price List.
3.3
Group D must be Energy Star compliant or EPEAT registered to a minimum of
Bronze Standard within one (1) year of being added to the Master Agreement Price
List.
3.4
If Contractor 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. If said Devices have already been placed at a
Purchasing Entity's location, then Contractor must replace the Devices with a
comparable, qualified model, at no cost to the Purchasing Entity.
3.5
All Devices must be Newly Manufactured, current, Remanufactured, or
Refurbished, except as specified in a Participating Addendum. Discontinued
Devices are not permitted to be offered under the Master Agreement.
3.6
Devices, when installed, and if available, must be set-up to receive automatic
software updates and patches.
3.7
Device specifications must be published on the Contractor website.
3.8
MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price
must not exceed what is published on the Manufacturer's website.
3.9
Devices must maintain a PPM speed, according to Segment classification.
3.10
Devices must be compatible with using recycled paper, up to and including, 100%
Post -Consumer Waste (PCW) paper. Contractor may not fault the use of recycled
paper for Device failures, as long as the recycled paper in use meets the standard
paper specifications (e.g., multi -purpose, copy, or laser paper).
4. Device Exceptions
4.1
Group B, Group D, Sub -Group D1, and Group F will not be restricted to OEM, and
do not have to be Private Labeled.
4.2
Group F is not required to be EPEAT registered or Energy Star compliant.
4.3
Digital Duplicators may be offered by Contractor under Group A, and must be
priced based on the minimum discount offered in the Segment to which they most
closely relate.
S. Accessories
5.1
Contractor shall provide OEM and/or Third Party compatible Accessories that
compliment or enhance the features of the Device.
5.2
Contractor may also maintain a separate price list for Accessories for Base Units
that have been discontinued. The pricing must be based on the same discount
offered, per the 'Discount from MSRP' tab, on the applicable Group Price List.
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5.3 Purchasing Entities may add Accessories to Devices that have been purchased,
leased or rented under prior NASPO ValuePoint Master Agreements, as well as
via any other means. If the Device is currently being leased or rented, Purchasing
Entity must obtain Contractor approval to add Accessories. Purchasing Entities
shall also be advised that obtaining Accessories from a Third Party and not the
Contractor or their Dealer may void certain warranty or maintenance agreement
provisions.
6. Remanufactured and Refurbished Equipment
6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any
Group.
6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT
registered or Energy Star compliant.
6.3 Equipment can be acquired via a purchase, lease or rental agreement.
6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or
Refurbished Equipment is being offered.
6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such,
and must be certified by the Manufacturer.
6.6 Remanufactured Equipment must be priced according to the minimum discount
offered for similar Equipment in the same Group and Segment of the resulting
Master Agreement.
6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than
the lowest priced Device of the Group and Segment to which the Refurbished
Equipment belongs.
6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive
the same pricing as the Published Price for the Group and Segment to which it
belongs.
7. Group G - Software
7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may
be provided as a standalone option on any owned, leased or rented Device.
7.2 Software pricing for unique designs or complex configurations will be quoted on a
case by case basis.
7.3 Contractor may provide OEM and/or Third Party software.
7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices
must have universal software drivers.
7.5 Purchasing Entities that acquire software shall be subject to the license
agreements distributed with such software, provided such terms do not contradict
the language in the Master Agreement, and unless otherwise stated in a
Participating Addendum.
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7.6 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 by
utilizing the proposed lease and rental rates.
c. Any new releases of software versions (upgrades) shall be chargeable to the
Purchasing Entity; however, Contractor may not charge for the installation of
the software upgrade, unless installation is excessive, and charges are
agreed to by Purchasing Entity.
d. License fees and support fees shall remain firm throughout the term of the
agreement.
e. Software subscriptions shall not be subject to automatic renewals, unless
otherwise agreed to in an Order.
f. Contractor shall be responsible for communicating all updates, patches, and
new releases/versions to Purchasing Entities.
g. Contractor shall provide a web -based or toll -free hotline during Normal
Business Hours for Purchasing Entities to report software problems or answer
software related questions.
8. Group H —Supplies (consumable)
8.1 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, D
and F, as well as Sub -Group D1. 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. All compatible Supplies must meet OEM standards for performance and
quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
1. Ribbon;
m. Developer;
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n. Rollers and Pads; and
o. Maintenance Kits.
8.2 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and
should avoid petroleum inks and inks with high volatile compounds. Toner
cartridges should also be remanufactured, contain recycled content, or be bio-
based.
8.3 Contractor shall provide the Purchasing Entity with a method to return the empty
toner cartridges at no additional charge.
9. Service Offerings
9.1 Group I -Managed Print Services
a. The main components of an MPS engagement are needs assessment,
selective or general replacement of Devices, and the Service, parts and
Supplies needed to operate the new and/or existing Devices, including
existing Third Party Devices as owned by the Purchasing Entity. The
Contractor tracks how the Device fleet is being used, the problems associated
with that use, and customer satisfaction in regards to meeting statement of
work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices,
Contractor must also offer project implementation Services, and customer
help -desk support and training,
c. Contractor may also offer hourly Services for consulting purposes, project
management, change management plans, and other staffed Services which
meet customer needs such as to operate copy centers or complete back file
scanning projects.
d. MPS may also include enterprise content management Services and
workflow optimization components, such as scanning and document capture
solutions, developing custom applications for smart MFDs that automate
paper -intensive document workflows and route scanned pages to document
management systems. It can also be extended to include the restructuring of
document workflows. Some MPS engagements may be designed to improve
document security or to reduce print volumes and power consumption for
environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to
complete a detailed statement of work, similar to the format referenced in
Attachment 3, Sharp Sample MPS Statement of Work, and it must be
approved by both parties prior to the initiation of any engagement.
f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document
workflow; identification of Service, Supplies, and parts; current output;
total cost of ownership; employee to Device ratio; preliminary
estimated cost savings);
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ii) Implementation (e.g. plan development; hardware and software
installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter
reads; automated toner replenishment);
iv) End -user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business
reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record
management; network and data security; document workflow
consulting; document scanning; back -file conversion; mail -room
Services);
ii) Cost -based Assessment (e.g. asset mapping; end -user survey;
detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on -
site break/fix; parts management; warranty management);
v) Ongoing Fleet Management and Optimization (e.g. consumable
spend; continual assessments; green initiatives; add/move/change
Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull -print,
enterprise content management; automated workflow; capture and
route; security); and
vii) Cartridge Recycling.
h. The free initial assessment shall not constitute a commitment on behalf of the
Purchasing Entity. Upon request from a Purchasing Entity, Contractor must
provide the assessment with the understanding that the Purchasing Entity is
under no obligation to enter into an MPS engagement.
I. MPS pricing and billing options shall be flexible and the Purchasing Entity will
drive the complexity of the solution required with a staged approach to
implementation.
9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to
automatic renewals.
a. Pricing
i) Pricing must include a zero base, cost per click rate for b&w and/or
color for Groups A, B, and D.
ii) Pricing for a monthly base charge, a set copy allowance and an
overage rate for b&w and/or color may also be provided.
iii) Pricing for a monthly base charge, a set copy allowance, an overage
rate for b&w and/or color, and Supplies may also be provided.
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iv) Flat Rate Fee pricing must be provided that includes all parts, labor,
Preventative Maintenance, and Service Calls for Groups A, B, and D.
Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all parts,
labor, Preventative Maintenance (if applicable), and Service Calls, but
excludes Supplies.
vi) Contractor may increase their Service and Supply pricing to include
staples (if applicable to the Device).
vii) Contractor may provide a flat rate fee without staples, and a flat rate
fee with staples. All flat rate fees shall allow for an annual increase of
up to 5%.
viii) Contractor may charge flat rate fees for Services performed on any
Accessories.
ix) 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.
x) 11"x17" impressions may be counted as one (1) click or two (2) clicks
on Group A Devices.
xi) A two-sided document shall be counted as two (2) clicks.
xii) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Maintenance
Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the
Maintenance Agreement, Contractor may adjust the pricing, as long
as the pricing does not exceed Master Agreement rates.
ii) For lease and rental Devices, the total Maintenance Agreement term
shall be equal to the term of the )ease or rental (e.g. 24, 36, 48 months
etc.).
iii) For purchased Devices, the initial term is determined by the
Purchasing Entity, as long as it does not exceed 60 months.
c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices
that were acquired under prior Master Agreement (RFP-NP-18-001) or
Master Agreement (3091), then section ILA (9.2)(h) shall apply.
d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs
over a large Device fleet, and the Blended Rate must cover all units in
the fleet.
ii) The Blended Rate must be divided between b&w and color.
iii) Contractor shall provide the Purchasing Entity with the Blended Rate
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calculation prior to Order placement.
iv) Utilizing a Blended Rate shall be at the discretion of the Participating
State or Entity, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads
from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor's online portal, or
through email, or facsimile.
III) A Participating State or Entity may also elect, at their discretion, to
submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement
for Devices they already own, or Devices they acquire through an up-
front purchase.
ii) The Maintenance Agreement may be priced on a flat rate fee, which
shall include parts, labor, Preventative Maintenance (if applicable) and
Service calls. Supplies may or may not be included.
g. Lease or Rental Devices
i) Contractor shall be required to provide a Maintenance Agreement on
all Devices that are 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.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a
Maintenance Agreement on any Device that is owned or was leased
or rented through Master Agreement (RFP-NP-18-001), Master
Agreement (3091), or via any other means, providing the following
conditions are met:
1) The Device has not reached the end of its Useful Life;
2) The maximum term of the Maintenance Agreement does not
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 sections ILA (9.2)(f) and ILA (9.2)(g).
ii) Devices that were previously serviced by another Dealer or
Manufacturer must be inspected and repaired, if necessary. Upon
mutual agreement, Contractor may charge Purchasing Entity for 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
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five (5) years, then Maintenance Agreement pricing shall not exceed
the new Master Agreement pricing, until the Purchasing Entity reaches
the five (5) year mark. Refer to section ILA (9.2)(h)(iv) below for
additional information.
iv) If the Device has been at the Purchasing Entity's location for more than
five (5) years, then Maintenance Agreement pricing shall not exceed
120% of the Service and Supply pricing in the new Master Agreement.
B. Ancillary Product and Service Offerings
1. Sub -Group Categories. The following Products and Services are sub -groups of the
Primary Product and Service Offering Groups,
1.1 Sub -Group G1 — Software Related Services. This is a sub -group of Group G —
Software. This sub -group shall include, but not be limited to, the following Services:
a. Cloud -based scanning (software as a service, enterprise content
management); and
b. Industrial Print solutions (back -file conversion, enterprise content
management).
1.2 Sub -Group D1 — Specialty Printers. This is a sub -group of Group D — Single -
Function Printers. Products offered under this sub -group are not restricted to OEM,
and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
f. Cable printers.
2. Sub -Group Category Discounts. Products in Sub -Group D1 must be discounted at a
minimum of 5% for OEM and a minimum of 2% for Non -OEM, unless such discounts
would exceed the discount amount offered for OEM and Non -OEM within Group D.
3. Open Market Items
3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or
enhance the Devices and/or Services offered under the Master Agreement. NSP
items will not include:
a. Interactive White boards;
b. Computers, monitors, or other related hardware items;
c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.
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3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer
and must be reported quarterly with all other sales under the Master Agreement.
3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.
3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the
maximum allowable amount of all NSP items in a single Order shall be determined
by the Participating State or Entity.
3.6 It shall beat the discretion of the Participating State or Entity to allow Open Market
Items in their Participating Addendum.
4. Emerging Technologies
4.1 Upon approval from the Lead State, Contractor may add new, related technology
to the resulting Master Agreement.
4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.
4.3 Any new technology that a Contractor requests to add to their Price List must
contain a full description of the Product, the MSRP and pricing information, and an
explanation/justification as to how the Product conforms to the requirements of the
RFP and Master Agreement.
4.4 Any new technology must be priced according to the lowest discount offered for
any Product under the Master Agreement. No discount or a 0% discount does not
qualify as a "lowest" discount.
III. Purchase, Lease and Rental Programs
A. Acquisition Methods. Contractor may offer the following:
Financial Vehicle
Standard Terms Offered
Purchase
N/A
Fair Market Value Lease
12,18, 24, 36, 48 and 60
months
12 months
Ca ital Lease
Straight Lease
Cancellable Rental
Short -Term Rental
1. All Devices on Contractor's Price List may be purchased, leased or rented, either as a
packaged -deal, or stand-alone item.
B. Device Trade -In
1. 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 a Device Trade -In, when placing a purchase, lease or rental Order.
2. The value for the Device Trade -In shall be negotiated by the Purchasing Entity and the
Contractor, and shall not include any disposal or shipping fees.
C. Lease and Rental Rates
1. Contractor may elect to include property tax in their lease and rental rates, or they may
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bill the Purchasing Entity separately for property tax.
2. Once a Purchasing Entity enters into a lease or rental agreement, the lease or rental rate
must remain fixed throughout the Initial Lease or Rental Term, regardless of whether the
Contractor had increased their lease or rental rates in the Master Agreement Price Lists.
If Contractor has decreased their lease or rental rates in their Price Lists, then they may
extend that lower rate to the Purchasing Entity.
3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.
4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be
subject to the lease and rental rates listed in the most recent Price Lists posted on the
NASPO ValuePoint website.
5. 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 a comparable index, and must be the rate in effect at the end of each calendar
quarter.
6. Lease and rental rates must be proposed as a decimal multiplying factor in such a manner
that the purchase price of the Device may be multiplied by the lease or rental rate to arrive
at the resulting monthly Device Payment. Proposed rates must include the following
information:
6.1 The Daily Treasury Yield Curve (or comparable index) Rate;
6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate;
a. The fixed margin for each lease and rental type being proposed, and how that
margin is determined; and
b. The methodology for determining the 48 month base rate if a 4-year rate is
not published.
6.3 Contractor must offer Coterminous lease and rental rates to any Purchasing Entity
wishing to add Products to an existing lease or rental agreement. The calculation
for the Coterminous lease and rental rates must adhere to the following
methodology:
For example: A customer enters into a 36 month FMV Lease, and 12 months
into that lease, they decide to add an Accessory to the Base Unit. The Contractor
shall divide the 36 month cumulative Device Payment by 24 months to arrive at
the monthly Coterminous payment for that Accessory. That payment will then be
added to the existing Device Payment. The new Total Monthly Payment must
then be disclosed to the Purchasing Entity.
D. Leasing and Rental Overview
1. All lease and rental programs shall remain with the Contractor or Authorized Dealer
through an in-house leasing program, or through the financial branch or subsidiary of
Contractor. In addition, Contractor and their Authorized Dealer may use Third Party
leasing companies, however; all Third Party leasing company documents must be
reviewed and approved by the Lead State and said documents must be incorporated into
the Master Agreement before any Participating State, Participating Entity, or Purchasing
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Entity can use them. It will be at the discretion of the Participating State, Participating
Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor,
Authorized Dealer or Third Party leasing company. All contractual obligations however,
will still be the responsibility of the Contractor.
2. A Purchasing Entity may lease or rent Devices pursuant to the terms and conditions in
this Master Agreement, and according to the requirements listed in their states'
Participating Addendum.
3. Lease and rental agreements shall not be subject to automatic renewals. This is non-
negotiable in any Particpating Addendum or Order.
4. A lease or rental agreement issued prior to the termination of the Master Agreement and
Participating Addendum, shall survive the termination of the Master Agreement and the
Participating Addendum, and all terms and conditions of the Master Agreement and
Participating Addendum shall continue to apply.
S. 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 Device 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 Device up, without any further financial obligations to the
Purchasing Entity.
6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial
or Renewal Term.
7. Device returns must be performed within thirty (30) calendar days after the Contractor or
Authorized Dealer provides return shipping instructions to the Purchasing Entity.
8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar
days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total
monthly payment amount for such Device, for each month that the Device remains at
Purchasing Entity's location. Contractor or Authorized Dealer is not permitted to bill the
Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when
Purchasing Entity has made it available.
9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return
costs.
10. The maximum term on any Initial Lease or Rental Term shall be 60 months.
11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity,
but at no time shall the Renewal Term exceed the Useful Life of the Device.
12. All Renewal Terms shall be billed on a monthly basis.
13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may
cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written
notice.
14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term
will automatically terminate at the end of the 12-month period, unless the Purchasing
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Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a
Purchasing Entity wants to cancel their 12-month Renewal Term early, then early
termination fees shall apply, and will be equivalent to the remaining stream of Equipment
payments only (i.e. less maintenance).
E. Leasing and Rental Options
1. FMV Lease
1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,
18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub -Group D1, and
Group F, based upon the Contractor's available options, and at the discretion of
the Participating State or Entity.
1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Exercise their purchase option;
b. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pick the Device
up.
2. Capital Lease ($1 Buyout Lease)
2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,
18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub -Group D1, and
Group F, based upon the Contractor's available options, and at the discretion of
the Participating State or Entity.
2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to
the Device to the Purchasing Entity, or as otherwise determined in a Participating
Addendum or an Order, and the Purchasing Entity shall not be subject to any
additional expense in order to assume possession of the Device.
3. Straight Lease
3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,
18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub -Group D1, and
Group F, based upon the Contractor's available options, and at the discretion of
the Participating State or Entity.
3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device
up.
4. Cancellable Rental
4.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,
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18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub -Group D1, and
Group F, based upon the Contractor's available options, and at the discretion of
the Participating State or Entity.
4.2 A Purchasing Entity shall have the option to cancel the rental at anytime throughout
the term of the agreement, by providing the Contractor with a thirty (30) day prior
written notice.
4.3 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device
up.
S. Short -Term Rental
5.1 A Purchasing Entity may have the option to enter into an Initial Rental Term of 12
months, based upon the Contractor's available options, and at the discretion of the
Participating State or Entity.
5.2 Upon the expiration of the Initial Rental Term, a Purchasing Entity shall return the
Device to the Contractor, or have the Contractor pick the Device up.
5.3 Short -Term Rentals are not permitted to be renewed beyond the Initial Rental
Term.
F. Leasing and Rental Terms and Conditions
1. Possession and Return of Lease and Rental Devices
1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the
Devices are in Purchasing Entity's possession. Purchasing Entity shall be relieved
of all risks of loss or damage to the Devices during periods of transportation and
de -installation.
1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their
End of Term (EOT) options at least sixty (60) days priorto the end of any Initial Lease
or Rental Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of lease or rental
agreement;
b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.
1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the
Device, it shall give Contractor at least thirty (30) days written notice prior to the
expiration of such lease or rental term. Notwithstanding anything to the contrary, if
Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of
a purchase, renewal, or return of the Device, the Initial Lease or Rental Term shall
be terminated on the date as stated in the Order and removal of the Device will be
mutually arranged, unless otherwise specified in an Order.
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1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will
immediately make the Device available to Contractor in as good of condition as
when Purchasing Entity received it, except for ordinary wear and tear.
2. Payment. The first scheduled payment (as specified in the applicable Order), will be due
following the Acceptance of the Device(s), or such later date as Contractor may designate.
The remaining payments will be due on the same day of each subsequent month, unless
otherwise specified in the applicable Order.
3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on
a Straight Lease.
4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Return option on an FMV or Straight Lease, and return the Device to the Contractor in
good working condition (ordinary wear and tear excepted).
5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or
Downgrade on a lease or rental at anytime throughout the term of the lease or rental
agreement. The Purchasing Entity and the Contractor shall negotiate the price of the
Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade
or Downgrade be less than the remaining stream of Device Payments.
6. 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.
7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign
the Device or any lease or rental agreement without Contractor's prior written consent
(which consent shall not be unreasonably withheld).
7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of
Contractor's interests in the Device and/or these Lease or Rental Terms or any
Order for 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.
7.2 No assignment to an Assignee will release Contractor from any obligations
Contractor may have to Purchasing Entity.
8. Early Termination Charges
8.1 Except in the case of Non -appropriation of funds, FMV, $1 Buyout, Straight Leases
and Short-term Rentals shall be subject to an early termination charge, and shall
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involve the return of the Device (in good working condition; ordinary wear and tear
excepted) by the Purchasing Entity to the Contractor. With respect to the Device,
the termination charge shall not exceed the balance of remaining Device Payments
(including any current and past due amounts), and with respect to Service or
maintenance obligations, the termination charge shall not exceed four (4) months
of the Service and Supply base charge or twenty-five percent (25%) of the
remaining Maintenance Agreement term, whichever is less.
8.2 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.
9. Default. Each of the following is a "default' under these lease and rental terms:
9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five
(45) days (or as otherwise agreed to in a Participating Addendum) of its due date;
9.2 Any representation or warranty made by Purchasing Entity in these lease 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;
9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of
creditors;
9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or
substantially all of such guarantor's assets; or
9.5 Purchasing Entity stops doing business as a going concern or transfers all or
substantially all of Purchasing Entity's assets.
10. 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 the Master Agreement,
and Participating Addendum, may do one or more of the following, at the discretion of the
Participating State or Entity:
10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that
Contractor has entered into with Purchasing Entity;
10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for
loss of Contractor's bargain and not as a penalty, a sum equal to:
a. All past due payments and all other amounts payable under the lease or rental
agreement;
b. 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
c. Require Purchasing Entity to deliver the Device to Contractor per mutual
arrangements.
IV. Contractor Responsibilities and Tasks
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A. Service Requirements
1. Technicians. All technicians must be factory trained by the OEM and certified to Service
the Devices.
2. Standard Service Levels. Participating States and/or Entities may negotiate their own
Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum,
adhere to the following requirements:
2.1 End -User Training
a. Purchasing Entity may request an initial one -hour training session for each
Device ordered under the Contract. Contractor shall provide this initial
training, free of charge, via one of the following delivery methods: On -site,
web -based, or on-line. The delivery method selected for each Device will be
at Contractor's sole discretion. Purchasing Entity should be advised that while
this initial one -hour of free training shall be provided by Contractor at
Purchasing Entity's request, Contractor will not provide substitutions (e.g. free
supplies, deeper discounts, etc.) in lieu of this training.
b. Purchasing Entity may also request an additional one -hour training session
for technical support, which shall include network connectivity and print driver
installation. This additional training shall be provided via a delivery method
mutually agreed upon by Contractor and Purchasing Entity, and at a mutually
agreed upon price.
c. If Purchasing Entity elects to exercise the training option, then Contractor
shall provide the training within ten (10) Business Days of Purchasing Entity's
request.
d. Contractor may offer additional on -site, one -hour training sessions for a flat
rate fee. Additional charges for travel and per diem, if applicable, must be
disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order
placement.
e. Contractor must provide on -site or off -site operational training to designated
Purchasing Entity personnel, until the personnel are able to operate the
Device 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, and mutually agree upon, prior to Order
placement.
f. Contractor shall provide Device literature, user -manuals, and access to on-
line resources, if available, at no charge to the Purchasing Entity.
g. For Groups A, B, D, and Sub -Group D1, Contractor shall provide a no charge,
toll -free end -user technical support number that Purchasing Entities can
utilize for everyday minor troubleshooting (i.e. this does not include network
connectivity or print driver installation). A Purchasing Entity must be able to
obtain assistance during Normal Business Hours.
h. Contractor shall provide phone/technical support within two (2) hours of
Purchasing Entity's request for assistance, providing such request, and
subsequent support, falls within normal business hours.
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2.2 Preventative Maintenance. Contractor must perform all Preventative
Maintenance Services at the Manufacturer's suggested intervals, or as specified in
an Order. Preventative Maintenance shall not be a requirement on desktop
Devices.
2.3 Device Performance
a. Device Downtime shall be computed from the time the Contractor is notified
of Device failure until the time in which the Device is fully operational.
b. Device Downtime due to lack of consumable Supplies is not acceptable.
c. Contractor must provide daily communication to the Purchasing Entity
regarding inoperable Devices, including updates regarding resolution
timeframe, and any parts, Accessories, or Devices on back -order.
2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2)
Business Days, due to Device malfunction, as reasonably determined by
Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such time as the
inoperable Device is now operable; or
b. At the discretion of the Participating State or Entity, provide the Purchasing
Entity with off -site manned production capabilities, at the sole cost to the
Contractor, to accomplish the work of the Device that is inoperable.
2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five
(5) years after the Purchasing Entity's Acceptance of any Device.
b. All Device components, spare parts, application software, and ancillary
Devices that are supplied under any resulting Master Agreement, must
conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable
and installed in accordance with Manufacturer specifications.
d. Repair parts may be new, reconditioned, reprocessed or recovered.
2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall
adhere to the following Service Call Response Times based on the distance
that their Service Base Location is from the Purchasing Entity:
Service
Definition
Response Time
Zone
Urban
Within 60 miles
4 - 6 Hours
Rural
60 —120 miles
1 - 2 Business Days
120+ miles, or only
Remote
accessible by plane or
4— 5 Business Days
by boat
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b. 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:
i) 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.
c. Contractor(s) may charge different rates according to each Service Zone.
2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and
repair Services provided for each Device.
b. A no -cost copy of Service logs/reports must be provided to the Purchasing
Entity or Participating State or Entity, within five (5) Business Days of the
request.
2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and re-
installing Device.
b. Contractor may charge for this Service based on the following table:
Service
Distance from current
Charge
Zone
placement of Device
1
Within the same building
No Charge
Allowed
Up to 50 miles from building in
Flat Rate Fee, plus
2
which Device is currently placed
Per Mile or Hourly
Fee
More than 50 miles from building
Flat Rate Fee, plus
3
in which Device is currently
Per Mile or Hourly
laced
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 relocations. The price shall be agreed upon in writing
by Contractor and Purchasing Entity prior to any Device relocation in Zone
1.
c. Contractor may not charge for any fees incurred due to fuel or tolls
d. Moves must be performed within thirty (30) calendar days of the Purchasing
Entity request. Request may be verbal or written, but Contractor must confirm
the request in writing and provide a date that the move will 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.
e. Contractor is required to offer Device relocation services for all lease and
rental Equipment.
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3. Meter Read Invoicing
3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall
provide meter reads within the Contractor's requested time -frame.
3.2 Invoices that are generated without receiving the proper meter read information
from the Purchasing Entity will not be considered inaccurate.
3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing
issue and the Contractor will be allowed a thirty (30) day cure period to address
any such issue. During the thirty (30) day cure period, the Purchasing Entity will
not be assessed any late fees for failure to submit payment by the invoice due date.
3.4 Failure on the Contractor's part to maintain accurate invoicing shall result in a
$25.00 per instance credit on the following month's invoice.
4. Reporting
4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce
reports that can be measured against the required SLA components.
b. The Participating State or Entity shall determine how the 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.
4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing
Entities upon request. The reports shall be provided on a quarterly basis, or at the
discretion of the Participating State or Entity.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
iii) Dates that Preventative Maintenance was performed, if applicable;
and
iv) Estimated end of Useful Life per Device, based on current usage.
b. The report may include, but not be limited to, the following:
i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.
B. Customer Service
1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to
ensure compliance with the resulting Master Agreement and subsequent Participating
State or Entity requirements and that the individuals occupying the Key Personnel
positions have adequate experience and knowledge with successful implementation and
management of a national cooperative contract. Contractor shall provide a single point of
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contact for the following:
1.1 Master Agreement Contract Administrator — shall be 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 the Master
Agreement;
1.2 NASPO ValuePoint Reporting Contact — shall be responsible for submitting
quarterly reports and the quarterly Administrative Fee to the appropriate personnel;
1.3 Master Agreement Marketing Manager — shall be responsible for marketing the
resulting Master Agreement, as well as creating Participating State websites, and
ensuring that all uploaded data and content is current; and
1.4 National Service Manager — shall be responsible for overseeing the Regional
Service Managers, Field Service Technicians, training, and inside Service
operations. This position will work 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.
2. Single Point of Contact. 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, reporting, status of Orders, customer complaints and
escalated issues.
3. Service and Support Hours. Contractor must provide full Service and support for
Products during Normal Business Hours.
4. Customer Service Team. Contractor shall also have a designated customer service team
who shall be available by phone (via local or toll free number), fax, or email during Normal
Business Hours.
S. Additional Coverage. Contractor may offer additional coverage beyond Normal Business
Hours for any Device that needs to be serviced. Such coverage shall be billed to the
Purchasing Entity at an hourly rate.
6. Online Access. Customer service representatives shall have online access to account
information and be able to respond to inquiries concerning the status of Orders (shipped
or pending), delivery, back -orders, pricing, Product availability, Product information, and
account and billing questions.
C. Authorized Dealers
1. Contractor can engage Authorized Dealers to provide Products and/or Services.
2. In the event a Contractor elects to use Authorized Dealers in the performance of the
specifications, the Contractor shall serve as the primary Contractor, and shall be fully
accountable for assuring that their Authorized Dealers comply with the terms and
conditions of the resulting Master Agreement, and any Participating Addendum, and shall
be liable in the event Authorized Dealers fail to comply with such terms and conditions.
3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing,
Master Agreement, and Participating Addendum requirements, and Contractor shall
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provide training to all of their Authorized Dealers at least once per calendar year, or as
otherwise determined by the Lead State.
4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and
invoice them directly, unless otherwise stated in a Participating Addendum.
5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer
Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of
engaging or removing a Dealer.
6. The Lead State reserves the right to deny the addition of any 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. Under no
circumstances is a Participating State or Entity permitted to use a Dealer that has not
been approved by the Lead State.
7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the
Master Agreement, then it shall be at the discretion of the Lead State, upon
recommendation from the Participating State, to:
7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead
State or;
7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations
in one state, or multiple states, remove them as a Dealer from the location in which
they are not in compliance.
D. Device Demonstration Requirements
1. Contractor may offer trial or demonstration Devices for any Group A, B, D, F and Sub -
Group D1.
2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured,
or Refurbished Devices shall be converted to a purchase, lease, or rental.
3. At the discretion of the Participating State or Entity, and upon request by a Purchasing
Entity, showroom Devices for Groups A and B may be converted to a purchase, lease, or
rental providing the following conditions are met:
3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies
total (i.e. b&w and color combined);
3.2 The Device must be discounted by at least 5% off of the Master Agreement pricing
for that same Device; and
3.3 The Purchasing Entity and the Contractor indicate on the Order that the Device is
a showroom model.
4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not
exceed thirty (30) calendar days.
5. If Purchasing Entity does not make the demonstration Device available for pickup after
thirty (30).calendar days, then Contractor may bill the Purchasing Entity for use of Device
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for each day that it remains at Purchasing Entity's location. Such rates shall not exceed
current market standards.
E. Device Installation Requirements
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:
1.1 Air conditioning;
1.2 Electrical;
1.3 Special grounding;
1.4 Cabling;
1.5 Space;
1.6 Humidity and temperature limits; and
1.7 Other considerations critical to the installation.
2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring
or dedicated lines.
3. Network installation shall include configuration of the Device for the proper network
protocols, and installation of the appropriate print drivers on up to five (5) computers per
Device, or as otherwise specified in a Participating Addendum.
4. If applicable, all Devices must be set-up with Preventative Maintenance notifications
turned on, and with the most environmentally responsible defaults enabled, including
Energy Star saving settings.
5. Contractor may charge for excessive installation requirements, including rigging, access
alterations, and access to non -ground floors via stairs. Any such excessive installation
charges must be quoted to the Purchasing Entity prior to the signature of any Order, and
shall be based on the actual expenditures of Contractor or Authorized Dealer.
6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of
installation which shows the name, address, and telephone number of Contractor or
Authorized Dealer responsible for warranty Service of the Device.
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.
F. Security Requirements
1. Network and Data Security
1.1 Devices may be configured to include a variety of data security features. The set-
up of such features shall be at the discretion of the Purchasing Entity, and all costs
associated with their implementation must be conveyed by Contractor prior to
Order placement.
1.2 Contractor will not be permitted to download, transfer, or access print data stored
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on the Device in either hard drive or chip memory. Only system management
accessibility will be allowed.
1.3 Contractor shall ensure that delivery and performance of all Services shall adhere
to the requirements and standards as outlined in each Participating State or Entity's
Participating Addendum.
2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or
applications shall be encrypted if practical. In addition, sensitive data will be encrypted in
all newly developed applications. Since sensitive information is subjective, it shall be
defined by each Participating State or Entity in their Participating Addendum.
3. Data Breach. Contractor shall have an incident response process that follows National
Institute of Standards and Technology (NIST) standards as referenced in the NIST
Computer Security Incident Handling Guide, which can be downloaded at
htt s://www.nest. ovl ublications/com uter-securit -incident-handIin - uide and it shall
include, at a minimum, breach detection, breach notification, and breach response.
Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning
of such breach.
4. Authentication and Access
4.1 Any network connected Device must offer authentication for all features via LDAP
and/or Windows AD, as well as the ability to disable authentication for any or all
features.
4.2 Any network connected Device must have the ability to connect via Dynamic Host
Configuration Protocol (DHCP) or Static IP address.
4.3 The credential information for any remote authentication method may not be
maintained within the Device's memory.
4.4 Access to the Device's administrative functions must be password protected per
the Participating State or Entity requirements, and the default settings must be
changed at the time of Device installation.
5. Hard Drive Removal and Surrender
5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable)
from the Device at the end of its Useful Life, or when any hard drive is repossessed
by Contractor; or
5.2 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.
5.3 If Contractor takes possession of any Device at a Purchasing Entity's location, then
they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.)
and dispose of them in accordance with applicable law, as well as environmental,
and health considerations, or as otherwise specified in a Participating Addendum.
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5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however;
Contractor may charge the Purchasing Entity a fee if the 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.
5.6 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, section IV.1 (5.1) shall
apply.
5.6 If Contractor is removing another Manufacturer's Device, they are not permitted to
remove the hard drive. Only the Manufacturer or their Authorized Dealer shall
remove hard drives in their own Devices. Contractor shall work with the
Manufacturer to ensure the requirements pursuant to this section are met.
G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating
Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices,
or any applicable notice regarding the Products being sold. This notice must be received in
writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such
issues.
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EXHIBIT B — SAMPLE D&A CERTIFICATE
NASPO VALUEPOINT MASTER AGREEMENT NO.
AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.
WITH Insert Name of Contractor
To: Insert Name of Contractor or Authorized Dealer
Pursuant to the provisions ofthe 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 DEALER FORM
Manufacturer Name:
(Check one)
❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO
ValuePoint Multi -Function Devices and Related Software, Services and Cloud Solutions Master Agreement.
❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi -
Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following
reason (required):
State(s) Serviced by Dealer:
Dealer Name:
Address:
Phone (include Toll -Free, if
available):
Contact Person(s):
Email Address:
FEIN:
Signed: Date:
(Contractor Representative)
Signed: Date:
(Authorized Dealer Representative)
(Print First and Last Name of Authorized Dealer Representative)
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EXHIBIT D - AUTHORIZED DEALERS BY STATE
101-10
Exhibit D -
Authorized Dealers b1
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ATTACHMENT 1 - SHARP LEASE AGREEMENT
Master Lease (Municipal)
SHARP
Master Lease Number:
Customer's Federal Tax ID#:
Customer Name:
Customer's Address (principal place of business):
Customer's dlbla (if any):
Customer's Main Business Phone Number:
In this Master Lease Agreement, as it may be amended from time to time (the "Master Lease "), the words "You" and
"Your" mean the Customer named above. "We," "Us" and "Our" mean Lessor (as indicated and signed on page 3).
"Schedule" means a document, in the form 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 transaction entered into between You and Us
pursuant to this Master Lease. "Sharp" means Sharp Electronics Corporation. Sharp or one of its authorized dealers
("Authorized Dealer") is the supplier of the Equipment to You. This Master Lease, each Schedule and the other
documents executed or delivered by Us in connection herewith and therewith represent the final 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 Lease 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 or Authorized Dealer) are not binding on Us_ You
agree this Master Lease and each Schedule may be executed in counterparts and any facsimile, photographic or
other electronic transmission and/or electronic signing of this MasterLease and each Schedule by You when
manually countersigned by US or attached to Our original signature counterpart and/or in Ourpossession shall
constitute the sole original chattel paper as defined in the UCC for all purposes and will be admissible as legal
evidence thereof. At Our option, We may require a manual signature. You hereby represent that this Master Lease is
legally binding and enforceable against You in accordance with its terms.
1. LEASE OF ECRUIPMENT - GENERAL. 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, attachments, replacements, additions and embedded software, the "Equipment"), and/or to finance
certain licensed software and services ("Financed Items", which are included in the word "Equipment" unless separately
stated), upon the terms stated in such Schedule and this Master Lease, the terms and conditions of which are
incorporated by reference into the Schedule (collectively, a "Lease"). Each Schedule, including the terms and
conditions incorporated therein by reference, shall be considered a separate and independent Lease. If the Equipment
includes any software, You agree that (i) We don't own the software, (ii) You are responsible for entering into any
necessary software license agreements with the owners or licensors of such software, (iii) You shall comply with the
terms of all such agreements, if any, and (iv) any default by You under any such agreements shall also constitute a
default by You under this Master Lease and the related Schedule. The initial term of each Lease will begin on 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 Term"). You promise to pay to Us the periodic payments shown on each Schedule in
accordance with the payment schedule set forth therein, plus all other amounts stated herein 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
contract number thereon and any other information missing in such Schedule, and ii) lease payment may be adjusted
to include applicable sales tax and to comply with the tax laws of the state in which the Equipment is located.
NON -CANCELABLE TERM. As used herein, "Present Term" means the term presently in effect at any time with
respect to a Lease, whether it is the Initial Term 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 NASPO ValuePoint 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
Notice Period that You intend to return the Equipment at the end of the Present Term, then, promptly upon the
expiration of such Present Term, You shall return the Equipment pursuant to Section 13 below. Each Lease is non -
cancelable during the Initial Term and any Renewal Term.
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3. UNCONDITIONAL OBLIGATIONS. With respect to each Lease, You agree that: (a) We area separate and
independent company from Sharp or its Authorized Dealer, 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 alter any term of this Master Lease 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 Lease and each Schedule are unconditional and irrevocable
and are not subject to any setoff, reduction, withholding, counterclaim, or defense for any reason whatsoever
Including any failure of any Equipment, the existence of any law restricting the use of any Equipment, or any
other adverse condition; (a) if You are a party to any maintenance, service, supplies or other contract with any
Vendor, We are NOT a party thereto, such contract is NOT part of this Master Lease 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 Lease or any Schedule; and (f) if the Equipment is
unsatisfactory or if any Vendor fails 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.
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 invoice to You. In order to
facilitate an orderly transition, including installation and training, and to provide a uniform billing cycle, the start date of
this Agreement (the "Effective Date") will be a date after the certification of acceptance of the Equipment, as shown on
the first invoice. The payment for this transition period will be based on the base minimum usage payment, prorated on
a 30-day calendar month, and will be added to your first monthly Payment. 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 or its Authorized Dealer by
telephone or facsimile with the actual meter readings whenever You are requested to do so, (b) allow Us or Sharp or its
Authorized Dealer to attach an automatic meter reading device to the Equipment, which meter reading device You will
not remove or alter without approval from Us or Sharp or its Authorized Dealer, and/or (c) give Us or Sharp or its
Authorized Dealer access to the Equipment to obtain meter readings or audit the meter reading device. If We or Sharp
or its Authorized Dealer request You to provide meter readings and You fail to do so within 7 days of the date of such
request, then (i) the number of copies used by You may be estimated by Us or Sharp or its Authorized Dealer and We
will invoice You accordingly, and (ii) We will adjust the estimated charge for excess copies upon receipt of actual meter
readings. Restrictive endorsements on checks will not be binding on Us. All payments received will 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 with Our funds, may be applied by Us at any time to past -due amounts, and the unused portion will
be returned to You within 90 days after the end of this Lease. If We do not receive a payment in full on or before its due
date, You shall pay interest on the part of the payment that is late in the amount of 1 % per month ("Time -Value
Interest") from the due date to the date paid. If any check is dishonored, You shall pay Us a fee of $20.00. Promptly
following Our request, from time to time, You shall furnish Us with current financial statements.
S. RESERVED
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, if any, made to Us by the Vendor(s) 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
Vendor(s) in connection with or as part of the contracts (if any) by which We acquire Equipment from such Vendor(s).
You may contact such Vendor(s) 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 in the Equipment.
7. DELIVERY, LOCATION, OWNERSHIP, USE, MAINTENANCE OF EQUIPMENT. Sharp or its Authorized Dealer will
install (and, with Our prior consent, remove) the Equipment in accordance with Sharp's or its Authorized Dealer'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 unless You first get Our permission. You shall give Us access to
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each Equipment location so that We may inspect the Equipment whether performed prior to or after the
Commencement Date of the related Lease. Unless otherwise stated in the related Schedule or as provided by law, We
will own and have title to all Equipment (excluding any software) during each Lease. You agree that all
Equipment is and shall remain personal property. Without Our prior written consent, You will not permit it to become (i)
attached to real property or (ii) 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 alterations 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 shall, at all times during the Initial Term and any
Renewal Term, (i) bear the risk of loss and damage to the Equipment, while it is in Your possession, and shall continue
performing all Your obligations to Us even if it becomes damaged or suffers a loss, (ii) keep the Equipment insured
against all risks of damage and loss ("Property Insurance") in an amount equal to its original cost, with Us named as
sole "loss payee," and (iii) carry public liability insurance covering bodily injury and property damage ("Liability
Insurance") in an amount acceptable to Us, with 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 prior written notice to Us before it may be cancelled or terminated and must contain other terms
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 will include 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, if less) on any advances We make for premiums, (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 Liability Insurance on Your own. You are responsible for the risk of
loss or for any destruction of or damage to the Equipment while it is in Your possession. You agree to promptly notify
us in writing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in writing, you will
pay to us the unpaid balance of this Agreement, including any future rent to the end of the term plus the anticipated
purchase price of the Equipment (both discounted at 3%). Any proceeds of insurance will be paid to us and credited, at
our option, against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney -in -fact
to endorse in your name any insurance drafts or checks issued due to loss or damage to the Equipment.
9. ASSIGNMENT. You shall not sell, transfer, assign or otherwise encumber (collectively, "Transfer") this Master
Lease or any Schedule, or Transfer or sublease any Equipment, in whole or in part. We may, with notice to You,
Transfer Our interests in any Equipment and/or this Master Lease or any Schedule, in whole or in part, to a third party
("New Owner"), and if 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 all applicable taxes (including, without limitation, sales tax (if
applicable) and personal property taxes, and excluding only taxes based on Our income), levies, assessments, license
and registration fees and other governmental charges relating to this Master Lease, 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 You). 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 returns. You also agree to pay Us upon demand (i) for all costs of filing, amending and releasing UCC
financing statements, and (ii) a processing fee of $75.00 (or as otherwise agreed) per Lease to cover Our investigation
and other administrative costs in originating such transaction. You also agree to pay Us a fee, in accordance with Our
current fee schedule, which may change from time to time, for additional services We may provide to You at Your
request. You agree that the fees set forth in this Master Agreement may include a profit.
11. SAVINGS CLAUSE. If any amount charged or collected under this Master Lease or any Schedule is greater than the
amount allowed by law, including, without limitation, any amount that exceeds applicable usury limits (an "Excess
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Amount"), then (i) any Excess Amount charged but not yet paid will be waived by Us and (ii) 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 if You (1) fail to pay any amount due within 45 days of
the due date, (2) breach or attempt to breach any other term, representation or covenant set forth herein, the related
Schedule, (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, including the use of any Financed Items, 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) Time -
Value Interest on the amounts specified in clauses "i", "ii" and "iii" above from the date of demand to the date paid, and
(iv) 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 "i" through "iv" referred to below as the
"Balance Due"), and/or (E) exercise any other remedy available to Us under law. In addition, we will have the right,
immediately and without notice or other action, to set-off against any of your liabilities to us any money, including
depository account balances, owed by us to you, whether or not due. You also agree to reimburse Us on demand for all
reasonable expenses of enforcement (including, without limitation, reasonable attorneys' 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 received 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 utilize such money to
cure any default by You under any Lease. BOTH PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, RESULTING,
OR CONSEQUENTIAL DAMAGES.
13. RETURN OF EQUIPMENT. If You are required to return any Equipment pursuant to the terms hereof, You shall,
promptly upon demand, 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 the Purchasing Entity
State. This Lease shall be governed by the laws of the Purchasing Entity State . All legal actions relating to
this Lease shall be filed and adjudicated exclusively in a state or federal court located in the Purchasing Entity
State. 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.
15. NON -APPROPRIATION OF FUNDS. You hereby represent, warrant and covenant unto Us that: (a) You intend,
subject only to the provisions of this Section 15, to remit to Us all sums due and to become due under each Lease for
the full Present Term; (b) Your governing body has appropriated sufficient funds to pay all payments and other amounts
due under each Lease during the first fiscal period applicable thereto; (c) You reasonably believe that legally available
funds in an amount sufficient to make all payments for the full Present Term of each Lease can be obtained; and (d)
You intend to do all things lawfully within Your power to obtain and maintain funds from which payments may be made,
including making provision for such payments to the extent necessary in each budget or appropriation request
submitted and adopted in accordance with applicable law. Notwithstanding the foregoing, the decision whether or not to
budget and appropriate funds is within the discretion of Your governing body. In the event Your governing body fails to
appropriate sufficient funds to pay all payments and other amounts due and to become due in Your next fiscal period,
You may, subject to the terms hereof, terminate the applicable Lease as of the last day of the fiscal period for which the
appropriations were received (an "Event of Non -appropriation"). You agree to deliver notice of an Event of Non -
appropriation at least 30 days prior to the end of Your then -current fiscal period, or if an Event of Non -appropriation has
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 64
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not occurred by that date, promptly upon the occurrence of any such Event of Non -appropriation and to return the
Equipment pursuant to Section 13 above on or before the effective date of termination. You and We understand and
intend that Your obligation to pay lease payments and other amounts due under each Lease shall constitute a current
expense and shall not in any way be construed to be a debt in contravention of any applicable constitutional or statutory
limitations or requirements concerning Your creation of indebtedness, nor shall anything contained herein constitute a
pledge of Your general tax revenues, funds or monies.
16. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the other representations,
warranties and covenants made by You as set forth in this Master Lease, You hereby represent, warrant and covenant
unto Us that: (a) You have the power and authority under applicable law to enter into this Master Lease and each
Lease Schedule and the transactions contemplated hereby and thereby and to perform all of Your obligations hereunder
and thereunder, (b) You have duly authorized the execution and delivery of this Master Lease and each Lease
Schedule by appropriate official action of Your governing body and You have obtained such other authorizations,
consents and/or approvals as are necessary to consummate this Master Lease and each Lease Schedule, (c) all legal
and other requirements have been met, and procedures have occurred, to render this Master Lease and each Lease
Schedule enforceable against You in accordance with their respective terms, and You have complied with such public
bidding requirements as may be applicable to this Master Lease and each Lease Schedule and the transactions
contemplated hereby and thereby, and (d) You or any other person who you control, own a controlling interest in, or
who owns a controlling interest in or otherwise controls You in any manner are and will remain off of any sanction -
related list of designated persons maintained by the U.S. Department of Treasury's Office of Foreign Assets Control of
successor or the U.S. Department of State. You hereby acknowledge that each of the representations, warranties
and covenants made by You in Section 16 and 16 and elsewhere in this Master Lease are being materially relied
upon by Us in purchasing the Equipment and entering into each Lease Schedule.
17. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT. To help the United States fight
the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account. What this means for you: When you open an
account, we will ask for your legal name, address, Tax ID#, and other information that will allow us to identify you. We
may also ask for copies of certified articles of organization, an unexpired government issued business license, a
partnership agreement or other documents that indicate the existence and standing of the entity.
Customer:
By:
Print name:
DO NOT SIGN THIS CONTRACT BEFORE YOU READ AND UNDERSTAND IT
LEASE SEEK LEGAL COUNSEL BEFORE SIGNING IF YOU HAVE QUESTIONS,
Accepted by Lessor:
Lessor)
Dale:_/_I_ 1 By:
(to be filled In by
Acceptance Date: __ 1 _ / _ (to be filled in by
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 65
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ATTACHMENT 2 - SHARP MAINTENANCE AGREEMENT
SHARD'
Cu
STONIER BILL TO INFORMATION
CUSTOMER NAME
ADDRESS
CITY STATE iIP CODE
BIWNG COMACT
PHONE
EMAILADDRf5S
NASPO CONTRACT NUMBER
PURCHASE ORDER NUMBER
CUSTOMER NAME
ADDRESS
CITY
STAT7.,,00,
smvicr CONTACT
PHONE
EMAI L ADDRESS
METER CONTACT
PHONE
EMAILADDRESS
MICAS CONTACT of AppE.1,ki
PHONE
EMAILAnnRrss
❑
MFP/PRINTERS ALL INCLUSIVE MAINTENANCE: (WITH SUPPLIES) Color and B & W Devices. Includes Labor, Parts and Supplies. (Does not include Paper or Stap€es)
❑
MFP/PRINTER MAINTENANCE (NO SUPPLIES INCLUDED): Color and B & W Devices. Includes Labor, Parts & Drums only
❑
PRINTER MAINTENANCE PLAN (NO SUPPLIES INCLUDED): Includes Labor and Parts only
❑
OTHER:
MODEL
NUMBER
SERIAL
NUMBER
CATEGORY
BASECHARGE
BILLING
FREQUENCY
IMaathlyar
quarterly)
CATEGORY
INCLUDED IMAGES
EXCESS
CHARGE
BILLING
FREQUENCY
(Menthlynr
qua nerlyl
STARTING
METER
BW
BW
COLOR
COLOR
COMMENTS/ SPECIAL
INSTRUCTIONSt
a
t have read and understand our obligations underthe terms and conditions and on the
attached Customer Care Maintenance Agreement Terms and Conditions pages 2-3. All oral
and other discussions are superseded by this Agreement. I understand all meter counts are
based on 8.5 X 11(minimum) single sided images
Sharp Aathoruatlon
DATE
AOTH0RRfBCM43MERPMNTE"AME
AUmORREDtDNUMERSIGNATLRE
DATE
RFP-NP-23-009, Multi -Function Devices and Related Software, Services and Cloud Solutions 66
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MAINTENANCE AGREEMENT
During the term hereof Sharp will arrange for a
designated Sharp Authorized Service Provider 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 Authorized Service Provider.
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 terms and conditions in the NASPO ValuePoint
Master Agreement ("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 Authorized Service
Provider. Maintenance services provided by the
Authorized Service Provider 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.
c) additional service calls or work that the
Customer requests to be performed outside
regular business hours.
d) removal, rebuilding or remanufacturing of
the equipment.
e) provision or replacement of consumable
supplies such as paper, toner, developer or
staples (unless included on the front side of
this Agreement).
2. GENERAL SCOPE OF COVERAGE This Agreement
covers both the labor and the material for adjustments,
repair and replacements of parts ("Maintenance") as
required by normal use of the equipment identified on
the front page of this Agreement ("Equipment").
Authorized Service Provider 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 Authorized Service Provider. Service
necessary to repair damage to the Equipment caused
by misuse, abuse, negligence, attachment of
unauthorized components, accessories or parts, use of
substandard paper or substandard supplies, other
causes beyond the control of Authorized Service
Provider or such causes which would void the
Equipment's warranty are not covered by this
Agreement. Any such repairs identified in the
proceeding sentence shall be separately billed to
customer and may lead to the termination of this
Agreement. In addition, Authorized Service Provider
may terminate this Agreement if the equipment is
modified, damaged, altered or serviced by personnel
other than the Authorized Service Provider Personnel,
or if parts, accessories, or components not meeting
machine specifications are added to the Equipment.
Maintenance shall not cover charges for repairs
needed as a result of Customer or third -party
modifications to software or hardware. Authorized
Service Provider reserves the right to assess
additional charges to resolve complex integration
issues.
3. MAINTENANCE VISITS 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, Monday through Friday except holidays
during the hours 9:00 AM to 5:00 PM. Preventative
maintenance for the Equipment will be provided as
determined by the Authorized Service Provider.
Remedial maintenance will be provided after
notification by the Customer that the Equipment is
inoperative. The response time for urban service
calls is an average of four (4) to six (6) hours. Calls
for outlying areas (60 to 120 miles from Authorized
Service Provider) will be responded to within one to
two business days. Maintenance visits requested for
holidays, weekends or after standard business hours
may result in additional charges for travel and labor
pursuant to Authorized Service Provider's standard
overtime rates in effect at the time of the
Maintenance visit. Authorized Service Provider will
not connect, disconnect, repair or otherwise service
non -Sharp approved attachments, components or
accessories. Customer is responsible for
disconnecting and reconnecting non -Sharp approved
attachments, components or accessories.
Maintenance performed during a Maintenance visit
includes lubrication and cleaning of the Equipment
and the adjustment, repair or replacement of parts
described below. Authorized Service Provider
reserves the right to exchange unit in certain
situations rather than service on site.
4. REPAIR AND REPLACEMENT OF PARTS All parts
necessary to the operation of the Equipment requiring
replacement due to normal wear and tear, subject to
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the general scope of coverage, will be furnished free
of charge during a service call.
5. MAJOR REPAIRS, REPLACEMENT, AND
UPGRADES Repairs and/or services that fall outside
the scope of this Agreement may be billed at the rates
outlined in the Master Agreement, with prior
authorization. This includes but is not limited to
abuselmisuse, alteration or modification, 3rd party
interference, use of non- standard supplies, usage
beyond recommended operating parameters, theft,
neglect, fire, water, casualty or other natural force.
Failure to authorize repairand/or services may result in
suspension or termination of this Agreement.
Addition or Removal of Equipment. Customer is
required to immediately notify Authorized Service
Provider upon installation of any additional equipment
at Customer's site capable of using Authorized
Service Provider supplied toner cartridges. Upon
installation, such equipment shall automatically be
covered by this Agreement and shall be considered
the Equipment for all purposes under this contract,
unless Authorized Service Provider determines the
new equipment is out of contract scope. Customer is
required to notify Authorized Service Provider of any
equipment changes or disposition (i.e. physically
moved or removed for retirement purposes, etc.). For
both additions and deletions to the Equipment,
Customer must submit a configuration report
generated from the printer to Authorized Service
Provider.
s. USE OF SUPPLIES Customer is obligated to use
Authorized Sharp approved supplies under this
Agreement. If, however, the Customer uses other
than Sharp approved supplies (other than paper) and
such supplies result, in Authorized Service Provider's
reasonable judgment, additional Maintenance, then
Authorized Service Provider may, at its option,
terminate this Agreement. If Authorized Service
Provider terminates this Agreement, Authorized
Service Provider may make service available on a
"Per Call" basis based upon Authorized Service
Provider's standard rates in effect at the time of
service.
7. SUPPLIES Consumable Supplies: If a supplies
inclusive option is selected, Authorized Service
Provider will provide toner for covered Equipment on
an as needed basis. Consumable supplies do not
include staples or paper. The consumable supplies
provided are intended to be used exclusively in the
covered Equipment. Customer bears the risk of loss
of unused supplies in the event of theft, employee
misconduct, fire or other mishap, while the supplies
are in the customer's possession.
s. PLACEMENT AND ELECTRICAL REQUIREMENTS
Customer shall be responsible to ensure that
Equipment is placed in a location that meets
manufacturer's requirements including space, power,
network, temperature and humidity. In orderto ensure
optimum performance of the Equipment, Customer
must comply with all Sharp required electrical
specifications, including but not limited to use of
designated circuit and outlets and required voltage
requirements, These power standards are required
by UL and/or local safety regulations.
s. INSTALLATION Physical installation, removal of
packing material and initial setup of Equipment will be
performed by Authorized Service Provider using
default configuration settings at the location specified
by Customer. Application of custom settings can be
requested prior to installation. Authorized Service
Provider reserves the right to assess additional
charges depending upon the extent of custom setup
requirements.
10. METER READINGS Customer is obligated to
provide meter reading(s) in a timely manner upon
request. If the Customer fails or refuses to provide the
meter reading in a timely manner, Authorized Service
Provider may estimate the meter based upon
historical meter readings. The estimated meter will
then be applied in the same manner as if the meter had
been supplied by the Customer and the Customer
agrees to pay any overage charges that may result
from the estimated meter reading. Once the actual
meter read is then provided by Customer, Authorized
Service Provider shall credit the customer for any
estimated meter reads that exceeded the actual meter
count.
11. TERM This Agreement shall become effective upon
Authorized Service Provider's receipt from Customer
of the initial maintenance charge, as set forth on the
first page of this Agreement, or for such Customers
that are to be billed in arrears, upon the date indicated
in the "Start Date" portion of the first page of this
Agreement. The term of this Agreement shall be as
specified on the face page of this Agreement. For
leased Equipment, the term of the Maintenance
Agreement therefor shall be equal to the term of the
lease. For purchased Equipment, the term of the
Maintenance Agreement shall be as specified on the
related Order. Maintenance Agreements shall not be
subject to automatic renewal; if you desire to renew a
Maintenance Agreement, the pricing during the
renewal term shall be as determined pursuant to the
Master Agreement.
In the event that Customer reaches or exceeds the
allowance, as specified on the first page of this
Agreement, prior to the expiration of the initial term, or
any renewal term under this Agreement, Customer
hereby agrees to pay Authorized Service Provider the
excess meter rate, as outlined in the Master
Agreement at the time this Maintenance Agreement
was executed.
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12. EVENT OF DEFAULT AND TERMINATION The
Customer's failure to pay any amount due under this
Agreement, or breach of any other obligation herein
shall constitute an Event of Default. Upon an Event of
Default, Authorized Service Provider may, in its
discretion take any one or more of the following
actions: (i) cease performing all Maintenance or any
other services under this Agreement; (ii)furnish
Maintenance or service upon a prepaid, "Per Call"
basis; andlor (ill) terminate this Agreement. Customer
shall be obligated to pay any amounts due and owing
to Authorized Service Provider within (10) ten days of
the expiration or termination of this Agreement.
Customer, upon payment of all such amounts due,
shall thereafter have no further liability or obligation to
Authorized Service Provider whatsoever for any
further fees or expenses arising hereunder. In the
event Authorized Service Provider terminates this
Agreement because of the breach of Customer,
Authorized Service Provider shall be entitled to
payment for work in progress plus reimbursement for
out-of-pocket expenses.
13. ENTIRE AGREEMENT The foregoing terms and
conditions and those contained in the Master
Agreement, as well as the Master Agreement price
lists described herein constitute the entire agreement
between Authorized Service Provider and Customer
with respect to its subject, in addition to additional
terms and conditions in Customer's purchase orders
or other documents of Customer. All other prior
agreements, proposals, and understandings with
respect to the subject matter of this Agreement are
merged herein, and there are no promises, terms,
conditions or obligations with respect thereto other
than those contained herein. This Agreement may be
amended only by written instrument executed by both
parties.
14. ASSIGNMENT This Agreement is not assignable.
Any attempt to assign or transfer rights, duties or
obligations hereof is void.
la. COUNTERPARTS AND ELECTRONIC
SIGNATURES This Agreement may be executed in
several counterparts, each of which shall be deemed
to be an original and all of which together shall
constitute one Agreement binding on all parties
hereto, notwithstanding, that all the parties have not
signed the same counterpart. A faxed or electronic
signature of this Agreement bearing authorized
signatures may be treated as an original.
1s. GOVERNING LAW This agreement shall be
governed by, and construed according to, the
domestic laws of the state in which the equipment is
located.
17. LIMITATION OF LIABILITY To the extent permitted
by Law, in no event shall Authorized Service Provider
be liable to Customer for any special, incidental,
consequential, or indirect damages, loss of business
profits, business interruption, loss of business
information arising out of the inability to use the
Equipment. The Customer acknowledges that the
Maintenance provided by Authorized Service Provider
is for the mechanical maintenance of the Equipment
only, and that this Agreement does not cover any
software, networking or any other connectivity or
functionality maintenance, services, or support.
18. FORCE MAJEURE Authorized Service Provider
shall not be liable to Customer for any failure or delay
caused by events beyond Authorized Service
Provider's control, including, without limitation,
Customer's failure to furnish necessary information;
sabotage; failure or delays in transportation or
communication; boycotts; embargoes; failures or
substitutions of equipment; labor disputes; accidents;
shortages of labor, fuel, raw materials, machinery, or
equipment; technical failures; fire; storm; flood;
earthquake; explosion; acts of the public enemy; war;
insurrection; riot; public disorder; epidemic;
quarantine restrictions; acts of God; acts of any
government or any quasi -governmental authority,
instrumentality or agency.
19. INSURANCE If the Customer is leasing the
equipment, the Customer shall obtain and maintain,
at its own expense, insurance relating to claims for
injury and/or property damage (including
commercial general liability insurance) based on its
use of the equipment, goods and machinery.
Customer's insurance shall provide coverage on a
primary and noncontributory basis.
20. MISCELLANEOUS Customer is advised to contact
Authorized Service Provider prior to updating or
changing any application software or operating
system. Additional loading of other drivers, utilities,
security updates, anti -virus, or other programs to
existing workstations/servers that causes Authorized
Service Provider supported products to malfunction is
not covered under this Agreement and will be billed at
the current hourly rate. It is the responsibility of the
client to perform all necessary backups on the PC or
Network prior to any installation or update.
Authorized Service Provider bears no responsibility
for any damages, data or productivity loss from said
PC or Network Devices. Derivative Works:
Customer shall not (i) modify, copy or create
derivative works based on any Authorized Service
Provider Software: (ii) frame or mirror any content
forming part of the Software or Services, other than
on Customer's own intranets or otherwise for its own
internal business purposes; (iii) reverse engineer the
Authorized Service Provider Software. Solution
integration with print output devices covered under
this or another agreement may be affected by existing
Customer software, configuration changes or other
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 69
DocuSign Envelope ID: CE9EDE21-548&4156-BDF8-8383AOFC97DO
network environment issues. Authorized Service
Provider reserves the right to assess additional
charges to resolve complex integration issues,
including situations where the solution was initially
provided by Authorized Service Provider.
21. LEGACY EQUIPMENT For Legacy Equipment which
is not previously under a continuous maintenance
agreement, Authorized Service Provider may need to
confirm the Equipment is in good working condition
before establishing a Maintenance Agreement.
Equipment inspection may be required to bring the
Equipment to proper operating standards. The labor
and parts associated will be billed based upon a
quote which will be provided to the Customer for
approval before work begins. Maintenance rates for
equipment installed less than 5 years will not exceed
the Master Agreement pricing. For devices installed
more than 5 years, pricing will not exceed 120% of
the Master Agreement pricing.
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 70
DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383AOFC97D0
ATTACHMENT 3 — SHARP SAMPLE MPS STATEMENT OF WORK
Agency/Customer:
Contractor:
Contact Name:
Contact Name:
Address:
Address:
Email:
Email:
Phone:
Phone:
Fax:
Fax:
Contractor
website:
Print Assessment
Period of
Date:
Performance:
Statement of Work must incorporate the following documents:
NASPO ValuePoint Master Agreement #
[Imbed document
here]
Participating Addendum #
[Imbed document
here]
Contractor's Print Assessment
[Imbed document
here]
Statement of Work, at a minimum, must include the following elements:
1. Introduction:
Describe your current environment. What is your inventory, including owned, rented, or leased Devices
2. Scope:
Include Project scope (i.e. single function, multi function printers etc.) and software
3. Out of Scope:
This Project does not cover the following functions or deliverables:
4. Objective:
The main objective of this project is:
System and procedures will be set up to allow:
S. Location:
Enter all physical locations of where work will be performed
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 71
DocuSign Envelope ID: CE9EDE21-548B-4156•BDFB-8383AOFC97D6
6. Discovery/Assessment:
Contractor will be required to discover/assess Purchasing Entity print environment as described below:
Deliverables:
Describe the deliverables for Discovery/Assessment
Checkpoints:
Describe the checkpoints for Discovery/Assessment
7. Data Security
Include description of data security requirements
B. Data Breach
Describe any data breach requirements
9. Equipment Guarantees
Describe downtime, on -site service, response time etc. (Note: this section must, at a minimum, adhere to the
some requirements as outlined in the Master Agreement and/or Participating Addendum)
10. End of Life/Equipment replacement
Insert description of end of life/equipment replacement process
11. Implementation:
Deliverables:
Describe the deliverables for Implementation
Checkpoints:
Describe the checkpoints for Implementation
User Acceptance Testing:
Describe User Acceptance Testing for Implementation
Production Rollout:
Describe the Production Rollout for Implementation
12. Contractor Staff and Support
Describe Contractor staff roles and their availability
13. Purchasing Entity Roles and Responsibilities
Insert description of Purchasing Entity Roles and Responsibilities including:
Contacts:
Project Manager
End -User Representative
System Administrator
Technical Support
General and Technical Responsibilities:
Insert description of Purchasing Entity Roles and Responsibilities
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 72
DocuSign Envelope ID: CE9EDE21-548B-4156-BDF8-8383AOFC97D0
14. Performance Penalties
Insert description of Contractor Performance Penalties
15. Payment
Describe billing cycles and invoice information
This Agreement is entered into by and between the [Purchasing Entity], located at [Agency address] and
[Contractor] licensed to conduct business in the State of ("Contractor"), located at [Contractor
address] for the purpose of providing Managed Print Services.
The signatories to this Managed Print Services Agreement represent that they have the authority to bind their
respective organizations to this Agreement.
In Witness Whereof, the parties hereto, having read this Managed Print Services Agreement in its entirety,
including all attachments, have executed this Agreement.
This Agreement is effective this _day of _ 2_
Initial term of this Agreement is year(s) or until
Maximum term of this Agreement is five (5) years, or until
Contractor Signature
Date
Purchasing Entity Signature
Date
Contractor Printed Name, Title
Purchasing Entity Printed Name, Title
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 73
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-24-70-46.07
Multi -Function Devices and Related Software, Services, and Cloud Solutions
Colorado NASPO ValuePoint Master Agreement Number 188627
Sharp Electronics Corporation (Contractor)
This Participating Addendum Number 7-24-70--46-07 is entered into between the State
of California, Department of General Services (hereafter referred to as "State" or " DGS")
and Sharp Electronics Corporation (hereafter referred to as "Contractor") under the lead
state of Colorado NASPO ValuePoint Master Agreement Number 188627.
1. SCOPE
A_ This Participating Addendum covers the purchase of Multi -Function Devices and
Related Software, Services, and Cloud Solutions under the Colorado NASPO
ValuePoint Master Agreement. The Colorado NASPO ValuePoint Master
Agreement is hereby incorporated by reference. Product/service categories
included under this Participating Addendum are identified in Section 5 (Available
Products and Services).
B. This Participating Addendum is available for use by California state agencies and
local governments. A local government is defined as any city, county, city and
county, district, or other local governmental body, school district or corporation
empowered to expend public funds. The State Agency Listing
(https://www.ca.gov/agenciesall/) provides a comprehensive list of state
agencies.
C. Each local government is to make its own determination whether this
Participating Addendum and the Colorado NASPO ValuePoint Master Agreement
are consistent with its procurement policies and regulations.
2. TERM
A. The term of this Participating Addendum shall begin August 1, 2024, or upon
signature approval by the State whichever occurs later, and will end July 31,
2026, or upon termination by the State, whichever occurs first.
B. Lead state amendments to extend the NASPO ValuePoint Master Agreement
term date are not automatically incorporated into this Participating Addendum.
Extension(s) to the term of this Participating Addendum will be through a written
amendment upon mutual agreement between the State and the Contractor.
C. Order placement and execution shall be on or before the expiration of this
Participating Addendum. However, delivery of products or completion of services
may be up to 120 days after the Participating Addendum expiration date.
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Participating Addendum 7-24-70-46-07
3. TERMS AND CONDITIONSIIN CORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and
made a part of this Participating Addendum as if attached herein and shall apply
to the purchase of goods or services made under this Participating Addendum.
1) General Provisions — Information Technology (DGS PD-401 IT), effective
6/21/2022
2) General Provisions — Information Technology — Cloud Computing — Software
as a Service (SaaS), effective 6/21/2022
3) Cloud Computing Special Provisions for Software as a Service (SaaS),
effective 03115/2018.
B. Terms can be viewed on the DGS Procurement Division website
(httpsJlwww.dgs.ca.gov/P D/Resou rces/Page-Content/Procurement-Division-
Resources-List-Folder/Required-Language-for-Solicitations-and-Contracts).
4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions
which constitute this agreement, the following descending order of precedence
shall apply:
1) California Participating Addendum Number 7-24-70-46-07
2) Colorado NASPO ValuePoint Master Agreement Number 188627
5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Colorado NASPO
ValuePoint Master Agreement Number 188627 are allowed under this
Participating Addendum:
Products and Services:
■ Group A — Multi -Function Devices, A3 — OEM only
■ Group B — A4 Multi -Function Devices — OEM and Non -OEM
■ Group D — Single -function Printers — OEM and Non -OEM
■ Group F — Scanners -- OEM and Non -OEM
■ Group G — Software — OEM and Non -OEM
■ Group H — Consumable Supplies — OEM and Non -OEM
■ Group I — Managed Print Services
■ Sub -Group G1 — Software Related Services
■ Sub -Group D1 - Specialty Printers (3D, receipt, barcode label, card, cable)
— OEM and Non -OEM
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Participating Addendum 7-24-70-46-07
6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES (STATE
AGENCIES ONLY)
A. The following restrictions apply to state agency purchases under this
Participating Addendum:
1) Leasing and Rental
2) Products:
a) Remanufactured Equipment
b) Imaging equipment that is not Energy Star certified
c) Software containing "click wrap" agreements
d) Not Specifically Priced (NSP) items not listed or priced in the NASPO
ValuePoint Master Agreement Price Lists
3) Services:
a) Mail Room Services
b) Network and Data Security
c) Records Management
B. Product and service categories that are available on mandatory California
statewide contracts cannot be purchased from this Participating Addendum by
state agencies without an exemption. State agencies are responsible for
obtaining a mandatory statewide contract exemption from DGS prior to issuing a
purchase order.
7. PRICING
A. Contractor's pricing is outlined in the Colorado NASPO ValuePoint Master
Agreement Number 188627,
B. Contractor shall notify the State Contract Administrator of any amendments and
pricing adjustments approved and executed by the state of Colorado.
8. AUTHORIZED RESELLERS
A. Contractor may use State -approved Authorized Resellers under this Participating
Addendum for sales and service functions as defined herein.
1) Authorized Resellers must accept purchase orders and accept payment from
ordering agencies for products and services offered under this Participating
Addendum.
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Participating Addendum 7-24-70-4.6-07
2) Authorized Resellers are responsible for sending a copy of all purchase
orders and invoices to the Contractor for compliance with quarterly usage
reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the
Participating Addendum Number and Contractor Name.
B. Contractor shall be responsible for successful performance and compliance with
all requirements in accordance with the terms and conditions under this
Participating Addendum, even if work is performed by Authorized Resellers. All
State policies, guidelines, and requirements shall apply to Authorized Resellers.
C. Contractor will be the sole point of contact with regard to Participating Addendum
contractual matters, reporting, and administrative fee requirements.
D. Subject to the approval of the State, Authorized Resellers may be added on a
quarterly basis during the term of the Participating Addendum. Contractors shall
notify the State in writing of any deleted Authorized Resellers or changes to
current Authorized Resellers' information at any time.
E. Contractor will be required to submit Authorized Reseller requests, in a format
specified by the State, to the State Contract Administrator for approval-
F. State -approved Authorized Resellers will be posted on the State's Cal eProcure
website.
9. SUBCONTRACTORS
Subcontractors will not be used for this Participating Addendum.
10.ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is
optional.
B. State agencies and local governments must follow the ordering procedures
outlined within the User Instructions guide, administered by the State Contract
Administrator, to execute orders against this Participating Addendum. User
Instructions are posted on the State's Cal eProcure website.
C. All purchase orders executed under this Participating Addendum shall include the
Participating Addendum Number 7-24-70-46-07.
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11.STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within the eleven product
categories in the California Department of Resources Recycling and Recovery's
State Agency Buy Recycled Campaign (SABRC) per Public Contract Code
sections 12200-12217.
B. Contractor will be required to complete and return a Postconsumer Recycled -
Content Certification form
(httpsalcalrecycle. ca.govlbuyrecycledlstateagency/vendored/form74guidel) upon
request by the state agency.
12. DELIVERY
A. Delivery shall occur within thirty (30) days after receipt of order, or as negotiated
between ordering agency and Contractor and included in the purchase order, or
as otherwise stipulated in the NASPO ValuePoint Master Agreement.
B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the
ordering agency's receiving point.
13.INVOICING AND PAYMENT
A. Payment will be made in accordance with General Provisions — Information
Technology Paragraph 30 (Required Payment Date),
B. Invoices shall be sent to the address identified in the ordering agency's purchase
order. The Participating Addendum Number and ordering agency purchase order
number shall appear on each invoice for all purchases placed under this
Participating Addendum.
C. Contractor will accept the State of California credit card (CAL -Card) for payment
of invoices.
14. USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract
Administrator for all California entity purchases using the report template
attached hereto as Attachment A. The report is due even when there is no
activity_
B. The State Contract Administrator reserves the right to modify Attachment A and
require Contractor to provide additional order information during the course of
this Participating Addendum.
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Participating Addendum 7-24-70-46-07
C_ The report shall be an Excel spreadsheet transmitted electronically to the DGS
Cooperatives mailbox (PDCooperatives@dgs.ca.gov).
D. Any report that does not follow the required format or that excludes information
will be deemed incomplete. Contractor will be responsible for submitting
corrected reports within five (5) business days of the date of written notification
from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
F. Reports are due for each quarter as follows;
Reporting Period
Due Date
January 1 to March 31
April 30
April 1 to June 30
July 31
July 1 to September 30
October 31
October 1 to December 31
January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis
shall constitute grounds for suspension of this Participating Addendum.
H. Time extensions may be approved only if all due reports have been submitted to
the State.
15.ADMINISTRATIVE FEE
A. Contractor is required to remit to DGS an administrative fee amount equal to
1.25% of the sales for the quarterly reporting period less freight, taxes, returned
products and credits. (For example, if the net sales for the reporting quarter totals
$100,000.00, the incentive fee due to DGS would be $1,250.00.)
B. The administrative fee shall not be included as an adjustment to Contractor's
NASPO ValuePoint Master Agreement pricing.
C. The administrative fee shall not be invoiced or charged to the ordering agency.
D. Payment of the administrative fee is due irrespective of payment status from
ordering agencies.
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Participating Addendum 7-24-70-46-07
E_ Payment may be made in the form of an electronic payment using the LPA
Payment Portal website (https://www.dgs.ca.gov/PD/Services/Page-
ContentlProcurement-Division-Services-List-Folder/Access-LPA-Payment-Ports 1)
or by submitting a check payable to the State of California, Department of
General Services.
F. Administrative fee payments made by check must include the Participating
Addendum Number on the check and be submitted to the following address:
Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
G. Administrative fee payments are due for each quarter as follows:
Reporting Period
Due Date
January 1 to March 31
April 30
April 1 to June 30
July 31
July 1 to September 30
October 31
October 1 to December 31
January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis
shall constitute grounds for suspension of this Participating Addendum,
16.CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall
be as follows:
Contractor
Contract Manager
Name:
Sharp Electronics Corporation
Phone:
(714) 371-8214
Email
williamsau(ar,,sharpsec.com
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Participating Addendum 7-24-70-46-07
Contractor
Contract Manager
Address:
Sharp Electronics Corporation
Attn: Laurie Williams
100 Paragon Drive
Montvale, NJ 07645address>
B. Tha State Contract Administrator for this Participating Addendum shall be as
follows:
State
Contract Administrator
Name:
Yolanda Tutt
Phone:
(279) 946-8401
Email
yolanda.tuttQggs.ca.gov
Address:
State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Should the contact information for either party change, the party will provide
written notice with updated information no later than ten (10) business days after
the change.
17.TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon thirty (30)
days prior written notice to the Contractor. Upon termination or other expiration of
this Participating Addendum, each party will assist the other party in orderly
termination of the Participating Addendum and the transfer of all assets, tangible,
and intangible, as may facilitate the orderly, non -disrupted business continuation of
each party. This provision shall not relieve the Contractor of the obligation to perform
under any purchase order or other similar ordering document executed prior to the
termination becoming effective.
18.AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be
valid unless made in writing, signed by the parties, and approved as required_ No
oral understanding or agreement not incorporated in the Participating Addendum is
binding on any of the parties.
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19. NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social
media content pertaining to this Participating Addendum shall not be made without
prior written approval from the State.
20. EXECUTIVE ORDER N-6-22 — RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the
EO) regarding Economic Sanctions against Russia and Russian entities and
individuals. "Economic Sanctions" refers to sanctions imposed by the U.S.
government in response to Russia's actions in Ukraine, as well as any sanctions
imposed under state law. The EO directs state agencies to terminate contracts with,
and to refrain from entering any new contracts with, individuals or entities that are
determined to be a target of Economic Sanctions_ Accordingly, should the State
determine Contractor is a target of Economic Sanctions or is conducting prohibited
transactions with sanctioned individuals or entities, that shall be grounds for
termination of this Participating Addendum. The State shall provide Contractor
advance written notice of such termination, allowing Contractor at least thirty (30)
calendar days to provide a written response. Termination shall be at the sole
discretion of the State.
21.GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING
The State of California seeks to realize the potential benefits of GenAl, through the
development and deployment of GenAl tools, while balancing the risks of these new
technologies.
Upon request by an ordering agency, Contractor must complete a GenAl Reporting
and Fact Sheet (STD 10001 to identify if their solution or service includes, or makes
available, any GenAl including, GenAl from third parties or subcontractors_
During the term of the contract, Contractor must notify the State in writing if their
services or any work under this contract includes, or makes available, any previously
unreported GenAl technology, including GenAl from third parties or subcontractors.
Contractor shall immediately complete the GenAl Reporting and Factsheet (STD
1000) to notify the State of any new or previously unreported GenAl technology.
At the direction of the State, Contractor shall discontinue the use of any new or
previously undisclosed GenAl technology that materially impacts functionality, risk or
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Participating Addendum 7-24-70-46-07
contract performance, until use of such GenAl technology has been approved by the
State.
Failure to disclose GenAl use to the State and submit the GenAl Reporting and
Factsheet (STD 1000) may be considered a breach of the contract by the State at its
sole discretion and the State may consider such failure to disclose GenAl and/or
failure to submit the GenAl Reporting and Factsheet (STD 1000) as grounds for the
immediate termination of the contract. The State is entitled to seek any and all relief
to which it may be entitled to as a result of such non -disclosure.
The State reserves the right to amend the contract, without additional cost, to
incorporate GenAl Special Provisions into the contract at its sole discretion and/or
terminate any contract that presents an unacceptable level of risk to the State.
If Contractor identifies GenAl in their solution, a copy of the STD 1000 must be
submitted to the State Contract Administrator.
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22.AGREEMENT
A. This Participating Addendum and the Master Agreement together with its
exhibits and/or amendments, set forth the entire agreement between the parties
with respect to the subject matter of all previous communications,
representations, or agreements, whether oral or written, with respect to the
subject matter hereof. Terms and conditions inconsistent with, contrary or in
addition to the terms and conditions of this Participating Addendum and the
Master Agreement, together with its exhibits and/or amendments, shall not be
added to or incorporated into this Participating Addendum or the Master
Agreement and its exhibits and/or amendments, by any subsequent purchase
order or otherwise, and any such attempts to add or incorporate such terms and
conditions are hereby rejected. The terms and conditions of this Participating
Addendum and the Master Agreement and its exhibits and/or amendments shall
prevail and govern in the case of any such inconsistent or additional terms.
B. By signing this Participating Addendum, Contractor agrees to offer the same
products/services available on the Colorado NASPO ValuePoint Master
Agreement Number 188627 at prices equal to or lower than the prices on that
agreement.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of
the date of execution by both parties below_
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Sharp Electronics Corporation
Agency Name Contractor Name
Julie Digitally signed by Julie r
Matthews g11/2024 / /
Matthews ��lnn2Q24O8Q11D:20:47 /�l/I/ 7/31/2024
Authorized Signature Date Signed
Julie Matthews, MAU2 Supervisor
Printed NomelTitle of Person Signing
Authorized Signature Date Signed
Mike Marusic
Printed Name/Title of Person Signing
707 Third Street 100 Paragon Drive
West Sacramento, CA 95605 Montvale, NJ 07645
Address Address
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