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Contract 2022-164ADocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D AGREEMENT No. 2022-164 COPIERS AND MANAGED PRINT SERVICES THIS AGREEMENT, is made and entered into this 13th day of December 2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and KONICA MINOLTA BUSINESS SOLUTIONS USA INC., whose address is: 100 Williams Drive, Ramsey, NJ 070446, (hereinafter referred to as "CONTRACTOR"). WHEREAS, NASPO through the public procurement process awarded an Agreement for, Copiers and Managed Print Services Contract Number 140597; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the NASPO Contract Number 140597; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish copiers & managed print services as described in the NASPO Contract Number 140597, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until July 31, 2024 unless terminated or renewed by NASPO. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Piggyback Agreement 2022-164 Copiers and Managed Print Services assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. Early termination charges per NASPO Contract Number 140597 still apply. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in NASPO Contract Number 140597 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Piggyback Agreement 2022-164 Copiers and Managed Print Services 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION, GOVERNING LAW, AND VENUE Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives all privileges and rights relating to venue it may have under Chapter 47, F.S., and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liabilitv Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: 2 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Piggyback Agreement 2022-164 Copiers and Managed Print Services A. CONTRACTOR'S Commercial General Liability, $1,000,000 Each, ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall provide coverage on a claim basis. 7.3. Indemnification Rider To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and reasonable attorney's fees, arising from or relating to any third party claims that the equipment and/or products leased or purchased under this agreement ( "Products") violate or infringe a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. Notwithstanding the foregoing, Contractor shall have no liability for any claims which are attributable to: (a) any modification or alteration of the Products made by any party other than Contractor; or (b) any combination of the Products with or any use of the Products with other products, parts, accessories or consumables manufactured by any party other than Contractor; or (c) specifications, designs, standards or instructions provided to Contractor by Customer; or (d) any other cause or reason not attributable to Contractor The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting As a condition of this indemnification, the Customer may will provide the Contractor (1) prompt written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Piggyback Agreement 2022-164 Copiers and Managed Print Services A. CONTRACTOR: Konica Minolta Attn: Valarie Rock 1595 Spring Hill Road, Suite 410, Vienna, VA 22182 A. OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street, Clermont, FL 34711 9. MISCELLANEOUS 9.1. Waiver The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.2. Modification and Severability The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid. 9.3. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.4. Entire Agreement This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.5. Assignment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 9.6. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Piggyback Agreement 2022-164 Copiers and Managed Print Services 9.7. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9.8. Public Records Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. E. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. 10. AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. The State of Florida Participating Addendum and all Amendments; B. State of Florida Exhibit A Additional Special Contract Conditions; C. State of Florida Exhibit B Special Contract Conditions; DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Piggyback Agreement 2022-164 Copiers and Managed Print Services D. NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits; E. This Agreement; F. Purchase Order / Notice to Proceed; G. The Solicitation, RFP-NP-18-001, Copiers and Managed Print Services; H. The Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and L The Contractor's Supplemental Documents, including all Attachments. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 8th day of February 2023. CITY OF CLERMONT —DocuSigned by: Tim Murry, Mayor ATTEST: IT7 DocuSigned by: � �e,9P &44,ayQ H4*e 3AB-TF-34-905-&344 ^ ... Tracy Ackroyd Howe, City Clerk 0 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D KONICA MINOLTA BUSINESS SOLUTIONS USA INC DocuSigned by: �V'tSft,ln, �.G�t,ln.ln.a By: �g (Signature) Print Name: Kristen McKenna Title: Director, Government Contracts Date: 2/9/2023 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D NASPO ValuePoini NASPO ValuePoint Master Agreement Terms and Conditions For Copiers and Managed Print Services A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration State Purchasing & Contracts Office 1525 Sherman Street, 3' Floor Denver, Co 80203 And Konica Minolta Business Solutions USA Inc. 100 Williams Drive Ramsey, NJ 07446 Master Agreement Number: 140597 Page 1 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 000uoignEnvelope ID: 44ao1msE-5o4A-4E1s-97oF'BrE0000Ecy10 TABLE OF CONTENTS L NASpO VALOE9OUNTMASIERAGREEMENT OVERVIEW ....................................................................... 4 1.L Pumfes--...... .......................................................... ____,,,.___,',,,.,.,',.,.,,,,_____________,',__4 1.2. Effective Doc ......................................................................................................................... 4 -----........... 1.3. Mumcr Agreement Order of .................. --.......................................................... —.~,4 U/k Term ufthis ----------.--,,,,,',,..,.,.,,,.,--.~------------,.,� 2. 0EFINT7N]NS'----- ____................ I NAS9O VALUEPOINT PROGRAM PROVISIONS ............ ------.................................................. ---io 3.1, Price and RaicGumrantee PoHm6............................... --- .............. —.......... —,........................................... 10 3.2- lartic|pants and Suopx—..... -..... ........................ -................ -----.,.,.,.,—,.,...,.-..--......... ....... 11 3.3. Administrative Foes ......... ------'—'—,—,.,.,,,.,.,.,~--..................... ---,.`,.,.,.,.,..,.,..,...,.------.|� 3.4~ Y4ASPU Valwe9nimSummary and MW|pdDW Rwpw#o--............ ---.................. ..,.,..—.---14 3.5. Y4A3POVoUuePmimCooperative ProgvnmMur#dwg and Performance Rcview--... ,........................... 15 16. Y4ASPOVuUue9ninneNlu,het Center—,----,',.,',',,.,,,..—,~— .................... ----_,....................... --'1� 17 Ri4&u»NbHA........... ................. .......... --'--.......................... ---- ........... ------.................... XG 1.8 Ind ividtialCmtomern.............................. --__—........... ,.,..,.',,.,~.......................... --...................... U� 4. STA1'EmGWOFWORK ....... -... —............ -------�-............... --....................... .................. .-,.,—.UN 4.1. C)vervicvv--....... ,.,,',,.,',............................................ ....... ,...................................................... __,�� 4.2. AmmhorizmdNnkrn.................. .......... .................... ---..... ,.... ........................... ---'---'---'�g 4.3, Pnodwct Offer|mgm----,',,,.,,,.,,.,..,.,.,.................................. -_'--.,—,—,—,.,.,.,..,.--.............. ---.2R 4A, Service {>fferim@s---.,'-,,,.,.,.,—,...,.................................. ------,.,—,.-,.,.,.,.,.,.,.—.---------.2� 43, Purchase. Lease, and Rrnmd................ .......... --- ,—,-,,',.,'~........... --- ........... 33 4.6. Security Rcqu|oomeots--_,--,—,........................................... .......... ------,...................... ............... 3& 4.7- Equipment 0emnmonium8egu|monnewWu,.,.,.,.,........................................... -----..,—,.,.,.,.,.,.,.,---..3� 4.9~ Shipping and Delivery Requirements ................................... --- .................. ---- ..... ,..................... ...... 40 49� E4uipmeal Umoo8lwviwn---,,,.,,,.,.,.,~—,—....................... --............................ 41 4'10. Inspection and. Acceptance ...... ----.—....................... ,.,',~—,~~............................ ------,—,',.,..',..4� 4AA.Warranty Ri:qwirewxns.---................ ------............... ,...................................... ---_,_,__,.4� 4.11 CuuuomrService .,.,~..,.................... --------.---.......................... ------------_',',,,,.�4 5. ADMINISTRATION OF ORDERS ................................... ---,,,',—......... ,.......................................... --_-,.44 5. 1. Ordering and Invoicing Specifications .................... ....... --- .............................. ----------___,.44 5.2. Pxynnnno... --- ...... .................................................... ............ --- ... ,—......................... .......................... A7 6. GENERAL PROVISIONS ............................................................ -----....................... --- .................... .'47 6.1. Knnwvumne................ ... ----,—..................... --........................ ........ --- ....................... ........................... 47 62, Records AdmnimiouumimmmmdAudit .................... --......................... ---........................ --- .................. 48 6.3. CopNdent|mUty, Nmm-D1m:imuumx.uW1 'moai*e ReUef—................................. _,—........................ ---49 6.4. License of Pre -Ex hnngIntellectual Fnumerty.,.,.... ..,.--............................. ----.......................... —.M 6.5' Public ln(owanatimn.................. --- _,.,'.,,,.,,,,,.,,.,.,.,.,.,.,,,,.,,,..................... ____,,,,._.,,,,.,,,,,,.,.50 -_- ,~_g~.~-~~~~~~~.,.~_,~......................................................................... ......... -----.......................... 5" 6,7. Chnm&*�simCmmmowrRepvemc,wowimm.................. .--,,.,',,,~.,.,.~..,.,~~~~~----...... ---- ......... ,.,—,..�0 PaW 2 of94 onp�ar-; &wanoAowPhn� Sfl rviccm npP-NP-10-W1.NuSPOVal v*p*wMantiarAureamvnl:Tanmnmrsd Comdltlpmw CN6# 1405or DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 6.9. Force Majeure ........................................................................................ ....... . .................................. — ......... 51 6.10, Defaults and Remedios — ..................................... .......................................... ................................ 6.11. Waiver of Breach......................................................... __52 6,11 Debument ............................................................ __ ............................................ .................................. 32 6,13. [Wemnification ....... ... . . ................................................................................ 6-14. No Waiver of Sovereign. Immunity ................................... ....................................... 6.15, Govming Low and Venue—____—, .............. ... . ................................ 6.16. Assignment of Anil ii:rusl Rights .. ................................................................................... ............................... 53 & 17. Cai►imt Ptovision s for Orders U61 izi ag Federal Fu ods ............................................................................. 53 EXHIBIT A, PRICE LISTS ......................... . . . ...... I ......................... EXHIBrF B, SAMPLE D&A CERTIFICATE ................... — ............................................................ — ................ EXHIB IT C, AUTHORIZED DEALERS BY STATE ............................... ____ ............... EXHIBIT D, AUTHORIZED DEALER FORM ................................... EXHIH IT E. NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE ...... __ .............. ........... W ATTACHMENT A, KONICA MASTER PREMIER ADVANTAGE AGREEMJF_NT ......................... __ ............... 61 ATTACHMENT B. KONICA MASTER PREMIER ADVANTAGE SCHEDULE....,.....— .....................................63 ATTACHMENT C, KONICA MASTER PREMIER LEASE AGREEMENT.- .......... ______64 ATTACHMENT D. KONICA MASTER PREMIER LEASE SCHEDULE .... ............ ___ .. . ............................ ___66 ATTACHMENT E, KONICA STANDARD MAINTENANCE TERMS AND CON DFFIONS - SCHEDULE A - A7 ATTACHMENT F, KONICA SAMPLE MPS STATEMENT OF WORK ...................... — .................................... _71 ATTACH M ENT G. KONICA CUSTOMER EXPECTATION GUIDE SOLUT70NS S U PPORT .......... -.1.1.1.....1-80 ATTACHMENT H, KONICA HARD DRIVE DISPOSAL OPTIONS ................. .......................... 84 ATTACHMENT 1, KONICA M FP HARD DRIVE SECURE DISPOSAL TERMS AND CONDITIONS...............87 ATTACHMENT J. KONICA SITE AGREEME14T ........................ ....... ... ___ ................... _89 ATTACHMENT K, SOFTWARE END USER LICENSE AGREEMENTS .... ................ ............ __ .... . . .......... __94 Page 3 of 94 Copiers & Managed Print Services - A FP-NP-1 8-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW 1.1. Parties This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the "Lead State"), and Konica Minolta Business Solutions USA Inc. (hereinafter called "Contractor"), for the procurement of A3 MFD's, A4 MFD's, Production Equipment, Single -function Printers, Large/Wide Format Equipment, Scanners, Software, Supplies, Managed Print Services, and other Products and Services as approved per this Master Agreement, for the benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and the Lead State hereby agree to the following terms and conditions. 1.2. Effective Date This Master Agreement shall not be effective or enforceable until the date on which it is approved and signed (hereinafter called the "Effective Date") by the Colorado State Controller or designee. 1.3. Master Agreement Order of Precedence 1.3.1. Any Order placed under this Master Agreement shall consist of the following documents: a) A Participating Entity's Participating Addendum ("PA"); b) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits; c) An Order issued against this Master Agreement; d) The Solicitation, RFP-NP-18-001 Copiers and Managed Print Services; e) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and f) Contractor Supplemental Documents, including all Attachments. 1.3.2. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and shall be incorporated into this Master Agreement. 1.4. Term of this Master Agreement 1.4.1. Initial Term -Work Commencement. The Parties' respective performances under this Master Agreement shall commence on the Effective Date or August 1, 2019, whichever occurs later. This Master Agreement shall terminate on December 31, 2021, unless terminated sooner, as specified in §6.10, Defaults and Remedies, or extended further as specified in §1.4.2 below. 1.4.2. Extension of Agreement. This Master Agreement may be extended beyond the original Contract period for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of this Master Agreement, including any extensions, shall not exceed five (5) years. 1.4.3. Amendments. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 1.4.4. Cancellation. This Master Agreement may be canceled by either party upon sixty (60) days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights Page 4 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D of payment for Products delivered and accepted, and rights attending any warranty or default in performance in association with any Order. Cancellation of this Master Agreement due to Contractor default may be immediate. 2. DEFINITIONS The following terms shall be construed and interpreted as follows: Term Description A3 MFD A Multi -function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes. A Multi -function Device which is designed to handle letter, legal and some A4 MFD smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device. A written notice from a Purchasing Entity to Contractor advising Contractor that the Product has passed its Acceptance Testing. Acceptance of a Product for Acceptance 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. Acceptance Testing The process set forth in this Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. Accessory A compatible item that is added to the Base Unit to enhance its capabilities and functions. The Contractor's authorized sales and Service center (also known as a Dealer, or Partner) that must be certified by the Contractor to sell the Contractor's Authorized Dealer ("Dealer") Products, and perform machine installation and maintenance on Devices offered by the Contractor. A Purchasing Entity must be able to, at a minimum, visit the sales and Service center to view and test Equipment. The number of Business Hours per calendar month that the Equipment is on -site, Availability Hours operating according to specifications, and fully available for use by the Purchasing Entity. The copier, printer, Scanner, LargeAVide Format and Production Equipment that Base Unit includes all standard Accessories and parts, and excludes optional Accessories and/or software. A rate that is derived by taking the b&w and color cost per click rates on one or Blended Rate more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run. Bronze Standard Devices which meet less than 50% of the 28 optional EPEAT criteria. Business Day Any day other than Saturday, Sunday or a legal holiday. Business Hour Between 8:00am and 5:00pm (local time), Monday through Friday, excluding Contractor holidays. The early termination option on an FMV or $1 Buyout Lease that involves the Buyout to Keep acquisition of the Equipment by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Equipment Payments. Page 5 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The early termination option on an FMV, $1 Buyout or Straight Lease that involves the return of the Equipment by the Purchasing Entity to Contractor, in Buyout to Return good working condition (ordinary wear and tear excepted), and consists of any current and past due amounts, plus the remaining stream of Equipment Payments. An agreement that is cancellable upon the Purchasing Entity providing the Cancellable Rental Contractor with a thirty (30) day written notice, and is subject to a maximum penalty of up to three (3) months of Total Monthly Payments. Equipment ownership is not an option. Ceiling Pricing Pricing that is established as a "not -to -exceed" amount; the maximum price Contractor may charge for Products, Services, and Supplies. The individual who has the authority to supervise and approve the procurement Chief Procurement Officer of all Products and Services needed by the Lead State or a Participating State. Contractor The person or entity delivering Products or performing Services under the terms and conditions set forth in this Master Agreement. Two or more leases or rentals that end at the same time. The original lease or Coterminous rental payment is modified to reflect the addition of a new piece of Equipment or Accessory. The original term of the lease or rental is not modified as a result of a Coterminous addition. Device Also referred to as "Equipment." The Base Unit, either with or without optional Accessories and/or software. Materials which are easily identified, measured, and charged to the cost of Direct Material production; part of the finished Product. Examples include timber for furniture and leather for shoes. Electronic Product A tool which evaluates and selects Equipment according to a list of preferred Environmental Environmental Assessment environmental attributes. EPEAT registered means Devices meet the 1680.2 Tool AT) IEEE Standard for Environmental Assessment of Imaging Equipment, as amended. Embedded Software One or more software applications which permanently reside on a computing Device. Energy Star The U.S. Environmental Protection Agency's standard for energy efficiency. Equipment Also referred to as "Device." The Base Unit, either with or without optional Accessories and/or software. The number of Business Hours in any calendar month during which a Device is inoperable during the month and such inoperability is not due to misuse, fire, or using the Device in a manner other than its intended uses. Downtime is calculated from the point in time when Contractor receives the Service request Equipment Downtime for Equipment that cannot perform its functions, until such time as the ("Downtime") Equipment is operating per Contractor specifications. Downtime includes Equipment -repair time and response time when the Device is inoperative. Downtime excludes Preventive Maintenance, Equipment move time, time consumed in producing usable copies, or maintenance Service rendered due to user misuse, or for non-payment. Equipment Payment The Equipment portion of the payment, less any Service, Supplies, and maintenance. Page 6 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D An agreed upon transaction between the Purchasing Entity and Contractor, in Equipment Trade -In which Contractor takes ownership of Purchasing Entity's owned Device, often for a discounted amount. A replacement of the Purchasing Entity's existing lease or rental Equipment, Equipment Upgrade or with a different piece of Equipment, of either greater or lesser value. A new Downgrade lease or rental is then originated for the new piece of Equipment, with the remaining lease or rental payments on the old Equipment wrapped into it. The old lease or rental is closed out, and the Equipment is returned to Contractor. Contractor is responsible for transportation and handling charges and the sale Free on Board (FOB) Destination does not occur until the Products arrive at the Purchasing Entity's specified location. The Device classification for the different types of Equipment in this Master Group Agreement. Groups are determined by the Devices primary functions and/or capabilities. A natural person, business, or corporation that provides Products or Services to Independent Contractor another entity under the terms specified in a contract. An employer -employee relationship does not exist. Initial Lease or Rental Term The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) that a Purchasing Entity enters into a Iease or rental agreement. Any and all patents, copyrights, service marks, trademarks, trade secrets, trade Intellectual Property names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Large/Wide Format Equipment A Device that prints on a large paper via a variety of output options. Lead State The State that is centrally administering this Master Agreement. Per the Governmental Accounting Standards Board (GASB), a lease is defined as a contract that conveys control of the right to use another entity's nonfinancial asset (the underlying asset) as specified in the contract for a period of time in an exchange or exchange -like transaction. For the purposes of this Master Agreement, a Lease shall contain the following options: 1. Straight Lease: A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Lease Initial Term. 2. Fair Market Value Lease (FMV): A lease in which the Purchasing Entity can either 1) Take title to the Equipment at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Equipment, or 3) Return the Equipment to Contractor at the end of the Initial Lease Term. 3. $1 Buyout Lease: A lease in which title to the Equipment will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. Equipment that was purchased, leased, or rented under a prior NASPO Legacy Equipment ValuePoint or WSCA Master Agreement, another program, or via any other Page 7 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D means. Maintenance Agreement An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented Devices. The management, Service, and support of the Purchasing Entity's entire Managed Print Services enterprise and output infrastructure of printed materials, with the objective of (MPS) creating a solution that improves the print process and reduces the expense of printed material. Manufacturer A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Product. Also referred to as Contractor. Manufacturer's Suggested The list price or recommended retail price of a Product in which the Retail Price (MSRP) Manufacturer recommends that the retailer sell the Product. Also referred to as "Contract"; the underlying agreement executed by and Master Agreement between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. A Device which incorporates the functionality of multiple Devices into one, Multi function Device (MFD) such as print, fax, copy and scan. Each feature can work independently of the other. The NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a 501(c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials NASPO ValuePoint (NASPO). NASPO ValuePoint is identified in this Master Agreement as the recipient of reports and may perform Contract administration functions relating to collecting and receiving reports as well as other Contract administration functions as assigned by the Lead State. Devices that have not been Refurbished, Remanufactured, rented, leased, sold, Newly Manufactured or used in a demonstration, and are currently being marketed by the Manufacturer. Normal Business Hours 8:00 a.m. to 5:00 p.m., Monday through Friday (state holidays excluded), regardless of time zone. NSP items are items that enhance or compliment the Contractor's Product, and may be acquired by a Purchasing Entity under Contractor's Master Agreement, Not Specifically Priced (NSP) but are not listed or priced in Contractor's NASPO ValuePoint Price List. NSP's may include Coin Op equipment, empowering software, etc. NSP items do not include Services. OEM Original Equipment Manufacturer. Any type of encumbrance document or commitment voucher, including, but not Order limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement, lease agreement, rental agreement etc.) A bilateral agreement executed by a Contractor and a Participating State or Participating Addendum Entity incorporating this Master Agreement and any other additional Participating State or Entity specific language or other requirements (e.g. ordering procedures, other terms and conditions). A government entity within a state, or an eligible Non -Profit association, that is Participating Entity properly authorized to enter into a Participating Addendum. Page 8 of 94 Copiers & Managed Print Servicas - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D A state, which encompasses all government entities within that state, or the Participating State District of Columbia, or one of the territories of the United States, that enters into a Participating Addendum. 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. The servicing of a Device for the purpose of maintaining a satisfactory operating Preventative Maintenance condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects. Private Label Products that are manufactured by one company and sold under a retailer's brand name. Product Devices, Accessories, parts, software, and/or Supplies provided or created by the Contractor pursuant to this Master Agreement. A high-speed, high -quality printing Device that typically has advanced finishing Production Equipment functionality. All books and Public Records of a governmental entity, the contents of which Public Record are not otherwise declared by law to be confidential must be open to inspection by any person and may be fully copied or an abstract or memorandum may be prepared from those public books and Public Records. A city, county, district, institution of higher education, and some non -profits Purchasing Entity who issue an Order against this Master Agreement via their Participating State or Entity's Participating Addendum. A Product which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal Refurbished course of use. Refurbished Equipment shall not have more than 750,000 original copies on it. In addition, Refurbished Equipment must only contain OEM parts. Refurbished Equipment must be certified by the Manufacturer. The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or replacing it Remanufactured in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device. Remanufactured Equipment must be certified by the Manufacturer. A lease term that supersedes the Initial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor. Renewal Term Each Renewal Term shall not exceed 12 months, the residual value of the Equipment, or the Useful Life of the Equipment. $ l Buyout Leases are excluded from going into renewal. Resell Any payment in exchange for transfer of tangible Products, or assignment of the right to Services. The time from when the original Service Call is placed with the Contractor or Response Time Authorized Dealer, to when the Service technician arrives at the Purchasing Entity's location. Scanner A Device that scans documents and converts them into digital data. Segment The various speeds that Devices are categorized by. Page 9 of 94 Copiers & Managed Print Services - W-NP-119-001, NASPO ValuePoint Master Agroement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Service Base Location The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians. Service Call An on -site Service technician visit due to Device error or malfunction. Services The labor required to be performed by Contractor pursuant to this Master Agreement or an Order. An inkjet or laser Device that only prints and is not capable of other functions Single function Printer such as copying, faxing or scanning. Solicitation A written offer or attempt to purchase Products and/or Services through an official Proposal, Evaluation, and Award process. Documents include, but are not limited to, lease agreements, rental agreements, Supplemental Documents Maintenance Agreements, and software or click -wrap agreements that are pertinent to the Products being offered. Supplies Consumable items that gets used up or are discarded once used, such as ink cartridges. Someone who may be indirectly involved but is not a principal party to an Third Party arrangement, contract, deal, lawsuit or transaction. The Equipment portion of the payment, as well as any Service, Supplies or Total Monthly Payment maintenance, and less any applicable taxes. Period during which a Device is expected to be usable for the purpose in which Useful Life it was manufactured. 3. NASPO VALUEPOINT PROGRAM PROVISIONS 3.1. Price and Rate Guarantee Period 3.1.1. The Price List(s) in Exhibit A (Price Lists), identifies a complete listing of all Products and Services the Contractor can provide under this Master Agreement, with the exception of NSP items. 3.1.2. MSRP/List Price discount percentages must be guaranteed throughout the term of this Master Agreement, including any renewal terms; however, Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Group Price List(s). 3.1.3. MSRP/List Price shall remain firm during the first twelve (12) months of the Master Agreement. After this period, Awarded Vendors may update their MSRP/List Price on a quarterly basis, according to the following guidelines: a) All requested price increases must include documentation from Direct Material suppliers detailing cost escalations, and Awarded Vendors must describe how those escalations impact current Product offerings. b) With the exception of Direct Material cost increases, no price increase requests will be allowed. c) Updated Price Lists must be submitted to the Lead State by the 1 st day of each quarter. d) Pricing will not go into effect unless, or until, it is approved by the Lead State. Page 14 of 94 Copiers & Managed Print Services - 8FP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.1.4. The Master Agreement pricing IS Ceiling Pricing. Contractor may offer lower pricing on a per Order basis to Purchasing Entity's; likewise, Purchasing Entity's may request lower pricing on a per Order basis from Contractor. 3.1.5. Contractor may offer state-wide promotional discounts, customer Iocation specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity Contract Administrator of special state-wide promotional discounts. 3.1.6. Any revisions to Product offerings (new Products, altered item or model numbers, etc.) must be pre -approved by the Lead State, and will be allowed once per month. 3.1.7. Product updates are required by the Ist of the month and shall go into effect upon approval by the Lead State. 3.1.8. Any Product additions must be updated with Buyer's Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requirement will result in the Product(s) being removed from the Master Agreement Price List(s) until such time as they can be verified on Buyer's Lab. 3.1.9. Updates to lease and rental rates must be submitted by the Ist day of each quarter. 3.1.10. Price Lists received after the 1st of the month may not be approved for up to thirty (30) days following submission. In addition, errors in the Contractor's Price Lists may delay the approval process further. 3.1.11. All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. 3.1.12. All-inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing. Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in this Master Agreement. 3.1.13. Pricing must include all standard shipping, delivery, and installation costs associated with the Products. Excess installation charges or expedited shipping however, may be billable. Refer to §4.9.5 for more information. 3.2. Participants and Scope 3.2.1. Contractor may not deliver Products or perform Services under this Master Agreement until a Participating Addendum acceptable to the Participating State or Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating State or Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not Iimitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating State or Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific Ianguage in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. Order) used by the Purchasing Entity to place the Order. Page 11 of 94 Copiers & Managed Print Services - RFP-NP-16-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.2.2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating States or Entities authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Officer. 3.2.3. Obligations under this Master Agreement are limited to those Participating States and Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States and Entities are limited to the Orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases. 3.2.4. Participating States and Entities may, through a Participating Addendum, limit: a) Available financial vehicles; b) Device Groups, Segments, Products, Services (including MPS); and c) Any additional items as deemed necessary by the Participating State or Entity. 3.2.5. A Participating State or Entity must sign a new Participating Addendum with Contractor, regardless of whether Contractor has signed Participating Addenda under a prior Master Agreement(s). 3.2.6. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to this Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO ValuePoint cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. 3.2.7. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor, and any such language shall be void and of no effect: a) Term of this Master Agreement; b) Amendments; c) Participants and Scope; d) Administrative Fee; e) NASPO ValuePoint Summary and Detailed Usage Reports; f) NASPO ValuePoint Cooperative Program Marketing and Performance Review; g) NASPO ValuePoint eMarket Center; h) Right to Publish; 0 Price and Rate Guarantee Period; and j) IndividuaI customers. 3.2.8. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Officer of the state where the Participating Entity is located. Any permission to participate through Page 12 of 94 Copiers & Managed Print Services - AFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3.2.9. Purchasing Entities may not Resell Products. This limitation does not prohibit the following; however, any sale or transfer must be consistent with Iicense rights granted for use of Intellectual Property: a) Payments by employees of a Purchasing Entity for Products; b) Sales of Products to the general public as surplus property; and c) Fees associated with inventory transactions with other governmental or non-profit entities, and consistent with a Purchasing Entity's laws and regulations. 3.3. Administrative Fees 3.3.1. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. 3.3.2. The NASPO ValuePoint Administrative Fee is not negotiable. 3.3.3. The Contractor shall report on all actual Equipment sales, and on estimated Service and Supply sales. This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month. 3.3.4. Industry research has shown close to a 1:1 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 shall report as follows: a) Purchased Equipment: Contractor shall report the actual amount invoiced (less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Estimated Service and Supplies" providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor's Detailed Sales Report, for each item sold, there will be two-line items: one for the piece of Equipment, and one for the Estimated Service and Supplies. The amounts reflected for the Estimated Service and Supplies must be equal to the amount of the Equipment. b) Lease and Rental Equipment: Contractor shall report sales according to the Purchased Equipment methodology described in §3.3.4(a), or they may report the actual amount invoiced (less any taxes) for the lease or rental during the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Estimated Service and Supplies." Thus, in the Contractor's Detailed Sales Report, for each item leased or rented, there will be two-line items: one for the invoice amount to the customer for the Equipment, and one for the Estimated Service and Supplies. The amounts reflected for the Estimated Service and Supplies must be equal to the amount of the invoiced Equipment. 3.3.5. Some Participating States may require a fee be paid directly to the Participating State on sales made by Purchasing Entities within that state. For all such requests, the fee Ievel, payment method, and schedule for such reports and payments will be incorporated into the Participating Addendum. The Contractor may adjust this Master Agreement pricing accordingly for sales made by Purchasing Entities within the jurisdiction of the Participating State requesting the additional fee. Page 13 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS #i 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.4. NASPO ValuePoint Summary and Detailed Usage Reports The Contractor shall provide the following NASPO ValuePoint reports: 3.4.1. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org)VNLQPO/Calculator.asp . Any/all sales made under the Contract shall be reported as cumulative totals by state, which are inclusive of all line items identified in the Detailed Sales Report. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). 3.4.2. Detailed Sales Report. Contractor shall also report detailed sales data by: a) State; b) Customer Type (e.g. locaI government, higher education, K-12, non-profit); c) Customer bill -to name and address; d) Contractor or Authorized Dealer Order number; e) Customer purchase order number; f) Customer number; g) Order type (e.g. sales Order, credit, return, upgrade); h) Purchase order date; i) Ship date; j) Invoice date and number; k) Product number and description 1) List Price/MSRP; m) Contract Price; n) Quantity; o) Total Price; p) NASPO ValuePoint Admin Fee amount; and q) Dealer. 3.4.3. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM or flash drive. Detailed sales reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is shown in Exhibit E (NASPO ValuePoint Detailed Sales Reporting Template). 3.4.4. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g, names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. 3.4.5. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with, and any PA roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. Page 14 of 94 Copiers & Managed Print Services - RFP.NP-15-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.4.6. Timely submission of these reports is a material requirement of this Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review 3.5.1. Contractor agrees to work cooperatively with NASPO ValuePoint personnel to ensure that Contractor's personnel will be educated regarding the provisions of this Master Agreement, as well as the competitive nature of NASPO ValuePoint procurements, the Participating Addendum process, and the manner in which Participating Entities can utilize this Master Agreement. 3.5.2. Contractor agrees, as Participating Addenda are executed, and if requested by NASPO ValuePoint personnel, to provide plans to launch this Master Agreement program within the Participating State. Plans will include timeframes to implement this Master Agreement and Participating Addendum, as well as confirmation that the Contractor's website has been updated to properly reflect the contract offer as available in the Participating State. 3.5.3. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the Participating Addendum. Contractor shall ensure that their sales force is aware of this contracting option. 3.5.4. Contractor agrees to fairly, actively, and equally promote and advertise their NASPO ValuePoint Master Agreement at all trade shows and Dealer meetings whereby Contractor displays or makes reference to their government contract award offerings. 3.5.5. Contractor agrees, within 30 days of this Master Agreement effective date, to notify the Lead State and NASPO ValuePoint of any contractual most -favored customer provisions in third -party contracts or agreements that may affect the promotion of this Master Agreement, or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. 3.5.6. Contractor agrees to participate in person at an annual performance review, which may include a discussion of marketing action plans, target strategies, marketing materials, reporting, and timeliness of administration fee payments. The location of the performance review shall be determined by the Lead State and NASPO VaIuePoint. 3.5.7. Contractor agrees that the NASPO ValuePoint Iogos may not be used by Contractor in sales and marketing materials until a logo -use agreement is executed with NASPO ValuePoint. 3.5.8. The Lead State shall evaluate the utilization of this Master Agreement at the annual performance review. The Lead State may, in its discretion, cancel this Master Agreement pursuant to §1.4, or not exercise an option to renew, when Contractor utilization does not warrant further administration of this Master Agreement. The Lead State may exercise its right to not renew this Master Agreement if Contractor fails to record or report revenue for three consecutive quarters, upon a 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under - utilization will not occur sooner than two (2) years after execution of this Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel this Master Agreement pursuant to §1.4.4 or to terminate for default pursuant to §6.10. Page 15 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.6. NASPO ValuePoint eMarket Center 3.6.1. In July 2011, NASPO ValuePoint entered into a multi -year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint customers to access a central online website to view and/or shop the Products and Services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. 3.6.2. The Contractor shall have visibility in the eMarket Center through one of the following no -cost options: a) Ordering Instructions i. The Contractor shall provide a link to their website, their Price list, their Dealer list, and any additional information they would like the customer to have in regards to placing Orders. ii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have thirty (30) days to provide NASPO ValuePoint with the Ordering Instructions. b) Hosted Catalog i. The Contractor shall provide a list of its awarded Products and Services pricing via an electronic data file, in a format acceptable to JAGGAER. ii. In order to maintain the most up-to-date version of its Product offerings, the Contractor must submit electronic data to the eMarket Center no more than four (4) times per calendar year. iii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have fifteen (15) days to set up an enablement schedule with NASPO ValuePoint and JAGGAER. The schedule shall include future calls and milestone timeframes related to testing and go -live dates. iv. The Contractor shall have ninety (90) days from the receipt of written request, to provide the Hosted Catalog to NASPO ValuePoint. Y. The Hosted Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts. A. The catalog must include a Lead State Contract identification number and detailed Product line item descriptions. vii. The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although Suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example, the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing, or a Participating State or Entity has determined that they will not allow all awarded Products and Services under their Participating Addendum. SciQuest will deliver the appropriate contract files to the user viewing the catalog. c) Punch -Out Catalog i. The Contractor shall provide its own online catalog, which must be capable of being integrated with the eMarket Center via Commerce eXtensible Markup Language (cXML). Page 16 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ii. The Contractor shall validate that its online catalog is current by providing a written update to the Lead State every four (4) months, verifying that they have audited the offered Products and Services pricing. iii. The Contractor shall have ninety (90) days from the receipt of the written request, to deliver the Punch -Out Catalog to NASPO ValuePoint. iv. The Punch -Out Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts. v. The catalog must include a Lead State Contract identification number and detailed Product Iine item descriptions. vi. The site must also return detailed UNSPSC codes for each line item. vii. Contractor shall provide a -Quote functionality to facilitate volume discounts. viii.The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. It is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example, the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing, or a Participating State or Entity has determined that they will not allow all awarded Products and Services under their Participating Addendum. JAGGAER will deliver the appropriate contract files to the user viewing the catalog. 3.6.3. Revising Pricing and Products a) Any revisions to Product offerings (new Products, altered SKU's, etc.) must be pre -approved by the Lead State, and will be allowed once per month. b) Updated Product files are required by the I" of the month and shall go into effect upon approval by the Lead State. i. Files received after the 1st of the month may not be approved for up to thirty (30) days following submission. I Errors in the Contractor's submitted files may delay the approval process. 3.6.4. Supplier Network Requirements for Hosted and Punch -Out Catalogs a) Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use the JAGGAER's Supplier Portal to import the Contractor's catalog and pricing files into the JAGGAER system. b) Contractor can receive Orders through electronic delivery (cXML) or through Iow-tech options such as fax. c) More information about the SQSN can be found at www.sciguest.com, or by contacting the JAGGAER Supplier Network Services team at 800-233-1121. 3.6.5. Order Acceptance Requirements for Hosted and Punch -Out Catalogs a) Contractor must be able to accept Orders via fax or cXML. b) The Contractor shall provide confirmation via phone or email within 24 hours of Order receipt. c) If the Order is received after 3pm (EST) on the day prior to a weekend or holiday, the Contractor must provide confirmation via phone or email on the next business day. Page 17 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS p 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.6.6. UNSPSC Requirements a) Contractor shall support use of the United National Standard Product and Services Code (UNSPSC). UNSPSC versions that Contractors must adhere to are provided by JAGGAER and upgraded each year. b) NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC, and Contractor shall be required to support the migration effort. c) All line items for Products and Services provided under this Master Agreement must be associated to a UNSPSC code. d) All line items must be identified at the most detailed UNSPSC level, indicated by segment, family, class, and commodity. 3.6.7. Applicability. Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center, and that NASPO ValuePoint may elect at any time to remove any Contractor offerings from the eMarket Center. 3.6.8. Several NASPO ValuePoint Participating States and Entities currently maintain separate JAGGAER eMarket PIace accounts. In the event that one of these Participating States or Entities elects to use this NASPO ValuePoint Master Agreement (available through the eMarket Center), but publish the information to their own eMarket Place, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint, and agrees to take commercially reasonable efforts to implement such separate JAGGAER catalogs. 3.7. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State, prior approval for the release of any information, including any written correspondence, which pertains to the potential work or activities covered by this Master Agreement. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the Products and Services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of this Master Agreement for cause. 3.8. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of this Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in this Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in this Master Agreement and applicable Participating Addendum. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 4. STATEMENT OF WORK 4.1. Overview 4.1.1. Contractor guarantees a continuing supply and consistent quality of Equipment, Accessories, software, Supplies, and Services offered. 4.1.2. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in §4.3.8. 4.1.3. Contractor shall maintain compliance with all requirements of this Master Agreement throughout the duration of the Contract. Page 18 of 94 Copiers 8 Managed Print Services - RFP-N P-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140697 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4.1.4. A Purchasing Entity that purchases, leases or rents Equipment may issue an Order, pursuant to the terms and conditions that are incorporated into this Master Agreement, and according to the requirements listed in their states' Participating Addendum, including, but not limited to, the issuance of Contractor's Supplemental Documents, which are attached as Attachment A through Attachment K. Each Participating State or Entity shall be responsible for negotiating the terms and conditions of each of the aforementioned Attachments. 4.1.5. Per Section 508 of the United States Workforce Rehabilitation Act of 1973, Contractor shall provide, subject to change, Devices under Groups A, B, C, D and F which are accessible to people with disabilities. 4.1.6. MPS: a) Contractor may provide MPS on Group A, Group B, Group C, Group D, Group E, and Group F. b) Contractor may not provide MPS maintenance or repair Services on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless they have a written agreement with the Manufacturer to do so. 4.1.7. Survivability: a) Any Order placed under this Master Agreement shall survive the expiration of this Master Agreement unless otherwise specified in a Participating Addendum. b) Contractor is not permitted to increase pricing on any Order that was placed prior to the expiration of this Master Agreement. 4.1.8. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues. 4.2. Authorized Dealers 4.2.1. Contractor may engage Authorized Dealers, who shall be Contractor's agent and Subcontractor for providing sales and support for the Products and/or Services purchased by the Purchasing Entity under this Master Agreement. 4.2.2. In the event Contractor elects to use Authorized Dealers in the performance of the specifications, Contractor shall serve as the primary Contractor, and shall be fully accountable to the Lead State for assuring that the Authorized Dealers comply with the terms and conditions of this Master Agreement, and shall be liable in the event that Authorized Dealers fail to comply with such terms and conditions. 4.2.3. Authorized Dealers shall be expected to stay current with Contractor's Products, pricing, Master Agreement, and Participating Addendum requirements. 4.2.4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly. 4.2.5. Contractor must disclose to the Lead State, a list of all Authorized Dealers that provide Products and/or Services, utilizing Exhibit C (Authorized Dealers by State). 4.2.6. Contractor shall send notice to the Lead State, utilizing Exhibit D (Authorized Dealer Form) and the Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer. Page 19 of 94 Copiers & Managed Print Services - APP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4.2.7. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached. In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. 4.2.8. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with this Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to either remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance. Alternatively, the Contractor may investigate and consult with the Participating State and/or the Purchasing Entity as appropriate, and use commercially reasonable efforts to resolve the dispute. 4.2.9. Dealers shall be expected to stay current with Contractor Products, Services, pricing and Master Agreement requirements. 4.3. Product Offerings 4.3.1. Group Segments. Contractor shall offer Products under the following Groups: Group A— MFD, A3 B&W only; Color and B&W Segment PPM 2 20 — 30 3 31 — 40 4 41 — 50 5 51 — 60 6 61 — 70 7 71 — 90 Group B — MFD, A4 B&W only; Color and B&W Segment PPM 1 Up to 20 2 21 — 30 3 31 — 40 4 41 -- 50 5 51 — 60 6 61+ Group C — Production Equipment B&W only; Color and B&W Segment PPM 1 65-79 2 80 — 89 3 90-110 4 111 —130 5 131+ Page 20 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Group D — Single -function Printers B&W only; Color and B&W Segment PPM 1 Up to20 2 21 — 40 3 41 — 60 4 61+ Group E — Large/Wide Format Equipment B&W only; Color and B&W Segment Al or D Size PPM* Low 1-3 Medium Low 4-8 Medium High 9 —19 Hi h 20+ -tipeeas aenotea above are based on b&w output Group F - Scanners Segment PPM 1 10-29 2 30 — 49 3 50 — 69 4 70 — 89 5 90— 110 6 111 —130 7 131+ 4.3.2. Device Configurations. Contractor's Devices shall be equipped, at a minimum, with the following Accessories/capabilities: a) Group A -- MFD, A3 i) New Power Filter; ii) Duplex for Segment 3 and above; iii) Standard paper drawer(s) equal to or greater than: 1) One (1) paper supply for Segment 2; 2) Two (2) paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11" x 17"; and v) Bypass paper supply, if applicable for Segment. b) Group B — MFD, A4 i) New Power Filter; ii) Bypass paper supply; iii) Standard paper drawer(s) equal to or greater than: Page 21 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 1) One (1) paper supply for Segments 1 and 2; 2) Two (2) paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 81/2" x 14'; and v) Envelope adjustment capability. c) Group C — Production Equipment i) New Power Filter; ii) Bypass paper supply; iii) Standard paper drawer(s) equal to or greater than: 1) One (1) paper supply for Segments 1 and 2; 2) Two (2) paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 8 =/Y' x 14"; and v) Envelope adjustment capability. d) Group D — Single -function Printers i) Must include an inkjet, light emitting diode (LED), or laser print engine; ii) Standard paper drawer(s); iii) Standard paper capacity; and iv) Network connectivity. e) Group E — LargelWide Format Equipment i) Hard -Disk drive; ii) Network connectivity; iii) Touch screen control panel; and iv) Automatic Media Selection -- a built -on sensor detects the size of the original and the proper media size is then selected. f) Group F —Scanners. i) Charge -Coupled Device (CCD) or Contact Image Sensor (CIS); ii) Automatic Document Feeder (ADF); iii) Letter or legal paper size capacity; iv) Color depth of at least 24 bytes; and v) Single pass duplex scan. 4.3.3. Device Standards. Devices shall meet the following requirements: a) Group A and Group B Base Units are OEM only; b) Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List; c) Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List; Page 22 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D d) If Contractor's Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant (applicable to Group D Devices only) within one (1) year, then they will be removed from the Price List; e) Must be Newly Manufactured or current, except as specified in a Participating Addendum; f) Devices, when installed, and if available, must be set-up to receive automatic software updates and patches. For new software versions or upgrades that carry an additional cost, updates will not be done automatically; rather, Contractor or their Authorized Dealer will inform the Purchasing Entity of the new version and assist them in their decision to upgrade based on needed functionality and compatibility with their existing Equipment. g) Specifications must be published on Contractor's website; h) MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer's website; i) Must maintain a PPM speed, according to Segment classification; and j) Must be compatible with using recycled paper, up to and including, 100% Post -Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi -purpose, copy, or laser paper). 4.3A. Device Exceptions a) Group C, Group D, Group E, and Group F will not be restricted to OEM, and do not have to be Private Labeled; b) Group C, Group E, and Group F are not required to be EPEAT registered or Energy Star compliant; c) 3D Printers may be offered by Contractor, and shall be priced based on a minimum discount of 5 %; d) Digital Duplicators may be offered by Contractor, and shall be priced based on the discount offered for the Segment in which the Device belongs (refer to the Group A Price List for Segment discounts); e) Inkjet and Digital Presses may be offered by Contractor, and shall be priced based on the minimum discount offered in the Segment to which they belong (refer to the Group C Price List for Segment discounts); 0 Roll -Fed Wide Format Printers may be offered by Contractor, and shall be priced based on a minimum discount of 5%. g) Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs (refer to the Group E Price List for Segment discounts). 4.3.5. Accessories a) Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device. Page 23 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D b) Contractor shall 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. c) Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint and/or WSCA Master Agreements, as well as via any other means. 4.3.6. Software a) Contractor shall provide software to enhance the capabilities of the Devices, or software may be provided as a standalone option on any pre -owned, purchased, leased or rented Device. b) Contractor shall provide OEM and/or Third Party Software. c) All software drivers shall be, at a minimum, Windows 7 compliant, and all Devices must have universal software drivers. d) Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, as referenced in Attachment 1, unless otherwise stated in a Participating Addendum. However, the Master Agreement will supersede and control if there is conflicting language between the Master Agreement, and any software license agreement. 4.3.7. Consumable Supplies a) Contractor shall offer OEM or compatible Ink and Roll paper for Group E Devices. The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease or rental agreement. b) Contractor shall offer OEM or compatible consumable for Supplies for Groups A, B, C, D, and F. These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start-up Supplies. The Supplies offered may include, but shall not be limited to, the following: i) Toner; ii) Staples; iii) Ink; iv) Print Cartridges; v) Imaging Drums; vi) Fuser Kits; vii) Transfer Kits; viii) Waste Toner Bottles; ix) Fuser Oil; x) Developer; A) Rollers and Pads; and xii) Maintenance Kits. c) Toner must be free of carcinogenic, mutagenic, or teratogenic substances. Page 24 of 94 Copiers & Managed Print Services - RFP-NP-18-001. NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D d) Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge. 4.3.8. Open Market Items a) Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Products and/or Services. NSP items will not include: i) Interactive White boards; ii) Computers, monitors, or other related items; iii) Fax machines; iv) Overhead Projectors; and v) Cameras. b) NSP items may only be acquired through the Contractor or their Authorized Dealers and must be reported quarterly with all other sales. c) NSP items must be priced at a minimum discount of 15% from MSRP or List Price. d) NSP items shall not be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity. c) It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum. 4.3.9. Emerging Technologies a) Upon approval from the Lead State, Contractor may add new, related technology. b) Technology does not have to be restricted to OEM, nor does it have to be Private Labeled. c) Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, along with MSRP and pricing information, as well as an explanation/justification as to how the Product conforms to the requirements of this Master Agreement. d) Any new technology must be priced at a minimum discount of I %. 4.4. Service Offerings 4.4.1. Managed Print Services a) Contractor shall provide the following: i) Free Initial Assessment — which shall include the following: 1) Document workflow 2) Identification of Service, Supplies, and parts 3) Current output 4) Total Cost of Ownership (TCO) 5) Employee to Device ratio 6) Preliminary estimated cost savings ii) Implementation — which shall consist of the following: Page 25 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS p 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 1) Plan Development 2) Hardware and Software Installation and Set-up iii) Remote Device Monitoring — which shall include the following: 1) Job Accounting 2) Automated Meter Reads 3) Automated Toner Replenishment 4) Consult App Fleet Monitoring Toot (required for Automated Meter Reads and Automated Toner Replenishment) iv) End -user Support — which shall include the following: 1) Training 2) Help Desk Services 3) Preventative Maintenance 4) Service and Repair 5) On -site break/fix 6) Clean PIanet Recycling Plan v) Account Management — which shall include the following: 1) Reporting 2) Invoicing 3) Customer Business Reviews 4) Consumable Spend 5) Continual Assessments 6) Green Initiatives b) Contractor may also provide the following: i) Ongoing Fleet Management and Optimization 1) Flat Rate MPS 2) Disaster Recovery ii) Professional Services 1) Consulting 2) Project Management 3) Records Management 4) Network and Data Security 5) Document Workflow Consulting 6) Document Scanning 7) Back -file Conversion c) All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, as referenced in Attachment H (Konica MPS Statement of Work), and it must be approved by both parties prior to the initiation of any engagement. Page 26 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D d) The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is under no obligation to enter into an MPS engagement. e) MPS pricing and billing options shall be flexible, as long as pricing doesn't exceed Master Agreement pricing, and the Purchasing Entity will drive the complexity of the solution required with a staged approach to implementation. 4.4.2. Maintenance Agreements a) Pricing i) Pricing shall include a zero base, cost per click rate for b&w and/or color for Groups A, B, C and D. ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color shall also be provided. iii) Pricing must be provided that includes all parts, labor, Preventative Maintenance, Service Calls, and Supplies for Groups A, B, C and D. iv) A pricing option for ALL Groups shall include parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies. v) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing. vi) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device). vii) Contractor may charge flat rate fees for Services performed on any Accessories. viii) 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. ix) 11"x17" impressions: 1) Shall be counted as two (2) clicks on Group A Devices; and 2) May be counted as two (2) clicks on Group C Devices. x) Contractor shall offer a one (1) click rate that encompasses all paper sizes for Group C Devices. A) A two-sided document shall be counted as two (2) clicks. xii) Contractor must not charge for scans on any MFD. xiii) Initial Term: 1) Pricing shall remain firm for the initial term of the Maintenance Agreement. 2) For lease and rental Equipment, the Maintenance Agreement term is equal to the term of the lease or rental (i.e. 18, 24, 36, 48, or 60 months). 3) For purchased Equipment, the initial term is whatever period of time the Purchasing Entity elects, as long as it does not exceed 60 months. xiv) Renewal Term: 1) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that was acquired under this Master Agreement, then the Contractor may negotiate new pricing. This pricing shall not exceed this Master Agreement pricing. Page 27 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValusPoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 2) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that was acquired under Master Agreement (3091), then §4.4.2(f) shall apply. b) Blended Rates i) Contractor shall have the ability to blend the Service and Supply costs over a large Equipment fleet, and the Blended Rate must cover all units in the fleet. ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement. iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity. c) Manual Meter Reads i) Contractor may collect meter reads from a Purchasing Entity via electronic means. ii) Meter reads may be submitted via the Contractor's online portal, or through e-mail, or facsimile. iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device. d) Customer Owned Equipment i) Purchasing Entity's may elect to enter into a Maintenance Agreement for Equipment they already own, or Equipment they acquire through an up -front purchase. ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included. iii) The Maintenance Agreement shall not be subject to automatic renewals. e) Lease or Rental Equipment i) Contractor shall be required to provide a Maintenance Agreement on all Equipment that is leased or rented by a Purchasing Entity. ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge. f) Legacy Equipment i) Upon request from the Purchasing Entity, Contractor may provide Maintenance Agreements on any Equipment that is owned or was leased or rented through Master Agreement (3091), or via any other means, providing the following conditions are met: 1) The Device has not reached the end of its Useful Life; 2) The maximum 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 §4.4.2(d) and §4.4.2(e). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to acceptable maintenance levels. iii) If the Device has been at the Purchasing Entity's location for less than five (5) years, then Maintenance Agreement pricing shall not exceed this Master Agreement pricing, until the Page 28 of 94 Copiers $ Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Purchasing Entity reaches the five (5) year mark. Refer to §4.4.2(f)(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 107% of the Service and Supply pricing in this Master Agreement for years 5 through 7, and 110% for years 8 and beyond. The Service and Supply pricing that will be used for this calculation will be based on the following: 1) The Group and Segment to which the Device is categorized; and 2) The Service and Supply pricing for that Group and Segment, as listed under Newly Manufactured Equipment in this Master Agreement. 4.4.3. Service Requirements a) Technicians. All technicians shall be factory trained by the OEM and certified to Service the Devices. b) Standard Service Levels. Participating States and/or Entities shall negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the following requirements: i) End -User Training 1) An initial, no charge, on -site, one -hour training session for each Device, must be offered by Contractor for all non -desktop Products placed at each Purchasing Entity's Iocation. For drop -shipped or desktop Products, Contractor shall offer an initial, one - hour, no charge, web -based, or on-line training session. 2) Technical support training shall also be included in the initial, no charge training, and will include network connectivity and print driver installation. This training will be in addition to the one -hour of free training for Device operation. 3) If Purchasing Entity elects to exercise the training option, then Contractor shall provide the training within two (2) weeks of requested date for on -site training, and two (2) hours for phone/technical support. 4) Contractor shall offer additional on -site, one -hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity prior to Order placement. 5) Contractor must provide on -site or off -site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Equipment independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity prior to Order placement. 6) Product literature, user -manuals, and access to on-line resources are available to the Purchasing Entity via Contractor's website. 7) If technical support requests arise, the Purchasing Entity may contact the Contractor's dedicated GCS support number at 800-456-5664 for trouble -shooting assistance. ii) Preventative Maintenance. Contractor shall perform all Preventative Maintenance Services at the Manufacturer's suggested intervals, or as specified in an Order. This Service shall be performed before the prescribed copy volumes are reached. Preventative Maintenance shall not be a requirement on desktop Devices. iii) Equipment Performance Page 29 of 94 Copiers & Managed Print Services - SFP-NP-18-001, NASPD ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 1) Equipment Downtime due to lack of consumable Supplies is not acceptable. Contractor shall ensure that consumable Supplies are available for purchase under this Master Agreement at all times to ensure amounts required for Device performance are met. 2) Equipment Uptime is based on full Equipment availability producing quality output. Uptime average is calculated as [(Availability Hours) -- (Downtime)] / (Availability Hours) with the Product rounded down to the nearest whole number. 3) Contractor shall guarantee that on a quarterly basis, the fleet of Devices for each Purchasing Entity will be operational at least 96% of the time, during Normal Business Hours for Groups A, B, D, E, and F. 4) Contractor shall ensure that the fleet of Devices for each Purchasing Entity shall have a first -time -fix of 80% or better for all Service calls. 5) If any fleet of Devices fails to perform at the operation level specified in §4.4.3(b)(iii)(3) and (4) then §4.11.11 shall apply. 6) Contractor must provide daily communication to the Purchasing Entity regarding inoperable Equipment, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back -order. iv) Loaner Equipment. If any Device is inoperable for two (2) Business Days, due to Equipment malfunction, as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with: 1) A loaner Device of similar speed and capabilities until such time as the inoperable Device(s) are now operable; or 2) Provide the Purchasing Entity with off -site manned production capabilities to accomplish the work of the unit that is inoperable at the sole expense of the Contractor. Such costs shall be limited to the cost of production (Service and Supplies), Equipment, labor, and transportation to and from the off -site production facility and the Purchasing Entity location. 3) Customer One Guarantee. For Equipment covered by this Guarantee under full continuous maintenance coverage from the date of installation, and for up to a maximum of five (5) years, Contractor shall offer a Customer One Guarantee which states: • Should covered Equipment be out of Service, due to maintenance needs, for more than sixteen (16) consecutive Business Hours, or if a production print unit is out of Service for more than twenty-four (24) hours, Contractor shall provide a loaner unit of similar capabilities upon request. • Any unit that Contractor determines cannot be properly repaired to Manufacturer's specifications will be eligible for a replacement unit of substantially similar or greater capabilities, at no additional charge. Replacement shall be a new MFP Device within the first two (2) years of installation and the replacement unit thereafter may be other than new. • Customer owned non -Konica Minolta assets, subject to a Managed Print Service contract supplement, are not covered by this Customer One Guarantee. v) Repair Parts 1) Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity's Acceptance of any Device. Page 30 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoinl Master Agreement Terns and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 2) All Device components, spare parts, application software, and ancillary Equipment that is supplied under this Master Agreement, must conform to Manufacturer specifications. 3) Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. 4) Repair parts may be new, reconditioned, reprocessed or recovered. vi) Replacement Equipment 1) If Purchasing Entity is not satisfied with any Device, Contractor will, at Purchasing Entity's written request, replace it without charge with an equivalent unit or, upon mutual agreement with the Purchasing Entity, with a Device of comparable features and capabilities. 2) Prior to installing a substitute Device, Contractor will be allowed thirty (30) days to remedy any quality or reliability issues. vii) Service Zones 1) Unless otherwise specified in a Participating Addendum, Contractor shall adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity: Service Zone Response Time Within 50 miles of branch or Authorized 4 - 6 business hours Dealer location 50+ miles outside of branch or 6 — 8 business hours Authorized Dealer location 2) Service Call Response Times for any Konica Minolta printer shall be the following Business Day. 3) Repair or replacement of parts and/or Devices shall occur within four (4) Business Days of Contractor arriving at Purchasing Entity's location, with the following exception: a If Contractor is drop -shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three (3) Business Days. 4) Contractor may charge different rates according to each Service zone. viii) Service Logs 1) Contractors shall maintain a Service log which describes the maintenance and repair Services provided for each Device. 2) A no -cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request. ix) Equipment Relocation 1) Equipment relocation Services include dismantling, packing, transporting, and re- installing Equipment. 2) Contractor may charge for this Service based on the following table: Page 31 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePaint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Service Distance from original placement of Charge Zone Device 1 Within the same building No Charge AIlowed* 2 Up to 50 miles from building in Flat Rate Fee, plus Per Mile or Hourly which Device was originally placed Fee 3 More than 50 miles from building in Flat Rate Fee, plus Per Mile or Hourly which Device was originally placed Fee *Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity's demographics require such rigging for Zone 1 relocation's. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Equipment relocation in Zone 1. 3) Contractor shall not charge for any fees incurred due to fuel or tolls. 4) Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time -frame. c) Meter Read Invoicing i) In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor's requested time -frame. ii) Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. iii) The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date. iv) Failure on the Contractor's part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month's invoice. d) Service Level Calculations i) At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components. Refer to §4.4.3(e) for reporting requirements. ii) The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity's Participating Addendum. c) 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. The report may include, but not be limited to, the following: 1) Up -time percentage (%) per fleet of Devices; 2) Number of Service Calls placed; 3) Response Time per Device; Page 32 of 94 Copiers & Managed Print Services - RFP-NP-1B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4) Dates that Preventative Maintenance was performed, if applicable; 5) Hours of end -user training performed; 6) Estimated end of Useful Life per Device, based on current usage; 7) Location of Devices; 8) Click usage per Device; and 9) EPEAT certification level of each Device. 4.4.4. Software Subscriptions a) Software pricing shall be inclusive of available software patches and any updates. b) Purchasing Entities shall have the option to finance software subscriptions according to the lease and rental rates listed in Groups A, B, C, D, E, and F of the Master Agreement. c) Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade. d) License fees and support fees shall remain firm throughout the term of the agreement. e) Software subscriptions shall not be subject to automatic renewals. Should there be any conflicting language between the software end user license agreement and the Master Agreement, the Master Agreement shall govern and control. f) Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities. g) Contractor shall provide a web -based or toll -free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions. 4.5. Purchase, Lease, and Rental Programs 4.5.1. Contractor shall offer the following acquisition methods: Financial Vehicle Standard Terms Offered Purchase NIA Fair Market Value Lease 18, 24, 36, 48 and 60 months $1 Buyout Lease Straight Lease Cancellable Rental 24, 36, 48 and 60 months 4.5.2. All Products on Contractor's Price List maybe purchased, leased or rented, either as a packaged - deal, or stand-alone item. 4.5.3. Equipment Trade -In a) A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do an Equipment Trade -In, when placing a purchase, lease or rental Order. b) The value for the Equipment Trade -In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees. 4.5.4. Lease and Rental Rates a) Contractor shall include an estimated property tax amount in their lease and rental rates. Page 33 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D b) The rate for any lease or rental shall remain fixed throughout the Initial Lease or Rental Term. c) Equipment Payments for Renewal Terms shall never exceed Master Agreement pricing. d) If a Purchasing Entity enters into a Renewal Term, then the Equipment Payment will be subject to the lease and rental rates listed in the most recent Price List(s) posted on the NASPO ValuePoint website. e) Contractor may update lease and rental rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or something similar, and must be the rate in effect at the end of each calendar quarter. Refer to https://www,treasury _R-ov/resource-centerld-ma-chart-center/interest - rates/PageslTextView.as data:_::yield.for additional information. f) On a quarterly basis, Contractor may update the personal property tax uplift on lease and rental rates based on the participation of states not listed in the RFP, or a change in the property tax assessed by a states that are listed in the RFP. g) Contractor shall offer Coterminous lease and rental rates to any Purchasing Entity wishing to add Products to an existing lease or rental agreement. 4.5.5. Leasing and Rental Overview a) All lease and rental programs must remain with the Contractor or Authorized Dealers through an in-house leasing program, or through the financial branch or subsidiary of the Contractor. In addition, Contractor and their Authorized Dealers may use or assign payments to Third Party leasing companies, but all billing must be invoiced in the name of the Contractor or their Authorized Dealer, and all contractual obligations shall remain with the Contractor. b) A Purchasing Entity may lease or rent Equipment pursuant to the terms and conditions identified herein. c) Lease and rental agreements shall not be subject to automatic renewals. d) In the event that the term of a lease or rental agreement extends beyond the term of the Participating Addendum, the terms and conditions of this Master Agreement and Participating Addendum shall continue to apply. e) A lease or rental agreement issued prior to the termination of this Master Agreement and Participating Addendum, shall survive the termination of this Master Agreement and the Participating Addendum. f) With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Equipment at the end of the Initial Lease or Rental Term, or at the end of the Renewal Lease or Rental Term, or the Contractor may pick the Equipment up, without any further financial obligations to the Purchasing Entity. g) Equipment pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term. h) Equipment returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity. i) Contractor shall be responsible for all Product pickup and return costs. Page 34 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D j) The maximum term on any Initial Lease Term shall be 60 months. k) The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Equipment. 1) All Renewal Terms shall be billed on a monthly basis. 4.5.6. Leasing and Rental Options a) FMV Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: 1) Exercise their purchase option; 2) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of the Participating State or Entity; or 3) Return the Equipment to the Contractor, or have the Contractor pick the Equipment up. b) $1 Buyout Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the Equipment to the Purchasing Entity, or as otherwise determined in a Participating Addendum, and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Equipment. c) Straight Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: 1) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of the Participating State or Entity; or 2) Return the Equipment to the Contractor, or have the Contractor pick the Equipment up. d) Cancellable Rental i) A Purchasing Entity shall have the option to enter into an Initial Rental Term of 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) A Purchasing Entity shall have the option to cancel the rental at any time throughout the term of the agreement, by providing the Contractor with a thirty (30) day prior written notice. iii) Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: 1) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of the Participating State or Entity; or Page 35 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 2) Return the Equipment to the Contractor, or have the Contractor pick the Equipment up. 4.5.7. Leasing and Rental Terms and Conditions a) Possession and Return of Lease and Rental Equipment i) Purchasing Entity is responsible for risk of loss to the Products while the Products are in Purchasing Entity's possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Products during periods of transportation and de -installation. ii) Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT) options at least sixty (60) to ninety (90) days prior to the end of any Initial Lease or Rental Term. Such notification may include, but not be Iimited to, the following: 1) Any acquisition or return options, based on the type of lease or rental agreement; 2) Any renewal options, if applicable; and/or 3) Hard drive removal and surrender cost, if applicable. iii) If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Equipment, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease or rental 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 Equipment, the Initial Lease or Rental Term shall be terminated on the date as stated in the Order and removal of the Product will be mutually arranged, unless otherwise specified in a Participating State or Entity's Participating Addendum. iv) If Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Product available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear. b) Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Products, or such later date as Contractor may designate. The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. c) Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or $1 Buyout Lease. d) Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV, $1 Buyout or Straight Lease, and return the Equipment to the Contractor in good working condition (ordinary wear and tear excepted). e) Equipment Upgrade or Downgrade. A Purchasing Entity may do an Equipment Upgrade or Downgrade on a lease or rental at any time throughout the term of the lease or rental agreement (Iimited to 10% or less of the entire fleet). The Purchasing Entity and the Contractor shall negotiate the price of the Equipment Upgrade or Downgrade, but at no time shall the total cost of the Equipment Upgrade or Downgrade be less than the remaining stream of Equipment Payments. f) Non -appropriation of Funds. For qualified Purchasing Entities, 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) Page 36 of 94 Copiers & Managed Print Services - RFP-NP-16-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS M 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity's funding sources are not available. g) Assignment i) Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Product or any lease or rental agreement without Contractor's prior written consent (which consent shall not be unreasonably withheld). ii) Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor's interests in the Product and/or these Lease or Rental Terms or any Order for leases or rentals, without notice to Purchasing Entity even if less than all the payments have been assigned, except as provided for in §4.5.5(a) . In that event, the assignee (the "Assignee") will have such rights as Contractor assigns to them, but none of Contractor's obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor. iii) No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity. h) Early Termination Charges i) Except in the case of Non -appropriation of funds for qualified Purchasing Entities, FMV, $ l Buyout and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less. ii) Cancellable Rentals shall not exceed a termination charge of three (3) months of Total Monthly Payments, or as otherwise agreed to by the Participating State or Entity. i) Default. Each of the following is a "default" under these lease and rental terms: i) Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; ii) Any representation or warranty made by Purchasing Entity in these lease or rental terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease or rental terms, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity; iii) Purchasing Entity or any guarantor makes an assignment for the benefit of creditors; iv) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or v) Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity's assets. j) Remedies. If a Purchasing Entity defaults on a rental or lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in this Master Agreement, and Participating Addendum, may do one or more of the following: Page 37 of 94 Copiers & Managed Print Services - RFP-NP-15-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D i) Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity; ii) Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to: 1) All past due payments and all other amounts payable under the lease or rental agreement; 2) All unpaid payments for the remainder of the lease or rental term, discounted at a rate equal to three percent (3%) per year to the date of default; and 3) Require Purchasing Entity to deliver the Product to Contractor per mutual arrangements. 4.6, Security Requirements 4.6.1. Network and Data Security a) 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. b) Contractor will not be permitted to download, transfer, or access print data stored on the Device in either hard drive or chip memory. Only system management accessibility will be allowed. c) Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity's Participating Addendum. 4.6.2. Sensitive Information. Sensitive information that is contained in any Legacy Equipment or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum. 4.6.3. Data Breach. Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST) standards as referenced in Special Publication 800-61, Revision 2 (available at http://dx.doi.org/10.6028/NIST.SP.800-61r2) and includes, at a minimum, breach detection, breach notification, and breach response. 4.6.4. Authentication and Access a) Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features. b) Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address. c) The credential information for any remote authentication method may not be maintained within the Device's memory. d) Access to the Device's administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Equipment installation. Page 38 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4.6.5. Hard Drive Removal and Surrender a) At Equipment install, the bizhub SECURE option may be available per Device for new Konica Minolta Equipment acquired under this Master Agreement. Value-added security functions can be enabled for: i) Hard drive encryption; ii) Hard drive lock password; iii) Automatic deletion of temporary image data; and/or iv) Data overwrite of electronic documents. b) At the end of the Lease or Rental Term, Contractor shall offer the following options for Konica Minolta Equipment only, and upon written request and authorization from the Purchasing Entity: i) As -is disposal. Equipment will be picked up according to the respective terms and conditions of the Order, and disposed of accordingly in a responsible manner. The internal data of the Equipment will not be altered or modified in any way. ii) In -place data cleaning. Where available, a Contractor field engineer will perform a "data overwrite" of the hard drive using built-in sanitization technology. The drive will be cleared of data and re -initialized in the Device before disposal. Availability of this option depends on model and configuration. iii) Hard Drive replacement and return. At the time of disposal, the internal hard drive will be removed and sealed in a container that will be returned to the Purchasing Entity. A replacement hard drive will be installed and re -initialized with the generic Device control programs. Availability of this option depends on model and configuration. c) If Contractor takes possession of any Device at the Purchasing Entity's location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum. d) Hard drive sanitation shall be at no expense to the Purchasing Entity; however, Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement, and shall provide the Purchasing Entity with a copy of Attachment I (Konica MFP Hard Drive Secure Disposal Terms and Conditions), and Attachment H (Konica Hard Drive Disposal Options), as modified and approved by the Participating State or Entity. e) If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non - removable hard drive, §4.6.5(b)(ii) shall apply. t) If a Contractor is removing another Manufacturer's Equipment, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this Subsection are met to the best of their abilities. 4.7. Equipment Demonstration Requirements 4.7.1. Contractor must offer trial or demonstration Equipment for Group A, Group B, and if requested by the Purchasing Entity, Group C, Group D, Group E, and Group F. Page 39 of 94 Copiers & Managed Pdnt Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4.7.2. Trial or demonstration Equipment may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase, lease, or rental. 4.7.3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Equipment for Groups A, B, and C may be converted to a purchase, Iease, or rental providing the following conditions are met: a) The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined); b) The meter count on Group C Devices not exceed 50,000 copies total (i.e. b&w and color combined); c) The Device must be discounted by at least 5% off of this Master Agreement pricing for that same Device; and d) The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model. 4.7.4. Any trial or demonstration period shall not exceed thirty (30) calendar days. 4.8. Shipping and Delivery Requirements 4.8.1. All Orders, regardless of quantity, shall be delivered to the Purchasing Entity within thirty (30) calendar days after Contractor receipt of Order, unless otherwise specified by a Purchasing Entity. 4.8.2. Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order. 4.8.3. All deliveries shall be F.O.B. destination, freight pre -paid, with all transportation and handling charges paid by the Contractor. The minimum shipment amount, if any, will be found in the special terms and conditions. Any Order for Iess than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge. 4.8.4. Responsibility and liability for loss or damage shall transfer to the Purchasing Entity upon delivery of the Product, except as to material defects, fraud and Contractor's warranty obligations, which shall remain with the Contractor. 4.8.5. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. 4.8.6. It shall be the responsibility of the Contractor to be aware of the delivery days and receiving hours for each Purchasing Entity. 4.8.7. The Purchasing Entity shall not be responsible for any additional charges, should the Contractor fail to observe specific delivery days and receiving hours. 4.8.8. The delivery days and delivery hours shall be established by the Purchasing Entity at the time of Order placement. 4.8.9. All deliveries, with the exception of drop -shipped or desktop Products, shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. Page 40 of 94 Copiers & Managed Print Services - RFP-NP-1 0-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4.8.10. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the Iabel. 4.8.11. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity. 4.8.12. Laws and Regulations. Any and all Products and Services offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 4.9. Equipment Installation Requirements 4.9.1. Prior to Order acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following: a) Air conditioning; b) ElectricaI; c) Special grounding; d) Cabling; e) Space; t) Humidity and temperature limits; and g) Other considerations critical to the installation. 4.9.2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines. 4.9.3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum. 4.9.4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings. 49.5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non -ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer. In addition, Contractor may charge for expedited shipping. 4.9.6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Equipment. 4.9.7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition. 4.10. Inspection and Acceptance 4.10.1. All Products are subject to inspection at reasonable times and places before Acceptance. Page 41 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4.10.2. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: a) Declare Contractor to be in breach and terminate the Order; b) Demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, c) Continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. 4.10.3. Purchasing Entity shall confirm delivery, installation and Acceptance of all Products covered by each purchase, lease, or rental Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B (Sample D&A Certificate), which shows Acceptance of the Product(s) and allows Contractor to invoice for the Products(s). 4.10.4. Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Product is installed, or as otherwise stated in a Participating Addendum. 4.10.5. Failure to sign the D&A or reject the Product(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Products are put to use. Acceptance of such Products may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Product(s) rejected and returned, or for which Acceptance is revoked. 4.10.6. Transfer of Title a) Contractor shall have exclusive title to the Products being delivered and the Products shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon: i) Purchasing Entity up -front purchase of the Device; ii) Purchasing Entity exercising the purchase option at the end of a Fair Market Value Lease; iii) Upon expiration of a Purchasing Entity's $1 Buyout Lease; or iv) Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity. b) Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 4.10.7. If any Services do not conform to Contract requirements, the Purchasing Entity may require the Contractor to perform the Services again in conformity with Contract requirements, at no increase in Order amount. When defects cannot be corrected by re -performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to Page 42 of 94 Copiers & Managed Print Services - RFP-NP-15-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS p 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Contract requirements; and reduce the Contract price to reflect the reduced value of Services performed. 4.11. Warranty Requirements 4.11.1. The Warranty period shall begin upon Acceptance of the Products, and shall be for a minimum of ninety (90) days for purchase, lease and rental Equipment. 4.11.2. Devices that are sold under this Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications. 4.11.3. Products shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve. 4.11.4. If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractors obligations shall be limited solely to the repair or replacement of Products proven to be defective upon inspection. 4.11.5. Replacement of Products shall be on a like -for -like basis and shall be at no cost to the Purchasing Entity. 4.11.6. Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity. 4.11.7. Upon significant failure of a Product, the warranty period shall commence again for the same amount of time as specified in §4.11.1. Significant failure shall be determined by the Participating State. 4.11.8. Contractor warranty obligations shall not apply if: a) Product is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer; b) If a defective or non -Contractor authorized Accessory, Supply, software, or part is attached to, or used in the Device; and c) The Device is relocated to any place where Contractor Services are not available. 4.11.9. Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. 4.11.10. It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor. 4.11.11. Lemon Clause a) This clause shall apply to all Devices that are purchased, leased, or rented under this Master Agreement. b) This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor. c) The application period is thirty-six (36) months from the date of Acceptance. d) This clause shall take precedence over any other warranty or Services clauses associated with this Master Agreement, or as specified by a Participating State or Entity in their Participating Addendum. Page 43 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D e) A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty. f) Any Device that fails (except due to operator error) to function in accordance with the Manufacturer's published performance specifications, four (4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a like -for -like Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity. 4.12. Customer Service 4.12.1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with this Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall ensure that there is always a single point of contact for the following positions: a) Master Agreement Contract Administrator - the Lead State's primary contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to this Master Agreement; b) NASPO ValuePoint Reporting Contact - Responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel; c) Master Agreement Marketing Manager - Responsible for marketing this Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and d) National Service Manager- Responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position works with the Lead State Contract Administrator to ensure contractual obligations are met, while providing leadership for the Contractor's operations, as well as strategic planning of the Service department. 4.12.2. Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding the Products provided, as well as pricing, delivery, billing, status of Orders, customer complaints and escalated issues. 4.12.3. Contractor shall provide full Service and support for Products during Normal Business Hours. 4.12.4. Contractor shall have a designated customer service team who will be available by phone (via local or toll free number), fax, or email during Normal Business Hours. 4.12.5. Customer service representatives shall have online access to account information and will respond to inquiries concerning the status of Orders (shipped or pending), delivery, back -orders, pricing, Product availability, Product information, and account and billing questions. 5. ADMINISTRATION OF ORDERS 5.1. Ordering and Invoicing Specifications 5.1.1. Master Agreement Order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. 5.1.2. Contractor shall accept procurement credit cards as a form of payment from Purchasing Entity, with no additional charge or fee assessed. Page 44 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 5.1.3. Contractor shall provide a centralized billing option, upon request, and at the discretion of a Participating State or Entity. 5.1.4. Authorized Dealers may invoice the Purchasing Entity directly, unless otherwise specified in a Participating Addendum. 5.1.5. Contractor and/or Authorized Dealers may charge the Purchasing Entity a re -stacking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum. 5.1.6. Contractor may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order. 5.1.7. Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time -frame. 5.1.8. This Master Agreement permits Purchasing Entities to define project -specific requirements and informally compete the requirement among other contractors having a NASPO ValuePoint Master Agreement, on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies. The Purchasing Entity may, in its sole discretion, determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. 5.1.9. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of Products, and/or Services contemplated by this Master Agreement. 5.1.10. Contractor shall not begin work without a valid purchase order or other appropriate commitment document compliant with the law of the Purchasing Entity. 5.1.11. Orders must be placed consistent with the terms of this Master Agreement, and only during the term of this Master Agreement. 5.1.12. All Orders pursuant to this Master Agreement, at a minimum, shall include: a) Name of Purchasing Entity; b) The name, phone number, and address of the Purchasing Entity representative; c) Order date; d) Description of the Product and/or Service ordered; e) Model number; f) Serial number; g) Price; h) This Master Agreement number; and i) Any additional information required by the Participating Entity. 5.1.13. All software Orders must reference the Manufacturer's most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version. Page 45 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 5.1.14. All communications concerning administration of Orders placed shall be furnished solely to the authorized individual within the Purchasing Entity's location, or to such other individual identified in writing in the Order. 5.1.15. Contractor shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per §4.10.3. 5.1.16. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then -current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. 5.1.17. 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: a) The intemet-based portal or electronic catalog shall clearly designate that the Products are part of this NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity's designated web location; b) All Environmentally Preferable Products (EPP) shall be clearly listed; c) If the Contractor's electronic catalog will either be hosted on or accessed through the Participating State's eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system; d) All information made available through the Participating State or Entity's eCommerce system is accurate and complies with this Master Agreement and the Participating Addendum; and e) Paper catalogs or catalogs on other digital media must be supplied to the Participating State or Entity upon request. 5.1.18. Substitutions are not allowed. If an ordered Product is out -of -stack, Contractor shall notify the Purchasing Entity and request approval before substituting for the out -of -stock item. Contractor's request to substitute shall explain how the substituted Product compares with the out -of -stack item. Any substitute Product offered must be on this Master Agreement Price List. 5.119. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery Order arrangement priced against this Master Agreement, may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery Order agreement. 5.1.20. Contractor's process for resolving disputed invoices, issuing refunds and/or credit, and addressing over -payments as well as Product returns is as follows: a) Purchasing Entity shall contact the Contractor via email or the 800 customer service number provided on the invoice; b) If the Customer Service team is not able to resolve the issue, then the call will be escalated to the Master Agreement Contract Administrator; Page 46 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D c) If Contractor agrees to Purchasing Entity's dispute, the Purchasing Entity's account shall be credited. If the Master Agreement Contract Administrator does not agree with the Purchasing Entity's dispute, then the Purchasing Entity can request further review by the Director of Bids and Administration. In all instances of dispute resolution, the Purchasing Entity may contact the Participating State Contract Administrator, or the Lead State for assistance is resolving the dispute. 5.2. Payment Payment for completion of a Contract Order is normally made within thirty (30) days following the date the entire Order is delivered or the date a correct invoice is received, whichever is later. After forty-five (45) days, the Contractor may assess overdue account charges up to a maximum rate of one (1) percent per month on the outstanding balance. 6. GENERAL PROVISIONS 6.1. Insurance 6.1.1. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option; result in termination of its Participating Addendum. 6.1.2. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, blanket contractual liability, personal injury (including death), advertising Iiability, 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 Iimit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this provision. b) Cyber Liability covering claims and Iosses 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 occurrence and $2,000,000 aggregate. c) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. d) Automobile Liability covering any auto (including owned, hired and non -owned), with a minimum limit of $1,000,000 each accident combined single limit. 6.1.3. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. 6.1.4. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that: Page 47 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D a) Names the Participating States identified in the Request for Proposal as additional insured's, and; b) Provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection. 6.1.5. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Purchase Order's effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy 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 and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 6.1.6. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Order. 6.2. Records Administration and Audit 6.2.1. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or Orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any Order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. 6.2.2. Without Iimiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of this Master Agreement or Orders, or underpayment of fees found as a result of the examination of the Contractor's records. 6.2.3. The rights and obligations herein right exist in addition to any quality assurance obligation in this Master Agreement requiring the Contractor to self -audit Contract obligations and that permits the Lead State to review compliance with those obligations. Page 48 of 94 Copiers S Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 6.3. Confidentiality, Non -Disclosure, and Injunctive Relief 6.3.1. Confidentiality. Contractor acknowledges that it and its employees or Authorized Dealers may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity's or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or Authorized Dealers in the performance of this Master Agreement, including, but not necessarily limited to: a) Any Purchasing Entity's records; b) Personnel records; c) Information concerning individuals is Confidential Information of Purchasing Entity. Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that: i) Is or becomes (other than by disclosure by Contractor) publicly known; ii) Is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; iii) Is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; iv) Is obtained from a source other than Purchasing Entity without the obligation of confidentiality; v) Is disclosed with the written consent of Purchasing Entity; or vi) Is independently developed by employees, Dealers or Subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 6.3.2. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and Authorized Dealers of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 6.3.3. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal Page 49 of 94 Copiers & Managed Print Services - UP-NP-18.001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS H 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. 6.3.4. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 6.3.5. The rights granted to Purchasing Entities, and the Contractor obligations under this section shall also extend to the cooperative's Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to §6.2, Records Administration and Audit. To the extent permitted by law, Contractor shall notify the Lead State of any entity seeking access to the Confidential Information described in this subsection. 6.4. License of Pre -Existing Intellectual Property Contractor grants to the Purchasing Entity a non-exclusive, limited license to use the Intellectual Property and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property") for all purposes necessary or appropriate to the authorized use of the Equipment to which the Pre-existing Intellectual Property is embedded or associated. Pre-existing Intellectual Property shall not be sold or transferred separate from the associated Equipment. The license shall be subject to any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-existing Intellectual Property. 6.5. Public Information This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 6.6. AssignmentlSubcontracts 6.6.1. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 6.6.2. The Lead State reserves the right to assign any rights or duties, including written assignment of Contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint. 6.7. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's Key Personnel, in writing within ten (10) calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed in the Contractor's proposal. 6.8. Independent Contractor 6.8.1. Contractor shall perform duties as an Independent Contractor, and not as an employee. Neither the Contractor nor any employee or Authorized Dealer of the Contractor, shall be or deemed to be an employee of the Lead State, NASPO ValuePoint, and/or any Participating State or Entity. 6.8.2. Contractor acknowledges that its employees are not entitled to unemployment insurance benefits unless the Contractor or a Third Party provides such coverage, and that the Lead State, NASPO Page 50 of 94 Copiers & Managed Print Services - RFP-NP-15-001, NASPO ValuePoini Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ValuePoint and any Participating State or Entity does not pay for or otherwise provide such coverage. 6.8.3. Contractor shall have no authority to bind the Lead State, NASPO ValuePoint and any Participating State or Entity to any agreements, liability, or understanding except as may be expressly set forth in this Master Agreement, Participating Addendum or an Order. 6.9. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of this Master Agreement. 6.10. Defaults and Remedies 6.10.1. The occurrence of any of the following events shall be an event of default under this Master Agreement: a) Nonperformance of contractual requirements; or b) A material breach of any term or condition of this Master Agreement; or c) Any certification, representation or warranty by Contractor in this Master Agreement that proves to be untrue or materially misleading; or d) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar Iaw, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof, or e) Any default specified in another section of this Master Agreement. 6.10.2. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of thirty (30) calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part, if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. 6.10.3. If Contractor fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: a) Exercise any remedy provided by law; b) Terminate this Master Agreement and any related Contracts or portions thereof; c) Impose liquidated damages as provided in this Master Agreement; d) Suspend Contractor from being able to respond to future Solicitations; e) Suspend Contractor's performance; and f) Withhold payment until the default is remedied. 6.10.4. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in this Master Agreement, in addition to those set forth in its Participating Addendum. Page 51 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 6.10.5. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 6.11. Waiver of Breach Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or an Order. 6.12. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 6.13. Indemnification 6.13.1. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or Subcontractors or volunteers, at any tier, relating to the performance under this Master Agreement. 6.13.2. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"). 6.13.3. The Contractor's obligations under this section shall not extend to any combination of the Product with any other Product, system or method, unless the Product, system or method is: a) Provided by the Contractor or the Contractor's subsidiaries or affiliates; b) Specified by the Contractor to work with the Product; c) Reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available Product, system or method capable of performing the same function; or d) It would be reasonably expected to use the Product in combination with such Product, system or method. 6.13.4. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Page 52 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 6.14. No Waiver of Sovereign Immunity 6.14.1. In no event shall this Master Agreement, any Participating Addendum or any Contract or any Purchase Order issued thereunder, or any act of a Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. 6.14.2. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 6.15. Governing Law and Venue 6.15.1. The construction and effect of this Master Agreement shall be governed by the laws of the Lead State. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado. 6.15.2. The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the Iaws of the Participating Entity's or Purchasing Entity's State. 6.15.3. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): The Lead State for claims relating to the procurement, evaluation, award, or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party. 6.16. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any Goods or Services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 6.17. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non - Page 53 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 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. Page 54 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT f ' Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor's behalf and I acknowledge that the Lead State is relvino on their representations to that effect CONTRACTOR Konica Minolta Business Solutions U.S.A., Inc. By: Jack Dixon Title: Contracts Manager By: ignature Date: August 1, 2Q19 Jared S. Polls, Governor Department of Personnel & Administration State Purchasing 8, Contracts Office ara Veitch, Executive Director By: a,,-. John Chapman, 5 e Purchasing Manager Date: Or 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 ob aros, CPA MBA, JD By: • Date: 1 Page 55 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoInl Master Agreement Terms and Conditions DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D EXHIBIT A, PRICE LISTS Group A Price List (posted as separate file) Group B Price List (posted as separate file) Group C Price List (posted as separate file) Group D Price List (posted as separate file) Group E Price List (posted as separate file) Group F Price List (posted as separate file) MPS Price List (posted as separate file) Software Price List (posted as separate file) Accessories for Discontinued Base Units Price List (posted as separate file) Page 56 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terns and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D EXHIBIT B, SAMPLE D&A CERTIFICATE NASPO VALUEPOINT MASTER AGREEMENT NO. 140597 AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO. WITH Konica Minolta Business Solutions U.S.A., Inc. TD: Insert Name of Contractor or Authorized Dealer Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order. Insert name of Purchasing Entity By: Title: Date: Page 57 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D EXHIBIT C, AUTHORIZED DEALERS BY STATE Konica Dealer List (posted as separate file) Page 58 of 94 Copiers 8 Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoinl Master Agreement Terns and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D EXHIBIT D, AUTHORIZED DEALER FORM Manufacturer Name: (Check one) ❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Copiers and Managed Print Services Master Agreement. ❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Copiers and Managed Print Services Master Agreement for the following reason: Signed: Signed: (Contractor Representative) (Authorized Dealer Representative) (Pant First and Last Name of Authorized Dealer Representative) Date: Date: Page 59 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terns and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D EXHIBIT E, NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE NASPO ValuePoint Detailed Sales Repo Page 60 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT A, KONICA MASTER PRENHER ADVANTAGE AGREEMENT For office use only {Check one. ❑ Branch ❑ Windsor Master Premier APPLICATION NUMBER AGREEMENTNUMBER KONICA MINOLTA Advantage Agreement This Master Premier Advantage Agreement ('Agpreern n) is written In -Pula English' The words you and your, refer to the ctatorner (and as guarantors) The words Less". me. us and our, refer to Konica N11nolla Premier Finance, a proglam of Konica Minolta Business Solutions U. S.A.r sacs Its subsidiaries and affNiahm ($uppller) r r FULL LEGAL NAME STREETADORESS CRY STATE 23P ?HONE' FAX BILLING NAME OF DIFFERENT FROM ABOVE) BILLING) STREET ADDRESS CITY STATE ZIP EAMAR E(=PMENT LOCATION OF DIFFERENT FROM ABOVE) 'BY provtlng o nleprme numberfor ■ MhAm ptmwma or *VW.ealeu davte. Tau are eayrassrr cons*" Is rear" ee.rrn amea.e.n (tr FXW4r vkW4 r sascasbae perposesi,t tat nurhmer. eecaideq Out real trnssd Sop -d r eremaal rdce message Bah. bead nessages. and cab made by on sutemsee asiepnsme d aMg sperm f item tnsor and p affiance end apws Ties Expreu Caeterd *q*n to each such I&leow" nnmier mat you pavde era m ear or h are lusao and pormos suds cab Thna Cab a� ehmlas�m7 may nrlCaf access raea frp n glen ta>auty prvrdn CUSIOMER ONE GUARANTEE The Konica Minolta equipment leased In this Agreement Is covered under Konica Mincha's Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or - �— www.kmbs.koni=minoita.us. =TOMER ONE 1 FE f LEASE AGReliAENT f LEASE AGREEL(ENT Yhm, agraa to lea" kom — free personas prop" as idenb16ed in Sc hadJes 1n trs Master Premier Loa" Apn.mant Fom trna to trine Boned by ym ad va (such property and arty upgrades replBcemeeda rep&ks old addbires refemrd (a p 'Egrrpmarrr) br business purposes any You may dare Pudmw Orders that I xmpcds by rekranw. lira Master Predrer Lew Apeem ord erd time related Non Appopdercn Rider end d" Ymorponded by reference. each such Purchase Order will mmttluq a Schedule for On p rpases of this Maser Pinner Law Apnemere Each Schadido Is a sepwak .sslgnab o )@ass T. the a.krd Iha Egrlpnhere inchdes vdangetr property or "aeasted serACQ% such a periodic saRwsre keenaas and prepmd drab&" subscrodon home tut h poperty shelf be rafeerad to me nit -See+.are- You ogre* to ell elf are bems errd cdntkhorn c cert nod .h Vos Agreement and art, Schedule..erar abrq wet, >M lmnnha @rho oordrions n the Maslen Apremrm cord Put dp.ting Adordian an a eonnpiek statement of our Apaemem regrdeg the listed eq.Apmad FApneemonY) This Apraemam may be modtd only by Can teen Agreement and not by aouras of prtom anao This AanemeM becomes vast upon azademert by or far us The EtwomrC+ deemed accepted by you ender the aWidsbfe Schadn/a trsne YOU notify a Casein pro (5) days of daawry that you ss net &MOO *0 FAriINVOM &red Spate oho detio or matltnaion In that owes, at our sole optiol . w at out d.f gnee Ws repisce the delocl; ham of Equipment or If" Agreosna wB be caneNed and h.r of ors deegrn@e wsl repossess the Egtiprnont You apes lhat. upon our eq, -2f. you via sign and chino to us a dtivey and secaplance carbil a e oonfik p your somMtonce of the EquOrraad leased to you. The Apreemant wa cnnrAn from the eirp Deft for lino Term shown Arty rderrsion or ranasror of the Term wil be n accord. Catlin the Term adonsion and mhi**W Soma and mndtms of tho NASPO V66APoiM Md by the $Isfe of CO) Cadrscl Number 1a0507 as modfwd by that centre Psrbeepapng Addendum between you and rtareea Minolta Bua+ness Sokdlens U SA Inc THE EASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD_ IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. N arty prari4an o1 tws hp.ement s declared umrdersaable ern any junsdlCiern try gigs Pronrarrrs hra.m fhM remh@.rh in lull [orbit and eeler r that Jrrled[ben and M oters. Yoh Cat wita us to kart or wrnct mbskm itlanwtm On this Mass Ineirdrrg year proper fegsl came, "tat nianbors, ether rsanbrs desanbirq the Epmdpmeet erd Carr embed fectuol meWS. pfovkkV they do not aentradret the lengnuge in the Masco Agnamrd Of Pafpasog Addendum You agrae to prard@ upnlated wmuY snBer puarfedy tkmanrJw stow mra to us upon ToWast Y— WAhorbra us r ow sgart to edam lade reports and make , 11 hmirles raper" you and your tnanciol eondoon and to provide your knfsmaticn I max* hg Payment hi tWy to car assignee or third Fames having on aaenemk ktarasl in this Aervemord art' `chodL & or the Eaulorn»rt 2. RENT Rent will be payable in inutal moms. each n the amown o1 the Ltontdy Payment lQ .our periods pa~) shown pies a" apPipbk sales stir w+ ter. If wa pay wry tax o year behalf you Boras to rernbrrso we pa body eleng Witt B preeasrmg fee Scbaapsm i staMwts -4 be mob'* on the Fret Clay of each rem" paymem paned shown beg' L' mtw I o Skit tottl poymrd period or as ad» @peed We ens hose the right to appy al sutm rawivaa loan you b shy arshouhs arts@ and awed to is uder the tames of Nis Agraamem Your obligation to snake at Monthly Payments leer etas pwMdhe paymoM) heraond" Is absWrite and unconditional and you cannot wHhhold w onset against any Monthly Payments (r eewr porleda payment) for any reason. You agroe that you wif remit payments to us in the form of company chucks :or prsonal checks in the case of dais papnotrstW s) direst deb. r wres ray You arse &per cash end Cash equnslema are not sowytege to f. of peymum leer tlea Agrrmrnt end the! Tau wee oat temal such bins at payment to ens WE BOTH INTEND TO COMPLY VM ALL APPLICABLE LAWS IF R IS DETERMINED THAT YOUR PAYMENTS UNDER THIS AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW, THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCES S OF THE LEGAL AMOUNT (coneb fhpd on btut) THIS IS A NONCANCELABLE 1 IRREVOCABLE AGREEMENT: THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. Konica Minolta Premier Finance '." ralwanced share) FEDERAL TAX 10 e PRINT NAME TITLE Tr h.p e. Garwmr.n"2'. L.d. a Fear d tr..eeu... re hh.he W r.esrrw. w me... r.rry .•a new .,an.>.h n..+s..,er...rah e.rwim .m. seam an aeehnmrhe vvhh.r r.. m......n.�. ter awn w ".a- M w te.nerr re. w .hW — — b w .e -.Wq aenrr.hr. Sae mve"o, aide for additional % me and aondtioms KMPF0007 — U5 09117118 Page 61 of 94 Copiers & Managed Print Services - FIFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3. MAINTENANCE AND SUPPLIES The charges established by the Agmenhenl Include payment for the Lee Of try des*nse4E Ettupm ant and accessories. makissnance by Supplier including irnpecoon, adjustrnam Parts replocamenl, dorms ant Waning naearat required kfr the proper OWSOM n wall as toner. developer. copy cothidgas and pm kits AN supplies am the property of Suppier until used If yaw use of supplies exceeds the Iypieal use prdern : ■a dNemoned souls by Suppfor) for Visas items by here than 10% or should SuppAw, in h# safe discretion. dot4mNe that Supplies ale berg abused in any fasnici . you agree to pay far much improper or excess Lao Paper must be seporatey purchased by you A page k defnad none mate ebek and wrrs by page ates as h4mv 3 Tri I' - I click, 113ttr - 2 clicks You ogre* to provias 5uppwet free and stew seem to tr equipment and Supplier .e provide labor Or routine mmadist and p rmcbm marea+a+ce service as vial as remedial parts AS pan reptecamwds shall be on an sxciage bask with new at ref rbehad Cams Emergency service can will be performed at no extra charge daring normal business hours (delved as 11,00am tog DOpm , Monday dreuph Friday exdhsive d hosdwyf obsnrv4d b7 Sapo4r). Ove.ana dnagem at ow --tract ratan. vril be char gW for all Service caws outside ricv business hors Supplier aril not be ctiMgaed to provide servke a repairs n the *veto of mouse or casualty and wi dierg* you separately it such repairs w made It necessary the Soirr and supply portion of to Agre*merd may be assigned You oclaw-led" pet (a) Ihe SupWr (and not Lessor or MS -sSigr+ess) is the sal* Perry, responsible far any service. repair or mordenanes at the Egeepnwd and (b) the Supplier (not Lessor or Its assigreea I is the party to wry sense mainlenanim agmement. A. OWNERSHIP OF EOUIPLIENT We are the Oamer of the Equipment and have SW bale furhless you have a 3100 purrchase opadn) to the Equipment (exsRrdehp software. You agree to keep the equpm eM Ina and clear of aw bans wad mains. S- WARRANTY DISCLAIMER., WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EQUIPMENT If FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE - YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE ARE LEA SUNG THE EQUIPMENT TO YOU-AS43'. You acknowledge that nets of Suppler a Visit npresenatives an out agents and nuns of them are, authorized to medatr She Hems of da Agri omen t or any Schedule No representation w warranty of Suppler woh respect to the Equipment wkp bird to. nor will any breach thomat mMm you of any W your cWgsbo horeuraw You are swam of am home of the menuhebeer or supplier of each dam of Equipment and you wit contact this manufacturer or supplier farm description of yauw wemanty rights You heraby a limawadye and eonStm Chet you Neva red received any tax, fiharoia. *oosnahp or Ipal advice born US the makefaehte or Supplier of to Egkrpment THIS AGREEMENT AND EACH SCHEDULE CONSTITUTES A 'FINANCE LEASE- AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE You agree that to Custaner One Gusrwhtos is a separate end YdeperWon ob%p*tiatn of Supplier to you, tat no assrgneo of to Lessor she hove cry ahigabon to you wish rasped to the Guarantee and that your obligations woet Ills Agreement an not aabf4d to seedl whiuoldng mdudiarn, deurrh ramm or defense far cry reason whaace is I^rA+cl^g. without Mnniadert any Win you may have agafna Supplier with tesped to the Customer Orr Guasntoe S. LOCATION OF EQUIPMENT- You wit keep and Use Via Equiimnrd Only at your address shown above and YOU apse rot to mow a Wes* we agree to IL At the red d the Agneresnfa tams. N you do not purchase the EgipnetL you wO make the Equipment available for pick up. n nisi resmaba mrddhen I norms, over and lost occomovo)_ kill wotking sow reed In ' , F. 'epse 7 LOSS OR DALIAGE. You ars responsible far the risk at loss or for cry des rucb n of Or Owns" to the Equipment No such loss or dom*ge relieves you from the payment ebkgateau urndwous Agmerreod. You agree to pro tidy notify us in w itz OF cry less or damage and you w% then pay to us the prove Vahan of the total of Y unpsw Martthy Payments (or cow; i c 4h, pmr"wrai afowt) lift the hA Agreement farm plus W. asur nated lo+ ma Net value of the EOWmem at the and of t e originally Scheduled term. ail dnlooereted at four percent (4%) Per yew Any peeceeds of insurance will be paid to us and credited, a our apbom sgarM any loss or eomaga. You eubodZe In to sign On your behalf rid appoint us as yaw sdwrwy In fact to exreule in your name airy insurance drafts or checks ssuad dw to loss or damage to the EgUpment S. OUDEL04 Y We are not responsible far any "a or anpnes caused by the ista%otion or us* of the Equgnrrd. You agree to hold us hemaess and rerrWwse us for loss and to Cialend us against any coin for losses or Iryuryor bosh caused by or Equipment We reserve tha right to central tee defense aid to saaet arapptbve defense counsal This Intern ity amvhtas the aspiration ar tmnntriatfan of this Agsa*ohent S. TAXES AND FEES Yau agree to pay when ihreiesd ant sans andlor Use axes and loss misting to this Agmemtnl Or the Eauaeeen Unless a void exemption certificate is supplied. We vA file as tax returns. We reserve the ngM to charge a Me Upon tanrrnaton of this Agreement sitar by IredsAW buy, a A a defauk Any, les charged under this Agreement may include a proN snd Is subject to applicable sales wxLw Isxas. I O. ASSIGf A;ENT YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT You epee tut Uwe sak assign, or bansar this Agraamemt adlar the Equpicent the new lassor Will have thn some rights and beeahts Sat ova have now end vril'ot have to perform m of ew obligations_ You apes that to egMs of the new Lessor will nab be subject to cry coinns. deferees. at all offs tlnal you may haw pains! the Soppier The cost of any Equipment. Sotrwts. fervioea and *ter *Mt+ona of tie Apeem+ota has been rhegabeled between you snd the Soppier Norte of Lnsors aasigrrea wit awsperd*my wrMy cry such beats La»cfs assignoes will be Irovhdng htmding besod an the payment you have n 9clisad with Suppler Yousm responsible for oetorre%eg your nowurnthhg treatment of the appropriate but. legal Mandl and accenting oomponenu of the Aarearnsni 11. DEFAULT AND REMEDIES a) II you do not pay "Item paymentor other way qua to us wWW forty -Me { 47) wys of when tlw mad ei potty wton due or(b} gym brook" of star promses In tr Agreement or" ad m Apeer en wrah is or (C) d you. or bury quarardw of your Obligations becoeno isaimt" or com mot" bankruptcy at reosFershp proceedings or hove Such powedigs oomnterood against You. you wiz be In defaJL it any pat of a payment is ogre than twee (3) days We. You so ea to pay a Ise chaps of ar percent i 1%) of Vie payment whiel a ere ar N Nos, the mtaarnrn charge a*ewed by km N you we ever in defauAl we may do any pne or an Of the fa*bw-g Im) instruct Supplier to wmiow servers Peru and supplies and! or vow the Custemer One Guarantee. (b) MmmYete or cancel this Apoarwd endror any and all Schedules and you Sig to mnpenaaa us. not so ■ Penalty by pay -rig the Slim at 0) d past due and nrrent Llonthy Payments Car other Periodic payments) end Charges dun undo the Agraenerd and -try Schedule. Ii) the present Voles of all ramaohig Monody Payments (or atim patiodc peymeNs) and charges for the hem indar of to farm OF such Schedule. dsaaunad at the ram of four pit ow { 4%) per etnum for to lo-*M rate pamsoaa byline. whit awr a hWw). and far) tin Pnues4nl vake (al tin sane dscounl lam as speouct ih clause % above) of the anourd of a" purchase ppi - vmth respect to the EW-Awnernt or, d none k specified. our anticipated vmhe of the Egurpmeof at the and of the intrtel term d such Schedule (err aq mmU w i the satx and fc) reiWe you to ream the Equipneum b us to a Iecsom aaftyrated by us (aid with respect to any Software. (t} armrerL" ermnnae Yar right IS use the Satware inclWng the aismbling (on4ft or by remote oorararrcation} of arry Sots we. (i} "mend the Imunnbate return and obtain possssS of to Sofbere and to-icemsr to Solbww* at a public or pHra4o sale. agW*r (ii) pause to Satwere supper to termnafe the Soffwa , lkm support and other services under the Software %tens*). We may recover Intuest on any urwad beanoe at the rem of few parcem (4%) per on num but in no awrm mars than to awhA maximum rate We may atsa Use wry of the remedies available to Uf under Articcle 2A of am U wkin Camanatal Code as -aced in the Sate of Lessor or Its Assignee or cry Baer law. You apse to pay out reasonable costs of eolleeean and enfdsement. i cledeig but not SrMed to *MnWs tar and ■dual covet costs rats" la any claim arlai g: undar this Agreement ahekrdlng. b-rt nat Smbed to. any "M hewn or nfemel for eoMoction If vre have to te►n POSSnNbn at the SWWrhenl. you agree to pay am cast of repossession The net is , - I of the sale of any repossessed Equipment vA be tatted against what you owe US YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER. You *are* that arty delay or taau t to enforce our rights under this Agreement does not prevent is ham enforcing any rights a1 a aer pens AM of our Ages are cumulative. 11 Is trfhat agreed the your rights tied eamedies we Dammed 4.*k Sir*iy by t-m Agrwriard and you waiw lassei s rights under Article 2A c 50&=) of are UCC 12. UCC FILINGS You gram us a seam" Irdo st in to Equwnherm d this Agmemam Is doomed a secured transaction aid you SkMarire us to record a UCC-1 Stoning statement or Smear insturnom v dram to show out a'Raea in the Equipment, 13. CO45ENT TO LAW JURISGICTION AND VENUE This Agreement Shea be doomed fully executed arid performed n the Sete of Lessor or Rf Assigrwe a principal pace of business and Shall be pawned by and eonstrUea In mocoraance with in awn I the Lessor Or its Assipee shoe bring any )upciS pra+ndag at raabon to m matter ansng under the Agreement am Customer irrevocably ogress riot any such matter may be -d(hudW ar datmomkhnd in any cart or acrts in the Stare of the Lessor or rid Assignee's prncipsr pace of business. or In any court err caws in Customer's stag of rasldence, at in any Carr court havkg jkrudletiohh aver am Customer a assets of the Customer s% me She sole election of the Lessor The Customer hereby arevocaby submits generally and arcamchdnaAr to to )uWdiebein of shy Such Court so elected by Lassor n reabon to such mah rs BOTH PARTIES WAIVE TRIAL, BY JURY IN ANY ACTION BETWEEN US 14 LESSEE GUARANTEE. You agree. upon our request to shmrm4 the anginal of Ws Agreement and ay schedules to to Lessor va oo- %gI ester IM same day of to hamenN or other Wcbarc transmission of" Signed Agreement and such scrdkA4s Both pars** "me tee this A gm*mwd tint any Schedulsf signed by rota wleter m smalls or eedra>ically and su mited to in by fsawrAo or other eloctrarda transmission cant ceps^ execution by us {manually Or eiSckvrreeMy as applicable). be bids upon the parties. Tlq 30064 may be executed In Counterparts and shy focowrile, dhaW'aWis ond'or otter elacbom.c wamsm insbn of this tease whid has been rm wwelty ar Sn c - csIf s'phad by you when manually orelaewaricift Caumwslpmed by us or saaCMd to our agrul Sgnssrs counterpart andlar In our possas Shea conrK is the sox aripanSl Chattel paper as "fli ed an line UCC for OR Wtpamn (imC4drg wy enforcement action ceder paragraph 12) and aria be *dmiisabin as legal evidence erred Both patio waive the right to ceNngo in eaurt the sutenbeay d s faxed. pheapaph c. at other eleetrominkly b"sairbed or eNetranical agreed copy Of tics Agreement and any Schedule. IS. OVERAGES AND COST ADJUSTMEtfTS Yaw agree to comply wish My billing pros -firms designated by us. ihdudag toafyag us. of the melor rw*daig on the Offing Dos If maser readings are not received. via reserve the right to estimate yaw usage and bill yow for that amaurd. We they till you a per papa charge for *S pages produced betim m l ho dare of your taut Nvake and the data wen you sabsh Yoe ob%gsbons. cedar this Agreement aid .men pudhow orratrn the equip wot tow. ti COMPUTER SOFTWARE Not wdhstadug any other ems and cadktiois dthis Agree eniL you agree that as to saflt t Only sI We hew not het do not how nar slim haw any tat to such wft ate. b) You hove Sxeouted Or wilt wdOulm a Separate eORVrsre Lbomfe Agrees mart and via are net ■ party to and horn ma resporaUbites wdeawwr in regards to such lice rw Agreement e) You have selected such sollarom and as per Agmerferd psW ocii. 5 WE MAKE NO WARRANTIES OF LIERC LANIAISUrY DATA ACCURACY SYSTEM INTEGRATION OR FRNESS FOR USE AND TAKE ABSOLUTELY NO RESPONSiOlLr Y FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH 500177WARE. 5YSTEMS WrEGRATION. OR OTHERWISE IN REGARDS TO SUCH SOFTWARE CUSTOMER S LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN Nis WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE SAzG SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE Page 62 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT B, KONICA MASTER PREMIER ADVANTAGE SCHEDULE For office use only (Check one); O Branch 0 Windsor CM Master Premier APPLICATION NO. IvIASTERAGREEMErRNO SCHEnULENO I(ONICAMINOLTA Advantage Scheduf� L FULL LEGAL NAME STREET ADDRESS 1 P.0 BOX CITY STATE LP BILLING CONTACT N41E BILL -TO PHONE NUMBER' FAX NUMBER E-MAIL 'eft pr*Y*V a kkphaw r u nbu kr a wkdar phew a odnr wnlm den«. you an ewes* +on=entmg to ww. owwnw r mrs q« NONmvsea+g a acktaaan papm ) at and nab". iiKhd^C. put nat w 10. preremded «aManl wile message cab, leR messages, od G*s made by an aummwe kkpha chimp sysnm hpm Lesser eM ss aWon and agrnn- T o Espreas Casem apples k each amh kkyhae Daher dal you bw mwakdo funn and udomcab and n-- lion LESSEE LEGAL NAME STREETADDRESS CITY STATE ZI?,,..,,,._,- CONTACT NAME PHONE NUMBER FAX NUMBER A4ake/Model/Accessarieso-j,&.!;s.e.—D.-,;p�—.-ds,ppk,;L.—owpa.�m A -%Set Invoice In(ormaticn Serial Number Start Meter Read(sj D Sn a 2sched'SdnCNo A I« dddwld EQLVMMl! Accnwm r Sdfi me TERM AND PA�ME14� §CW9DIJLE TERM IN MONTHS 0 of payments Payment Frequency Payment Amount Advance Payment waappraneLM) Mks OR*C ne tees, ❑ Quarterly p Monthly $ $ Payment includes B&W pages per month Overages billed at 5 per B&W page Payment Includes Color pages per month Overages billed at 5 per Color page THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER ADVANTAGE AGREEMENT IDENTIFIED ABOVE. Konica Minolta Premier Finance LES90A FEDERAL TAX 10 a PRINT NAME TILE Page 63 of 94 Copiers & Managed Print Services - RFP-NP-1B-001, NASPO ValuePoinl Master Agreement Terms and Conditions. CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT C, KONICA MASTER PREMIER LEASE AGREEMENT NASPO For office use only: Check one%- ❑ Windsor ❑ Dealer ValuePoint "— .CC KONICA MINOLTA This Master Nerrim Lease Agreement ('AW@en*nr) i+J *Men in -P6* EngbsW The words you and your, refer to the customer (and Is guaramgrs) The Words Lessor, We, us and our, refer to Konica lifinoita Premier Finance, a proarare of Konica >rlthfORE Business Solutions U.S.A., Inc., ks subsidiaries and aftlates. (Supper) CUSTOMER•' • FULL LEGAL HAVE STREET AOOR£SS CITY STATE ZIP PHCWE- FAX BILLING NAME (IF DIFFERENT FROM ABOVE) ei LLING STREET ADDRESS CITY STATE ZIP E4AAtL EQUIPMENT LOCAT)DH I W DIFFERENT FROM ABOVE) •ey pro" a akpMne comber fir a otbAw phone or anus ecrelese do.ea, You are avressh oaaanWV 10 rem np foosr w6aWd ON NON -work" at fasoeafon pupamL at btat nrwtber. ctcknde4. bra not bred b. pareet7dad w aRlbal vas massage cats. f V messages. and cats wads by an automatic islfpkeM drMrtp system from Lasser and m afbbms and apes" The Express Cotsam appMa n each uch tamp ores farmw the you L.ewde is Io new or n ae Wore and pammm such huh Thess cum ate mimapea may incur attain tees tram yarn ealkoar suds INFORMATIONSUPPLIER MWE OF SUPPLIER STREET ADDRESS CITY STATE ZIP PSMAE FAX TERMS AND CONDITIO6ELOW, I LEASE AGREEMENT You agree to Lase kem us the personal prtpenry as aentssed in SNMdules to teas WSW Ptenrer Laee ApreemeM from une to brm aged by you and era ;such property end arty upgrades reptammras, teows and eamttcnt MN g b as'egtipmary fwbu>,.w■ PWPosss poly You my Sate Ptrrnam Orders mat incorporate by reference. this Master Pro wo Lease Agreement and tee relsted Nan Appropdoban Rider W V so Ncwporayd by reheenos rich suer Putahsse Order we oonzo ute a Sdw&.As far ow purpmn at bet Master I'm goer Luce Agrae hart Each SehedW is a seperstte asslpmable leans To the extant the Evupnerrt rnrdudes rrcartp,bla property or assocated srvion arxh a prtetdi I sonws v bwm end prepaid detttbase subses"M rVft such property ahsff be niferred eo e she -SahWw• You agree to an of me sums era corkdtdorrs oentskhed in tna Agmemru and any Schedule. VAO&L along vAM the lrm s and condemn k, 04 Master Agmmnrd and Parbe pow.9 Addendum. are ■ odn pkft stahmmki t of our Apeemant ragardng ate heed egAament rAgreomenn This Agm*"wv may be mdr:Sed ** by wrmen Agrssment and not by earns of performance This Agreement becomes rand upon e.eaAon by or for us The Equprnrd Is deemed eompfed by you texlst the appncahM Sd%@dtle urAms you newy is warm Two (5) uri of taeirowy Vol you do not a--p the Equine and specify au dahcl or matf�rtfAorh M Cut ererx. n our sale op4ort..re w v. desrpw wen replscs cos ttehca.s stern of Egan~ or On Agmemaettwan be canted and w r our desgree riff repossess the Equipment You agree Vint upon am request you will sips and dower m us. ■ dswery and atceptence oerhscate conrrrrw yar 000spe has or the Egtiprurx leased to you This Agreemrd arm am Am tram the Bang Daft For the Term andrarh Arty ersemrbn w reruwal d the 7emt vA tee it somder . reran the Term esterefian and renewal tunte sera troniom et the NASPO V AmPoeu pad bt ere State of CO) CoNeecy Hurmbet t 40!5W as f iedcsod by thal certain Partiapebng AodsMun behreen ya sod Karim Mw wA Busness SoL*wm U S A l rc. THE BASE RENTAL PAYMENT SHALL BE AtiIUSTED PROPORTIONATELY UPWARD OR DOWNWARD, IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR 19 LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If Wry Prow4on of Via Agreement is declared! unen*maable m ony juodcbat She other proraerts herein Owl remain in ha face and etten In VW juudebon and all tithe You aud+rtce us tc insert or tang nineV idamehon on feria Issa wcY,dirtg yaw proper Lgai Mama Baal manors. clew numbers dasmmwg Vo Egtdpewx end cow omAad krtdusl nrnavara powdrq Vwy do net rtorresdret ra terqusge it re Us~ Agreement or PwbmpaWV Addertmrm You agrw be prgNde updated annual sn&w gtssrtrfy lira nciet statements to m Haar rsquea You suffie t e us r cur agent to obten vela reports end make vedd rraitles reps 0 you and your fitarolel m%dbm and to poride your rdos bar% k%0b,&q Payment hratory tc o.. asslpnee or Vird parties hari,p an eoofwww Mertft in V is Agreement, anry Sdudule r the Equiprtutd 1 RENT Rend vA bs payable ...,stwbmsnts. each in the emowt afdie Monody Psymerrt;w ether pedoeie paynwnt) shown pus wy appffeahle sales an&r tale nit Mere prey eery tea dy your bahaM you apse b reimbt/a us promptly a" Wan a prooft q fee Subagw" kvtarnteres will be payable on the first day of sash tercel payment poled sfuwrh beg — attar the arm wart payment p0 any w as ostwWat agreed We wa haw the right to avail ate sum meefred from you to " wrtawts dN and oned bi us twder 9% trms of Va Agreencd Yaw obligation to make aff Mon#Jy Payments (or ether periodic pay"Wot) heeundef Is absekds and rww widitldnal and you canal wiWwW r offset against any Monthly Payments (r rhos perlera payment) err my nasdn. You some Mat you win remit payments t, us in On form of tempar y ehadu Ir persmal clucks In du cue of sgia poopnetorslvps), tIt date at wits only You also agree cash e.d cash egtirdonts am not eooaplabM go of paynwtt for the Agnemerd and that You win nat ea such from of paymem to us WE BOTH INTEND TO COMPLY WITH ALL APPLCABLE LAWS IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW, THEN ANY EXCESS INTEREST COLLECTED WILL BE APPUM TO AMOUNTS THAT ARE LAWFULLY DUE AND omNO UNDER THiff AGREEMENT OR WILL BE REFUNDED TO YOU. W NO EVENT WILL YOU BE REWIRED TO PAY ANY AMOUNTS IN EXCESS of THE LEGAL AMOUNT 1COf*rxmd on boW THIS IS A NONCANCELABLE 1 IRREVOCABLE AGREEMENT: THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. LESSOR Konica Minolta Premier Finance LESSOR — AUTHOPII=SIGHER TITLE DATED FEDERAL TAX I.D.. PRdIT HAMS TITLE Tr herb rw Owww...c trya err rraFq d a,tw,an, ewer nv.y rwaaw.q aa.aa. ra.awan Lea. ,agrw of err,srl rn,al,iw. b retest ..tot war weWd ab.rtw, err rr.ea.. earn tsar, wo oasts M rears w+.r erw seer. r ww.w err. pan N a�rR w two ate b stir r1r/w .LLfeb � aeef nF r�wraw 4a1 M rba � b alwlr has w rw are eau b aw ts.r'trhaw etewrrn sre ssm ss ad con odgmeeal Nana sad eeeemaaa- KMPF — NASPO ValuePoint — US 06111/14 Page 64 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ]. ON?7MHIP OF 9CUPLIEN'f' We at'■ the Oro Of MM Eawomenl MSC fora ■Oia 47a (umlass you have a Sl 00 Perak ■Olken) to Ian EquOmW (and ding sellrwa). You Writ to Loop At' Equipment see and clew Of M Ism and oai-4 4. WARRANTY DISCLAOIER: WE MAKE NO WARRANTY EXPRESS OR IMPUTED, INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH REM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPINE MUTATION S MADE BY US. WE ARE LEASING THE EQUIPMENT TO YOU `AS43". You wNaordeege that none of Supplier or their representsty" am our agents and tuna of them we auff r ad to mod4y the manna of this Agreement or on any Sdndu kL No nprurelafnm or wanamy OF StOpiw with reaped b the Equipment wii bird us, nor will eery (reach It s f refers you of an'r of your ebigatora hat*uft$ r You an awern d the nsmn Cline MWKd&C uwr Or SUPPLer of each Sam of Equipment and you will carried the mamla44rer or suppler for a des nitim afyour wwrardy nights You harsby aeinewI end eahfwm that you have eel mcserad any tam Invvial aOoourltrp or hp■f a trios bom us the mrnuhctww or Suppker at the Equipment THIS AGREEMENT AND EACH SCHEDULE CONSTITUTES A 'FINANCE LEASE' AS DEFINED IN ARTICLE 7A OF THE UNIFORM COMMERCIAL CODE. You ageee pet Fry mwufmcknw or Suppaer warranty is a sepants and ndmparm and obfigaton of Suppksr to you that no as■ignme p the t.amw NOT fave any etliget,prt to you wine raped W much warn" and het your obrrgacens under then Agnmwnwd we not subject to swot wfhhol6mg rededOn . owrdadaim Or defense for any meaen whabas~ irridnp wit hom krrwms*rL wry claim you may how bgaInN Supplier S. LOCATION OF EQUIPMENT You will keep rind use Ins Equipmem ady at your address shorn above and you agree net to mere k u nWu to sgme to It At Ie and of the Agreement's, lam. a you do not pachmam tee Eauiprneri, you mom make to Egtoiprrwd mvNebla sr peck up. m r" fesslabie Oom)rJon (normal weer and tow acceptaLy7. full wooku g of do andn mmpl de rapalr IL LOSS OR DAMAGE: You am mtpmStle for rn nsk Of less or for any destrucben of Or damage to the Ecupmwd No such loss or damage many" you torn to paymard d ftz hpns under tan Agnuew#- You mares m prprrOMy nosy Us n yang of" lase a dw nega and you ran thwt pay IOUs tha preset'! vskr d to rstml cf as a podd Llorddy Paymenfa (a cOw peflede psymenb shown? Ia the kup Agresmand frm plus the aatmated law mark* rake of the EauVn*M st In end of the algieay sceduied Met all dbwuslad al bur percent (4%) Par yew Any Pope Of hurence wilt be paid to us and credeed N our option sganst wry loss or damage You artu ixt us, to sign an yaw ballad and 4PPOv us ere your ■Mornay in tad to axeaAe it your neme any insurance draft or decks Issued due to loss at damage to tin Eoipmem 7. COLLATERAL PROTECTION AND INSURANCE You am mepons-0M be keepip lira Equpnem In gow working order Except for ardney wear and tsar you wo responsE4 for, prpecbrep an Ewpme i hem damage and by Of any Ic d. M to Egipmerd is damaged or Lai you agree to CWWV-a to pay to annceds dus ad to become due here%~ wheat aetall a delenma You mgn m to cooperate with us and any raver n to mlmcamem of any, po i age end dooms trarsurdar S. INDEMNITY VW sm roc responaibim for dry Was or i furies caused by tan ratemaben or uss of the Equipment You mgme M hold us harmless and nanbun a um for tsar and to defenot us agsral any dean for losses a awry paused by the Egu.pnent- Wa refers tan right to control the defense and to select a approve defense counsel. This Wedamndy a fives the aspiration or kNminatien of this AgraemwrL 9. TAXES AND FEES You agora to Pay when In.oeead N sales arWor use brass and has relating Io ter Agmenert or the Equipment u leas a veld agmpbon - ' A- te is supplied We well fie a1 tax redaTn We reserve 11e right W charge a lam upon MmJnadon of this Agreement erter by trade -up. buiy-eut or deh.It. Arty Am dnrged under ais Agreement may incaudm a profit and Is, subyed to applicable Sales a+Na tares IS. ASSIGNMENT YOU HAVE NO RIGHT TO {ELL. TRAM SEER, AS SIGN OR SUBLEASE THE EQUIPMENT OR THIS AOREEMENT We hey seIL assign, a rartsler Sob Agreement ands the Equipment wah notes. Yw acme that d wa bar, assign. or transfer big Agreement whWor the Eydpmers. the ream Lemsw w41 have the same rights and benefits that w have n and wi not have to perform env of Our obegerWns You agree Mw an rghts of an new Lessor rest not be subject to any deem. d.arreesor met aft v n yam may haw against tom Suppwr vAmew or net ydu am namcbd of Such ■izWmem_ The cost Of S nt pro idea g Kd db and saw elm an■ t you aftneg b few been enpoaatea between you and ran s � d Lassoes w'ld ache a iuea>�y arty much and counting o s ra be based on the payment you her■ negopatsd rrOh SusppMr You are msponsiDM liar co nporems of true Agreement Mg.l fn■nwl and ■aoountkq 11. DEFAULT AND REMEDIES (a) I you do not pay dry Mass payment or new sum due to us todhen bey-tw (43) days of when due a obnr pony when ore or (b) M you brask any Of your pranrsas in to Agreement M any other Agreement ran us Of (C) If you. of dry guarantor pryer oufgetions beOon a knolrere or mnammnee bankruptcy or moskreahip yrodeedAps or have wen proeemdngs omn. W ed against you. you wit De in dabWl Mary Pedals payment is mom than arse (7) dsys Lose, you egme ro pay ■ tste charge atom Pweent (1 %) of Ian poymartw hichh o loan ord Ass Ian maximom charge adored b r low If you am ever r. default. we may do dry One Or as at the Milowi g: (a; iaruG Supplier to WIN d olu! SerNpm. Perot and supplies! an I or rod she Customer One Ou■rantsr (b! bw So as a owoal M,a Agreement anrm any and em sdhe .ems and yaw agree to aondensats Us ral sa a penalty try p■ywrp Mn sun at (+) em past due ay" cu"%M Monthly Payments (or odw periodic prymerml) and charges; ous ,rdw can Apeamwht and any Scheele. (4I) an pmsem rake of em ranuwng Monody Pay L- (a Other parlpolC Ptymerna) aid Omn" lot am mm■wxW of to lam of such Schedule. le. darourdad at the raw of fur Percent 0%) Per wrrmmr (or the brew Tate perneud by law. whkt m w Is honer) and (w) the resent Vellum (at to Sarre discoed rate as speeded M cause (d) scour) of the w nvd of arty pucthame option wA h reaped to the Equipment or. d rare Is specified, or mreec�pated value p the Eaiprennt at an and of an rind Arm at such Schedule (a wry renewal t e aaq, and (e) require you to mhwn the Eanpmea to us to a baron designated by — (and wish respect to any, Soltwwe. (0 immediately metes yaw rod to use the Sat -we Ineb.4 hg the diubing i cv -sIM or by Pw ewnff%x ce I of dry Safw.m. r. i demand the ■eneaate mtan and Obterr possession of Mom seharmm and maka+w the Schwom at a pubic or prorate sets: w Ww (s,) eerse to Sahwars suppbw to N mates to Sallrae Boone support and corer services uda am Schwan Lcensel VW may modrow imamst m any tamed baWfee At & a fate Of four Patera (4%) per areawn but in re cant mom tun to MwU marnm rn rots We may also has any Of the mmedes aaaisble to us wrier Article 7A of to Undwm ConenacM Cede ee anadad in the Shan of Lassa or 4 AasigMe of any ether few You agree to Pay our ne"O able Ousts of osaneadn wd a ft camwd- Iroihdrq but not errwmd to sawneya fees and actual oMa Costs reMekhg to any, daerw Oft" viler trio Agreement irdhding_ but not mated to. sir legal mcdon or referral for peimOtlal M wa haft to take possession of a%n F COONNSE�OUEy to Pay the INpa1ECT repossession INCIDENTAL TAL DAMAGES FOR ANY REASThe nal Prooveds at the sals of ON WWHATJOEVER. You agree aulsed Equamard wd be � daisy have ainst afts! to �adarpa Done us ufightswnftt THAT 0.6 WE VNLL doseNOT � RESPONSIBLE Apewnerd prevent us, item arbrcuV ■ n fete ■t a 4tw Irrn AN at out ngnb we rsrnuteare M is h.anr .greed that your r ghhb errs mmed%u an governed a.dtsivsy by into Agm.m.m and yar woe *esser• ngfds under AmcM zA (50& $22) of the UCC IL UCC fiUNGS: Y— grant is a seNrdy Interest in the Egrrprwnl d this Agreement In dammed a dared bw %*cis* h " you ■.satirise um to record a 1 ICC-i inwm*v sbMnnnt or similar Instumert in order to shda err rdwesf M the Eaeapment 13. CONSENT TO LAW. AFMDICTION. AND VENUE This Agmwnad shag be dsamed fay essauled and pwfamad In tha .leas of Lesso at its. Amalgew,'■ pihapni place of business and memo be governed by and construed in accordance with Ib Isers. it the Lasser or an Assignee shem bnrep any }redrew pocoe*n0 in mtstdn W any mans ansmg uda ere Agreement, the Customer irrevocably mgrw tut any such mgtar may be edrtdged or deft i w In any court a ao.aft in the state of and Lasser or m Assignee's prWwWat pace of buw*sa. of N sully tioewl Or courts ire Custcmnt's state of residence or In my caw tart h owV katsdtaon ear Ins CUStMW a assets pf all. Ctetater em of the sea secaen of the Lassa The Customer hereby Irrevocably submis germ my we enccndbpnaay to to pdstcoovt of any such Court so sanded by Lasso in relabah to such mhettsm BOTH PARTIES WAIVE TRIAL BY Jt1RY Ian ANY ACTION BETWEEN US 14. LESSEE GUARANTEE You aw". ww our m.ahut. to su brNt ere anginal of this Agreemwm and any, anedulas of tan Lessor we ornmght cwciw the memo day of the raesenfe or other andfahep aan,rrssion of the sigmas Agmernent ad etch sdaputsS Beth p+r*Ms mgme pet the AIPeenent and dry sdndufes dgned and subnraed W us by facswrem Or Oda weronie rarnmiesrah them upon ecacuom by a (m■rwarr a eMeberreYy. as appkCable). be bib& Upwt tto hoses YaN rraiw toe ngM b inaeerhSa in court Mti nutergfct/ of a hared a oaw elemt^k+h trwnhaad algred copy Of this Agreement and may sehedJ* and agree that tan laced or Culls copy oordsrrug yaw feed or other NetlrorwnmybsnsmrlMd apnabaa and our manual Or eMcaa+.e signsturn eratl be oonidermd to sod onipner for at purposes. Including h4alhodImaaiaL" ereeoroennm seaon under pnmpraph I 15. COMPUTER SOFTWARE tad wetatadng any Other tams and Condidor m of are Apmer wet you acne Mat me to Sottwars only a) YYe haw not had. de rot he" nor will have and We to sucn Saftwaa hl Yet haw asaalyd a wa exetut■ ■ separats it m M.wna Ag ewnem and we am note Pony to and have rO mapernEhiams what**~ M mg■rds to such license Aprnement. c I You new setsded such SMhram and as par Ag mwneM paragraph 4 WE MAKE NO WARRANTIES OF MERCHANTABILITY DATA ACCURACY SYSTEM INTEGRATION OR FTTNEU FOR USE AND TAXE ABSOLUTELY 140 RESPONSIBILITY FOR THE FUNCTION OR DEFECTrVE MATURE OF SUCH SOFTWARE. SYSTEMS INTEGRATION. OR OTHERWISE IN REGARDS TO SUCH SOFTWARE CUSTOMERS LEASE PAYMNT ES AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT Of OR IN ANY WAY RELATED TO THE ABOVE SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE Page 65 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO VatuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT D, KONICA MASTER PREMIER LEASE SCHEDULE For office use only (Check one)- :) Branch 0 Windsor Master Premier APPUCATIONNO MASTER AGREEMENT NO SCHEDULE110 Lease Schedule 1CONICA MINOLIA FULL LE6iL IUL�E STREET ADDRESS - P O BOX CITY STATE ZIP BIL1240 =ITAL'T "WE BILL TO PHONE N AMER- FAX NU41eER E-LWL 'sr ,woftq a- ig' , ras t ar tr a tehAr pPwA Q ahw ,winks, eedef 1w a7 §3V"* ca *6* b ran,rrp eem�na caaars Lbr ILON+rvMarq or loaramur LaaPran; r ,ut earON rckTh dM La W drwd W Paramgad et arLyQfl apq matripa CaLY, aM a and GiZ{ Tana ! 7i:dMltlaC sNarharM aAV r/jam Imm Lawlor and 6 alriuu wW a'pa TM r�r Gomm a:CLtl b MSUC* sa11;1 ' a rWT4W Ciao yar proYl'M b b row tl A dla Amn aid pomf4 41d� CaPa TMaa cob and wsum M" imam boom raal eam your Cwk4V Ram 1 .. L ESM LEGAL NALLE STREETADORE55 CITY STATE ZIP CONTACT RUM PHC1E PAAAM FAX NL}BEA I 0 Say atladod v.4ha& a A fer.ddea+r E**uwal Awn swan 5dnw• TFRM AND PA WENT SCHEDULE TERM IN MONTHS # of payments Payment Frequency Payment Amount Advance Payment Wrw rwoow 4— ok- woe" 4wt ❑ Quarterly ❑ Monthly 5 S END OF LEASE OPTIONS: rw `w how sw 4ao+rq q*= at rie and or dra cove rum. pavided Ire Laaa tw rbr m mwmead nary and no avant of dahu6 vaKw p+e Lanka Mt oaa~ and rs —rang r Rachar Cse Ege.;a,r r ar me FarLrswt +raw u 0darmindOr wa 2 Pwm" Ne Lean P+rPw*Vwh r fo^ AQwrw4 S Flmrrr Equprvrle u Prevwd � Parevaph 7 fan Aprwry�xJ THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT IDENTIFIED ABOVE. Konica Minolta Premier Finance FEDERAL TAX 10 a PRLNT t4"W- IT" Page 66 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT E, KONICA STANDARD MAINTENANCE TERMS AND CONDITIONS - SCHEDULE A The following terms and conditions apply to the provision of services by Konica Minolta Business Solutions U.S.A., Inc. (KMBS) to the Customer during the term of this Agreement. Equipment Services 100. Service Coverage Hours: Standard services under this Agreement are provided during normal business hours 8am-5pm, Monday through Friday, exclusive of core National holidays observed by KMBS. 101. Extended Coverage Services: Extended coverage services outside of standard coverage hours may be available on a per -event charge or fixed monthly premium. 102. Equipment Services: Equipment services provided under this Agreement include labor and parts required to maintain covered Equipment in a normal operating condition as set forth in the equipment specifications detailed on http://kmbs.konicaminolta.us. 103. Preventative Maintenance: Preventive maintenance shall be performed as needed to ensure optimal operation of Equipment. This includes component replacement, adjustments and cleaning. End - user maintenance as defined in the Equipment's user guide is not covered. 104. Disclaimer: 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 abuse/misuse, 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 repair and/or services may result in suspension or termination of this Agreement. 105. Site Environment: Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer's requirements (available on the KMBS website) including space, power, network, temperature and humidity. Electrical power must meet voltage, amperage and electrical noise level requirements. KMBS personnel will be granted reasonable and safe access to perform services when required. 106. Prerequisite to service: For Equipment not previously under a continuous maintenance agreement, KMBS may need to confirm the Equipment is in good working condition before the start of this Agreement. Remedial service may be required to bring the Equipment to proper operating standards and the labor and parts associated will be billed at the Master Agreement rates. A quote will be provided for Customer approval before work begins. 107. Relocation and Move Preparation: When requested, relocation services will be performed and billed at contract rates. Coverage at the new location is subject to service availability and acceptance by KMBS. 108. Initial Installation: Physical installation, removal of packing material and initial setup of Equipment will be performed by KMBS using default configuration settings at the location specified by Customer. Application of custom settings can be requested prior to installation. KMBS reserves the right to assess additional charges depending upon the extent of custom setup requirements. 109. Service Replacement: KMBS reserves the right to replace a device, at no additional cost to Customer, with a comparable unit when repair of the original device is not practical or economically feasible. 110. Color Calibration and Management: Routine and periodic color calibration and management of production color print profiles is not covered by this Agreement. 111. Additional Customer Requested Services: Customer may request services be performed that are outside the scope of this Agreement. Such services will not be covered under the Master Agreement, and shall be quoted and performed at agreed upon rates. Supplies and Consumables 200. Consumable Supplies: if a supplies inclusive option is selected, KMBS will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples (unless selected) or paper. Wide format equipment may have other coverage options and/or exclusions. The consumable supplies provided are the property of KMBS until they are consumed and 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. 201. Expected Yield: Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, KMBS may perform an audit of supply/consumables consumption and Equipment usage data to determine consumption levels. In the event the actual consumption levels exceed the levels used to determine contract pricing by more than 20%, KMBS shall have the right to invoice for the excess consumption. 202. Supply Source: Genuine Konica Minolta supplies will be used under this Agreement for Konica Minolta Equipment. For non- Konica Minolta products KMBS will provide fully compatible toner and print cartridges for use in covered Equipment. Page 67 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 203. Auto Supply Delivery: If services are provided as part of a managed services agreement, KMBS requires a designated Customer contact(s) to confirm supply shipments via email and maintain delivery address information via MyKMBS.com or other agreed methodology. Software and Solutions 300. Licenses: KMBS hereby grants the Customer the non- exclusive, non -transferable right to install, and use the software, updates, upgrades and patches included in this Agreement, provided the Agreement is in effect. 301. License Reactivation: Customer is responsible to safeguard software license keys_ KMBS may charge a reactivation fee in the event license keys need to be regenerated. 302. Site Environment: Customer shall be responsible to insure that software is installed in an environment that meets manufacturer's requirements including operation system level, disk space, power, network, temperature and humidity. 303. Data Backups and restoration: Customer is responsible to manage server data backups. KMBS recommends adherence to industry best practices for backup procedures. In the event of a catastrophic data loss, the Customer is expected to restore the environment and data to prior state. 304. Access: Customer shall provide KMBS personnel with access to the servers and/or Equipment where the software is installed. Customer shall arrange and ensure that one of its employees or designated agents are present at all times when KMBS is performing maintenance and support services. 305. Solutions warranty: KMBS makes no warranty regarding the fitness of software that may or may not have been executed in conjunction with this Agreement for any particular use. If any 3rd party software or services are included at the time of sale, those warranties would be covered under the 3rd party end user license agreement or the master agreement between the 3rd party and KMBS. 306. Solution Integration: Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues. KMBS reserves the right to assess additional charges to resolve complex integration issues, including situations where the solution was initially provided by KMBS. 307. Perm: Coverage for both level 0 (Software maintenance) and level 1 (Helpdesk support) begin at time of installation of software at Customer's location. Level 1 support is only available when level 0 supports are in effect. Software Maintenance (Level 0) and Helpdesk (Level 1) 400. Software Maintenance (Level 01: If this option is selected, the Customer is entitled support as defined in the `Patches and Updates' sections. 401. Patches and Updates: Customer is eligible to receive periodic maintenance patches, hot -fixes and updates for licensed software covered under maintenance. Excluded are full version upgrades (i.e. v1.2 to v2.0) and the installation services required to install patches, hot -fixes and updates. 402. Access to patches and updates: Customer will be provided access to a website operated by KMBS or 3rd party supplier where patches and updates are accessible for download. 403. Start of service: Start of service rules may vary by OEM, software activation is expected within 30 days of purchase or install whichever comes first. 404. Current version: Customer is required to keep software and 05 at the latest recommended version levels. Failure to perform recommended updates may result in suspension and/or termination of services under this Agreement. 405. Solutions Helpdesk Support (Level 1): If this option is selected, expert helpdesk support is available to the Customer to assist with covered software solutions including, PageScope Enterprise, Print Groove, Dispatcher Pro and select 3rd party solutions. Included are helpdesk services related to end -user support, baseline workflows, features and administrative functions involved in the operation of the software and workflows. Customer participation is required for remote and/or on -site support. Professional Services, Solutions and Network Soo. Initial Assessment: Customer agrees to provide or assist in gathering network configuration details needed by KMBS to perform contracted services. 501. Basic Network Services (BNS): BNS, where offered, covers common network integration in a M5 WindowsTM centric environment with typical network schema and print/scanning requirements. KMBS reserves the right to assess additional fees depending on the extent of the network integration requirements needed. 502. Technical Pilot: When required Customer agrees to participate in a technical pilot where software installation, configuration, use cases and integration requirements are determined. Customer also agrees to participate in testing of the system(s). 503. Solution Baseline: Solution baseline is defined as the operating level and configurations agreed to by Customer and KMBS upon completion of the technical pilot and testing. 504. Enhancements: Enhancements and professional services beyond the baseline capabilities of the solution are available at an additional charge. Page 68 of 94 Copiers 8 Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreemant Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 505. Digital Connected Support: Unless this option has been declined, expert helpdesk support is available to the Customer to assist with issues associated with device connectivity to network, printing from desktop applications, graphics application, scanning and support on many other digital machine functions_ Configuration updates that are the result of changes to the Customer network environment are not included. 506. Customer Data: KMBS shall not be liable for any claims, damages and cost relating to loss of data or disclosure of data due to acts or omissions of Customer or its employees, end -user errors or release of administrator password. 507. Hard Drive Security: If 'bizhub SECURE' or a comparable option has been ordered, KMBS will provide advanced security services. These services include real- time, hard -drive encryption (level 2 encryption — comparable to Department of Defense standards and US Air Force standards) and document data security through disk over -write as well as user mailbox data deletion, HDD encryption, HDD lock and administrative password (according to Customer policy). KMBS Standard Maintenance Terms and Conditions - Schedule A 508. Professional Services Projects: When requested by the Customer, KMBS can provide professional services associated with the enhancement of the Customer's printing, network connectivity, end of life hard drive disposal, fleet management, user experience, production management, job tracking and document environment. Such projects will be quoted and upon approval, performed and billed at the Master Agreement rates. 509. Basic Production Services (BPS): Complex products are offered with comprehensive end -user training (BPS). The training is crucial to proper equipment operation and to ensure the Customer achieves satisfactory output. Service related to operator deficiency will be performed and billed at Master Agreement rates. Additional end user training when requested can be provided and will be billed at the Master Agreement rates. Meter and related 600. Meter Readings: Customer agrees to provide KMBS with a timely meter reading prior to the end of the billing period to be used to generate maintenance invoices. Should the Customer fail to provide KMBS with timely meter reads KMBS reserves the right to estimate meter readings. Repetitive failure of Customer to provide timely and accurate meter readings may result in the conversion of associated Equipment to flat monthly fee billing. 601. Definition of a Print: Each 8.5"xli" image generated by the covered Equipment is considered a 'print'. Larger paper sizes result in images that are a multiple of a single print based on length (17" =2 prints, 27" = 3 prints, 36" = 4 prints and over 36" =5 prints). For 'wide format' equipment, one square foot of output equals one print. Duplex images count as twice the rate of simplex prints. 602. Electronic Meter Collection: KMBS offers vCare and other network based machine data collection methods for Customer convenience, billing accuracy and to entrance service effectiveness. Unless specifically directed otherwise, KMBS will enable vCare or network monitoring on capable Equipment. Should Customer opt - out of utilizing vCare, KMBS reserves the right to assess an incremental invoicing fee not to exceed twenty-five dollars ($25) per invoice 603. Feet Device Monitoring: if the Customer agrees to allow KMBS to install and maintain server based software to monitor the printing devices on the Customer network, and the monitoring software cannot reliably operate in the Customer's environment for any reason, KMBS reserves the right to suspend or terminate services under this Agreement. Maintenance 700. Aggregate Meter Billing: Increases in the maintenance and base usage charges for contracts with aggregate meter billing will occur at the annual anniversary of the initial establishment of the usage pool. 701. Auto Add of Equipment: Where the use of 'Fleet Device Monitoring' as part of a managed print program has been agreed to, it will be used to detect new devices and add such devices to this Agreement based on Master Agreement pricing. The added device(s) will be covered under the terms of this Agreement. The Customer will be notified via email and may reject the addition of the device(s) by contacting KMBS. Payment and Termination 800. Terms of Payments: Payments are due 30 days from the invoice date. Customer shall be responsible to pay all applicable sales, use, personal property or other taxes when due. NO CASH PAYMENTS ACCEPTED. Accepted manners of payment are by major credit card, check made payable to KMBS, or ACH transfer. Sol. Default: Should Customer violate any aspect of this Agreement including payment obligations, or in the event Customer is insolvent and/or declares bankruptcy, KMBS may suspend or terminate any or all portions of this Agreement and may enter the Customer's premises to recover property or equipment owned by KMBS. 802. Termination: During the term of this Agreement or any renewal thereof, the Customer or KMBS may provide the other party 30-day written notice of cancellation or intention not to renew with or without cause. Page 69 of 94 Copiers 8 Managed Print Services - FIFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 900. Entire Agreement- This is the entire agreement between Customer and KMBS on the subject matter hereof and supersedes any proposal or prior agreement, oral or written, or any other communications relating to maintenance services for KMBS equipment and it may not be released, discharged, changed, or modified except by an instrument in writing signed by a duly authorized representative of each party. Customer agrees that any Purchase Order or other documentation issued to KMBS covering the equipment or maintenance is issued for purpose of authorization and Customer's internal use only, and any terms and conditions contained therein shall not modify or add to the terms and conditions of this Agreement. This Agreement will not be effective until accepted by an authorized representative of KMBS. Notice of acceptance is hereby waived by Customer. Page 70 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT F, KONICA SAMPLE MPS STATEMENT OF WORK Contract Number XXX With the State of XXXXX Agency/Customer: Contact Name: Contractor: 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 # 140597 Participating Addendum # [Imbed document here] [Imbed document here] Contractor's Print Assessment [Imbed document here] 1. Introduction Konica Minolta is pleased to provide your organization with a comprehensive managed print services (MPS) Scope of Services. The Professional Services we provide are based on our Consult - Implement - Manage methodology in alignment to your desired business outcomes. Using our defined process, we are committed to delivering a program that will benefit your company. Our program is designed to help manage your existing print devices and establish a future print strategy that will evolve with your business needs. This Scope document serves to define all tasks, responsibilities, products, services, and scheduling required to complete this project. The intent of this document is to insure that each party understands the parameters of the project and to insure that proper expectations are met. Please examine all aspects of this document prior to signing it. It will be the baseline for the project, Any further revisions to the scope of the project will be made as a written Addendum to this Statement of Work. Addendums may require further negotiations prior to implementation. Each Addendum should be completed individually and signed prior to performing any work. This Statement of Work is subject to the terms and conditions of the Participating Addendum XXX, including terms and conditions incorporated via NASPO ValuePoint Master Agreement XXX. Terms that apply to this Statement of Work include but are not limited to Data Security, Data Breach, Equipment Guarantees, Performance Penalties, and Payment. Page 71 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 2.Overview The key to right -sizing printer and multifunction copier fleets is a thorough assessment of the current installed base. Accurate measurement of the current print operations using the suite of Konica Minolta managed print tools, as well as on -site consultations, will allow Konica Minolta Business Solutions to begin the MPS program in your company. Installation of the Konica Minolta Service Tag, in combination with device mapping, will begin the Interviews and will help illustrate current and projected solutions to achieve device reduction. Konica Minolta Business Solutions will conduct a print assessment of overall device fleet in the selected locations, utilizing a combination of comprehensive software tools and a manual walk-through of the location. The data collected during this phase will be used to determine ongoing right -sizing recommendations validated as via data collected from actual printer activity. Customer shall bear all risk of theft, loss or damage not caused by KMBS employees or agents, to the installation of the Vendor Solution Product and all updates, upgrades and patches to be installed under this Statement of Work. Customer agrees to indemnify, defend and hold harmless KMBS, its officers, directors, employees and agents from all loss, liability, claims or expenses (including reasonable attorneys' fees) arising out of Customer's use of the Vendor Solution Product and all updates, upgrades and patches, including but not limited to liabilities arising from illegal use of KMBS equipment as well as bodily injury, including death, or property damage to any person, unless said injuries, death or property damage was caused solely as the result of a negligent or intentional act or omission by KMBS. NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR ANY LOSS OF PROFIT, REVENUE, DATE OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF THE USE OF THE PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 3. Objectives Konica Minolta Business Solutions will perform asset tagging, floor mapping, site surveys and needs analysis to help you implement the best solution to meet your requirements, while maximizing your financial resources. Once the program is operational, Konica Minolta will provide daily monitoring, maintenance and service for your fleet of print devices allowing your staff to spend more time on core business functions and strategic initiatives. Periodic account reviews (PAR) will be scheduled to review program operations, reports, strategy and long-term improvements. 4. Installation Konica Minolta will begin the program implementation process, which includes: • Validating your devices on contract • Set-up/expansion (as required) of the Consult App for proactive device management • Establishing and initializing automatic system processes (Auto toner delivery) • Tagging your devices with a Konica Minolta asset tag for program identification • Walkthrough and Fleet Mapping • Development of a program communication plan for staff There will be minimal disruption of day-to-day operations as our team performs the walkthrough and mapping of devices. However, escorts and business process leaders may be requested to assist in facilitating this process. Equipped with current floor plans and device lists, each team member will accurately map device to the plans. Departments will be identified, allowing for pooling of like printing requirements. Devices such as printers, fax machines and all -in -ones that are not connected to the customer's network will be added to the mapping documents. This mapping is a key component in the MPS program success and critical in collecting requirements for multifunction features. 5. Exclusions The following areas are not included in the scope of this Statement of Work: • Any configuration or training outside of the scope of this document. • Any systems testing due to environment changes. Page 72 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoini Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D • Any onsite training or configuration after project is completed. • Any additional on -site technical support not specified in this document. • Customer is responsible for the hardware installation and training environment needed for a successful implementation. • Support for any configuration outside of this recommendation with respect to high availability, and failover features. 6. Requirements KMBS assumes that the Customer will have a standard network topology with connectivity already installed for all servers and workstations, printing established to the Konica Minolta Bizhub(s), as well as network connectivity for all printing and scanning output devices included in this Statement of Work. Site Accessibility. • Network Accessibility KMBS assumes that the Customer's network will be accessible for any additional installation or expansion of the Consult application, and that the Customer's Network Administrators will be available on site or via remote access. • Floor Maps provided to Konica Minolta team to prior to the tagging and walkthrough KMBS assumes all mapping is provided in advance to ensure a full and proper assessment is performed. • Complete IP schema provided as part of the ongoing MPS program the list can be reduced to include only nodes associated with the output devices. • Availability of Customer's Network IT support while on site KMBS assumes that the Customer's Network support personnel will be available to verify and assist in any network connectivity troubleshooting should any data collection issues arise, before, during and after installation. • Customer will provide a person designated as the MPS Administrator during the installation and setup phase. During the tagging and mapping phase. Following this phase of the program this individual will be the resident SME (Subject Matter Expert). 7. Completion Criteria This Statement of Work / Project shall be deemed complete when all of the requirements detailed in Appendix A have been met. At which point the customer shall sign and return the Certificate of Acceptance (COA). Should there be a failure to obtain a signed COA from the customer and there not being any customer communication regarding outstanding concerns or issues, then this project shall be deemed completed and closed by all parties. 8. Post -Sales Support The KMBS Digital Solution Center provides Tier 1 (one) product support for issues with the Software Solution for the duration of the active software maintenance and services contract. This includes repairs required and remedied by patches and incremental upgrades. This does not include support based upon customer environment changes that impact the software solution, nor to modification of the software workflow beyond the original scope or after the implementation project is complete. 9. Submitting Solutions Support Requests WEB I http://www.MyPrintJobs.com/Support E-Mail Self Help I http://kmbs.konicaminolta.us Best for application administrators and power users who are familiar with the application and the operating environment. From this link, click "Find Support" located in the top banner. Several options will be revealed, such as: Driver downloads, User Guides and Self -Help Product Support. Page 73 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Appropriate for MFP and routine use Telephone 800-456-5664 situations. Recommended for single user assistance instead of issues impacting the application. Operating 8:00 A.M. — 8:00 P.M. (EST) Monday through Friday. Standard Hours company holidays are observed. For additional details, see Customer Expectation Guide Solutions Support 10. Reasonable Effort It is the responsibility of both Konica Minolta and the customer to make every effort to complete this project within agreed upon timelines. Should, after ninety (90) days from date of acceptance, the project not be completed or have reasonably advanced, due to customer non -response or delays, Konica Minolta reserves the right to cancel this agreement. 11. Project Timetable / Phase (Proposed) Ll argetjUomp etion 12. Acceptance of Statement of Work Please carefully review this document. KMBS will ONLY be authorized to perform work that is specifically listed in this Statement of Work. Any additional work will need to be scheduled as a future call. Any additional requests or revisions to this Statement of Work must be recorded by an amendment to this Statement of Work and will be billed accordingly, based upon the KMBS hourly service rate, per the Master Agreement price list. To accept this Statement of Work, please sign & date above where indicated. No additional service call can begin until this Statement of Work is complete. Please keep original at your location. At the completion of the Statement of Work, a copy will be returned to you. 13. Project Changes Only members of the KMBS & Customer project teams may be authorized to discuss any modifications or addenda to this Statement of Work. Please see Appendix C for details and the Change Order Recluest Form. 14. Project Team Customer Contacts: (key people to work with) Company Name Name Title/ Department Phone Email Address IT Contact Information In House IT Department: Yes No Page 74 of 94 Copiers & Managed Print Services - AFP-NP-15-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D KMBS Contacts At least one sales re Name Title Phone Email Address Customer Signature: Name: Title: Company: Date: KM Signature: (Authorized Signatures: Business Solutions Consultant or Director of Professional Services) Name: Title: Company: Konica Minolta Business Solutions, Date: U.S.A., Inc. Page 75 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Appendix A - Implementation Details Company Name: Address: Project #: Introduction This document covers the specifics of the implementation plan proposed for this SOW. Any additional project objective or training will be billed accordingly; based upon KMBS Solutions pricing and standard hourly training rate at the time of the request. Project Objective Scope of Services Details Customer Account (Create Customer Account 0 https;//app, thereceptionist. corn/sign up) Created: Yes No I Account email: I I Password: Plan Type: Basic i -2 Premium 5•44 Pro 5C-99 Enterprise Start Date: KM Customer Name of Account Owner: Install App: # of Locations: I F Stands Included: Yes nNo Location Name Location Address Primary POC Name Contact Information Branding (Home Screen) Welcome Message: Logo ❑Yes ❑No Provided: Background Color: R G B or Pantone or Hex Highlight Colors: R G B or Pantone or Hex Buttons to Create in .-Check Required Message Field Type Field 1: Required Field 2: Required Field 3: F1 Required Field 4: El Required Field 5: El Required Capture Photo: I LJYes WNo I LJ 2 way Chat Badge Printing Narne I I I Company I LJVisitingPhoto I F lissued ElValid I Chitizen Customer induction process con include: Text, YouTube Link or PDF Doc Induction Process: I lYes I No Description Response to Visitor Header. Body: Out 17 Show List of Current Visitor Search Visitors to Check Out Button Creation Page 76 of 94 Copiers & Managed Print Services - RFP-NP-18-001. NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Delivery ■� [■I New Button: New Button: a Employee Contacts: customer should have a listing or file of all employees to be added to the system (see below) Number of users to Upload: I I Ll CSV File Provided Upload Photo (200 x 200) Sample CSV File Layout Hide First Last Business from Name Name Full Name Title Email SMS Phone Check Country Slack ID In Donald - Duck Donald Leadloke Donald@disney.com 7201234567 USA Ducky Duck Duck Mickey Mouse Mickey Boss Mouse Mickey@disney.com 7201222212 X USA Mousey Mouse Hardware and Operating System Requirements Page 77 of 94 Copiers & Managed Print Services - RFP-NP-18-D01, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Continued - Appendix A - Scope of Services Details Continued Page 78 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D KONICA MINOLTA Appendix B - Project Change Order Form The only contacts from KMBS and Customer that may be authorized to discuss any modifications or addenda to this Statement of Work are It may become necessary to amend the Statement of Work for reasons including, but not limited to, the following: • Discretionary changes to the project schedule. • Discretionary changes in the scope of the project. • Requested changes to the work hours of Konica Minolta Business Solutions personnel. • Non -availability of products or services that are beyond Konica Minolta Business Solution's control. • Environmental or architectural impediments not previously identified. • Lack of access to client personnel, data, or facilities necessary to complete project. • In the event that it is necessary to change this Statement of Work, an amended Statement of Work will need to be completed and approved by - - - Re uestor: Re uest # E-Mail: Type: Phone: Cost/Price Impact: Implementation Date: Page 79 of 94 Copiers & Managed Print Services - FIFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT G, KONICA CUSTOMER EXPECTATION GUIDE SOLUTIONS SUPPORT Introduction The Konica Minolta Solutions Support team is dedicated to providing our customers with the ultimate "Konica Minolta Customer Care Experience". The experience is simply defined as Predictable, Professional and Personalized. The Solutions Support team provides customers of Konica Minolta multifunctional peripherals (MFPs) and Software Solutions a one -stop support desk for service. Your request for support is responded to by a Support Professional based upon the nature of your request and severity. This document explains the Solutions Support team's customer support services and methodologies. It explains the options to submit a request, define priorities and review escalation procedures. Values of support Single Point of Contact The contact used to order supplies and schedule repair visits will also connect you with skilled technical professionals. Direct access to a specialist Send an email or web request directly into the helpdesk and receive a response from an expert in your solution. Open access Anyone in your organization can submit a request. Virtual On -Site Support Response and resolution can be expedited by connecting to your computer. Assistance can be delivered as if the Solutions Professional was there. Submitting Solutions Support Requests E-Mail SolutionsSupport@KMBS.KonicaMinolta.US Best for application administrators and power users who are familiar with the application and the operating WEB https://goo.gi/gzsY9x environment. From this link, click "Find Support" located in the top banner. Several options will be revealed, such Self Help http://kmbs.konicaminolta.us as: Driver downloads, User Guides and Self -Help Product Support. Appropriate for MFP and routine use situations. Telephone 800-456-5664 Recommended for single user assistance instead of 8:00 A.M. — 8:00 P.M. (EST) issues impacting the application. Operating Hours Monday through Friday. Standard company holidays are observed. What information we need to support you The more specifics we know about your needs, the better and more expeditiously we can process your support request. Please provide the following information: 1. Contact Name and phone number 2. Company's name 3. Product or Software affected and reference number Page 80 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 4. Describe your problem symptoms, when first noticed and user base affected/impact 5. Additional comments, sample and details are always helpful Severity Levels Severity levels are used to prioritize our response to an incident. We assign a severity level upon receipt of your request. The assigned severity level is based upon the impact the application incident has on a client's operations. Konica Minolta may reassign a severity level, higher or lower, while investigating your request. Severity Level Response Times Information in the table below outlines Konica Minolta's initial response time objectives. The response time is measured from when your request was received by the Solutions Support team to when a Solutions Support team member attempts to respond to your support request. Solutions Support Flow Receipt and confirmation Your request will be assigned an incident number upon receipt. An email confirmation will be sent toyou that will include: incident number, recap of reported issue, entitlement details and other significant info. The incident number will be your reference for following progress and updates. Solutions Support Levels A variety of tasks and responsibilities are performed at different Solution Support levels. The transition between levels is usually very short in duration and can be expedited when you provide details about your account and situation. Level 1 Provides low severity entrance Solutions Support. Performs triage support and collects incident details. • . • Provide initial end user customer contact. Evaluates request to determine next best course of action. If escalated, relay request details to Level 2. Level 2 Provides high severity entrance to • Performs initial technical review of request. Solution Support. . Performs entitlement check and assigns an incident number. Performs initial technical . Sends acknowledgement responds to the customer. evaluation and assigns the • Assigns request to an application specialist. request to a dedicated specialist. Page 81 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Level 2A Within the Solutions Support • Provides technical response to request. team, functions as the application • Ongoing, review incident for potential escalation, specialist. requests for field assistance or vendor intervention. Repeated Attempts to Contact Solution Support team representatives will initiate a minimum of three attempts to contact a customer regarding an open request. After three attempted contacts with no returned phone or e-mail response, the request will be considered closed. Support Policies Konica Minolta Business Solutions Standard Maintenance Terms and Conditions provide overall guidance of support policies, including software and solutions. In almost all cases, delivery of support is dependent upon the customer having a valid Maintenance & Support agreement for the specific solution. The following policies and practices shall govern the Solution Support team. Scope of Services Maintain solution at established baseline Upon completion of the solution install or upgrade, the customer acceptance establishes the 'Baseline' of operation. KMBS is responsible for maintaining software operation at that established baseline to ensure business continuity. Determination of cause The Solutions Support team can help diagnose common errors and failures. With their assistance, the goal is to identify the root cause of the problem so that the appropriate resolution can be administered. For example: You attempt to print a file and it fails or produces an error. Is the root cause of the problem with the printer, the application that created the file, the data in the file or a network issue? The Solutions Support team can eliminate the requirement for multiple requests: to a technician, the IT Helpdesk, the software vendor. Operating Environment changes KMBS suggests impacts to solution baseline be considered prior to making changes to servers, networks, storage, authentication patterns etc. In the event unplanned or untested changes create an interruption in the operation of a solution KMBS will help troubleshoot the cause and provide a quote to restore operation and establish a baseline in the new environment. Additional Services and Projects KMBS can provide a range of professional services and projects to enhance and expand your current solution functionality. More information can be provided by means of no -charge consulting engagements. Project services include but are not limited to: • Security and license audits • Re -install of servers orworkstations • Moves and expansions of environment • New user, power and admin user training — custom training • Implementation of additional software features that were not part of the baseline. • Customizations and upgrades • Custom reports • Workflow enhancements or additions • Data backups or restoration Page 82 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Support Methods Technical support may be delivered onsite or via telephone and remote desktop control. Delivery of support depends upon availability of telephone and Internet access at the customer's location. Additionally, customer participation in support events is required. Exclusions Professional Service fees may apply for non-diagnostic/troubleshooting events. Support does not include general network configurations, networking hardware, or operating system issues. The customer is responsible for ensuring network and operating systems are maintained and meet requirements of the solution. Associated Third -Party Software and Hardware For products not specifically part of the covered solution, support is limited. For example, a document is created using a word processing application. When the document is processed by the covered solution, the output fails or results in an error. The document creation techniques and document elements may be examined for troubleshooting, but no support or training will be provided on the word processing application. Customer Contact Customer provides qualified and trained key contacts to help resolve technical and/or business related issues. The primary contact should be appropriately trained on the solution software prior to receiving support. Frequently Asked Questions Do you offer 24/7 technical support? Our standard operating hours are sufficient for most business operations. If additional hours of coverage are required, it may be possible to negotiate support for extended coverage hours. How do I know what severity level my request should be? Upon initiation of the support incident, a severity is assigned by the Solutions Support team. You may make a request for severity status at any time and the assigned solutions professional will provide an explanation. How can I obtain current status/updates to a request? It is our policy to provide periodic updates to incidents lasting more than 48 hours. A request for status update may be submitted at any time. Please include the request incident number. Is there a cost for software application fixes? Access to patches, hot fixes and troubleshooting are usually covered as part of the Maintenance & Support agreement associated with the solution product. Installation, testing and administration of patches/hot fixes is considered "Additional Services" and may engender professional service fees. If additional fees are required, a good faith estimate will be provided. No work will be done without mutually agreeing on fees and completion criteria. What happens if a customer wants to escalate? Technical support escalation procedures are performed internally, first to peers and seniors. Escalation to vendor support is usually recognized in short order. However, if you feel escalation is not progressing timely, send an E- Mail request to SolutionsSupport KM85, KonicaMinolta.US stating your concerns and request for management review. Can we add services as our needs grow? Service and support options can be added at any time by contacting the Solutions Support team. Page 83 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT H, KONICA HARD DRIVE DISPOSAL OPTIONS Q KONi cA mrsoLTA STATEMENT OF WORK FOR PROJECT: KMBS Secure Disposal Service Date: Prepared By: Introduction This Statement of Work ("SOW") document fully defines the Products and Services to be provided by Konica Minolta Business Solutions U.S.A., Inc. ("KMBS"). When a MFP is disposed of or is at the end of its life, KMBS offers secure disposal options that can provide piece of mind. These options include: Option 1 - As -is disposal Option 2- In -place data cleaning Option 3 - Hard Drive replacement and return MFP will be picked up according to the respective terms and conditions of your contract and disposed of accordingly in a responsible manner. The internal data of the machine will not be altered or modified in any way. Where available, a KMBS field engineer will perform a'"data overwrite" of the hard drive using built-in sanitization technology. The drive will be cleared of data and re -initialized in the machine before disposal. Availability of this option depends on model and configuration. Cost: No charge At the time of disposal, the internal hard drive will be removed and sealed in a container that will be returned to the customer. A replacement hard drive will be installed and re -initialized with the generic device control programs. Availability of this option depends on model and configuration. Cost - $135 per hour labor plus the replacement cost of the hard drive. Responsibilities • Option 2- In -place data cleaning KMBS: • Identify available "data overwrite" compliance options available for specific unit(s). • Inform the customer what data overwrite compliance options are available for applicable MFP models. • Inform the customer on the estimated time required for the chosen hard drive sanitization method. • Obtain customer's certification that the data overwrite may be performed. Once initiated, data stored on the MFP's hard drive will not be recoverable. • Perform overwrite functions pursuant to the option selected by the customer and options available for the specific MFP. See Table 1 for options and descriptions. Customer: • Contact KMBS and schedule service date. • Identify machines requiring data overwrite. • Provide KMBS Field Engineer(s) physical access to all MFPs requiring data overwrite. Page 84 of 94 Copiers 8 Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Review and select overwrite options applicable to MFPs requiring data overwrite. Inform the KMBS Field Engineer of the overwrite options selected for the MFPs requiring data overwrite. Authorize the KMBS Field Engineer to perform the data overwrite. Once initiated, data stored on the MFP's hard drive will not be recoverable. Acknowledge data overwrite was completed by signing the Project Completion portion of this document. Option 3 - Hard Drive replacement and return KMBS • Contact KMBS and schedule service date. • Provide KMBS with a contact at location authorized to receive hard drive. • Identify and order replacement parts for MFPs requiring hard drive replacement. • Remove hard drives from applicable MFP units. • Place hard drive in a sealed container and surrender to the customer's designated recipient. • Install replacement hard drive (and any other requisite parts). Initialize the system and install base MFP system firmware permitting standard operations and functions. It may not be possible to reinstall special application/add-on software packages. (Examples include: !-Option applications, audit software, accounting software and document management software.) Customer: • Identify machines requiring hard drive replacement. Provide KMBS with MFP model and serial number. • Provide KMBS Field Engineer(s) physical accesses to all MFPs requiring hard drive replacement. • Authorize the hard drive replacement. Once the hard drive is removed, data stored on the MFP's hard drive will no longer be accessible via traditional methods. • Designate by name the individual(s) who shall receive hard drives removed from the MFPs. Print or type name:.. _ • Acknowledge completion of the hard drive replacement(s) by signing the Project Completion portion of this document. Solution Overview: The following MFPs and options have been designated for this project. 2: Data Overwrite shall be performed on the following MFPs 3: Hard Drive replacement and return shall be Performed on Project Schedule Project will begin within days upon receipt of Customer's acceptance by KMBS. MFPs Assumptions 1. Hard drive replacements are available from an acceptable source. 2. Special software application installed on MFPs may not be reinstalled after the data overwrite or hard drive replacement. 3. MFPs are operational and KMBS Field Engineers will have physical access to the designated units. Page 85 of 94 Cc piers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Project Acceptance 1. The estimated hours required to complete this project is: 2. The estimated cost of this project is: $ 3. Project completion is scheduled on: Change Approval Process Change Requests shall be submitted by the customer to the KMBS project manager. The request shall describe the problem or question that resulted in the desired change. The KMBS project manager will evaluate and identify the amount of time that will be added to the project schedule, it any, as well as additional services price, if any. KMBS standard Terms and Conditions apply to the agreement. A copy of KMBS Terms and Conditions can be provided upon request. Customer SOW Acceptance: Date Authorized Signature Printed Name Title Project Completion: Date Authorized Signature Printed Name Title Konica Minolta bfzhub built-in Mode Overwrite method compliance options Mode 1 Overwrite with OxOO Japan Electronic & Information Technology Association Russian Standard GOST Mode 2 Overwrite with random 1 byte numbers Overwrite with random 1 byte numbers Overwrite with OxOO National Security Agency (NSA) standard Mode 3 Overwrite with OxOO Overwrite with Oxff Overwrite with random 1 byte numbers Verify US Navy (NAVSO P-5239-26) Department of Defense DoD 5220.22M Page 86 of 94 Copiers 8 Managed Print Services - R FP-NP-1 8-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT I, KONICA MFP HARD DRIVE SECURE DISPOSAL TERMS AND CONDITIONS The following terms and conditions apply to the provision of hard drive disposal services by Konica Minolta Business Solutions U.S.A., Inc. ("KMBS") to Customer during the term of this Agreement: I. OVERVIEW: This service is provided in connection with the "Statement of Work for KMBS MFP Hard Drive Secure Disposal Service" entered into between Customer and KMBS. 2. PAYMENT: Payment is due within thirty (30) days from the date of the invoice. Should the customer fail to make any payment due hereunder, or be or become insolvent or be a party to or acquiesce in any bankruptcy or receivership proceeding or any similar action affecting the affairs or property of Customer, or violate any aspect of this Agreement, KMBS may (1) refuse to continue to provide the service, or (2) furnish service on a time, travel and material basis, without prejudice to any other remedies KMBS may have. Reasonable costs, including counsel fees, shall be recoverable by KMBS in the event collection activities, including litigation, are required to collect outstanding amounts due under this Agreement. NO CASH PAYMENTS ACCEPTED. Accepted manners of payment are by major credit card or checks made payable to KMBS. 3. SITE PREPARATION & ACCESS: Customer shall ensure that equipment is placed in an environment that conforms with the manufacturer's specifications and requirements. Customer shall provide KMBS' personnel with free and full access to the equipment and any necessary operating time for the purposes of furnishing the hard drive disposal services. Customer shall arrange and insure that one of its employees is present at all times when KMBS personnel perform the hard drive disposal services. 4. LIMITS TO SCOPE OF SERVICE: KMBS reserves the right to refuse to provide the hard drive disposal services if, in its opinion, the condition or location of the equipment creates an unreasonable risk to KMBS or KMBS's technicians. KMBS is not Iiable for any failure or delay in performance due to any cause beyond its control. 5. ADDITIONAL EQUIPMENT: No hard drive disposal services for additional or substituted equipment will be provided by KMBS until it is accepted by KMBS in writing. 6. SERVICE INCLUDED: KMBS' obligations under this Agreement is to provide the hard drive data protection service selected on the Konica Hard Drive Disposal Options Form, upon Customer's scheduling of a service date with KMBS. Services included in each of the respective hard drive exchange or data sanitization services are detail in the statement of work attached hereto. Unless otherwise indicated, normal business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed by KMBS. Overtime charges, at KMBS' then current Master Agreement rates, will be charged for all services provided outside normal business hours at Customer's request. 7. PROJECT SCHEDULING: Customer shall contact KMBS and schedule a service data. If KMBS cannot provide the services by the service date requested, KMBS will notify customer of the earliest possible date in which the services can be rendered. KMBS shall not be liable and Customer shall indemnify, defend and hold harmless KMBS for any claims, damages, fees, penalties, lease renewals or third party late charges directly or indirectly related to KMBS being unable to schedule the services on customer's requested date or customer not providing sufficient time in which to provide such services. 8. SELLER'S AGENTS: Customer acknowledges that it has been advised that no employee, representative or agent of KMBS has any authority to bind KMBS to any affirmation, promise, representation, or warranty concerning any of the equipment or services. Unless an affirmation, promise, representation, or warranty is specifically set forth in this Agreement it does not form a basis of this bargain and shall not be enforceable against KMBS. 9. LIMITS ON DATA WIPE: Customer acknowledges that no data wipe process will leave a hard drive as free from unreadable residual data as a comparable new product. KMBS makes no recommendations regarding the Customer's data removal requirements or representations regarding the effectiveness of one method of data removal over another. 10. ASSIGNMENT: Customer may not assign this Agreement, without KMBS' express written consent. In the event that KMBS assigns or subcontracts any of its obligations under this Agreement, KMBS shall remain primarily responsible to perform those obligations. KMBS may assign, without notice, any of its rights under this Agreement. 11. NOTICES: All notices required to be given under this Agreement shall be in writing and shall be sent by U.S. first class mail to the parties as follows: To Customer at the address listed on the front of this Agreement and to Page 87 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D KMBS, at 100 Williams Drive, Ramsey, NJ 07446, Attention: Office of Direct Administration. 12. INDEMNIFICATION: Customer shall bear all risk of theft, loss or damage not caused by KMBS employees or agents, to all equipment to which hard drive disposal services are provided under this Agreement. Customer agrees to indemnify, defend and hold harmless KMBS, its officers, directors, employees and agents from all loss, liability, claims, fines or expenses (including reasonable attorney's fees) arising out of Customer's violation of any Federal, State, or Local Laws unless said violation was caused solely as the result of negligent or intentional act or omission by KMBS. 13. WARRANTY: KMBS WARRANTS THAT THE SERVICES SHALL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER. KMBS MAKES NO OTHER WARRANTIES WHATSOEVER EXPRESS OR IMPLIED WITH REGARD TO THE HARD DRIVE DISPOSAL SERVICE AND EXPRESSLY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 14. REMEDY LIMITATIONS: THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES FOR ANY PROVEN BREACH OF THIS AGREEMENT (INCLUDING WARRANTY). THE PARTIES DO RESERVE THE RIGHT TO RECOVER CONTRACT DAMAGES ALLOWED VIA THIS AGREEMENT. KMBS' LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE COVER DAMAGES ON THE COST OF ALTERNATE HARD DRIVE DISPOSAL SERVICES AND/OR THE HARD DRIVE PURCHASED BY THE CUSTOMER. KMBS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES DUE TO LOSS, CORRUPTION, DISCLOSURE OR USE OF DATA OR INFORMATION OF ANY KIND. LOSS OF OR DAMAGE TO REVENUE, PROFITS OR GOODWILL, DAMAGES DUE TO NON- COMPLIANCE WITH THIRD PARTY REQUIREMENTS, DAMAGES DUE TO ANY INTERRUPTION OF BUSINESS, DAMAGE TO CUSTOMER'S COMPUTERS OR NETWORKS, EVEN IF KMBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of New York without regard to choice of law principles. In the event of litigation or other proceedings by KMBS to enforce or defend any term or provision of this Agreement, Customer agrees to pay all costs and expenses sustained by KMBS, including but not Iimited to, reasonable attorney's fees. Customer further agrees to litigate any dispute concerning this matter in the courts of the State of New Jersey, consents to jurisdiction in that forum and waives the right to jury trial. 16. FORCE MAJEURE: Neither party shall be responsible for delays or failure in performance of this Agreement (other than failure to make payment) to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, or any other occurrence beyond its reasonable control. 17. WAIVER & SEVERABILITY: Failure by KMBS to enforce any provisions of this Agreement or any rights hereunder, or failure to exercise any election provided for herein, shall in no way be considered a waiver of such provisions, rights, or elections, or in any way affect the party's right to later enforce or exercise the same or other provisions, rights, or elections it may have under this Agreement. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement. 18.ORIGINAL DOCUMENT: Customer further agrees (a) that facsimile or electronic signatures shall be accepted as original signatures; and (b) that this Agreement or any document created pursuant to this Agreement, may be maintained in an electronic document storage and retrieval system, a copy of which shall be considered an original. KMBS may accept orders electronically from Customer pursuant to this Agreement. Neither party shall raise any objection to the authenticity of this Agreement or any document created hereunder, based on either the use of a facsimile signature or the use of a copy retrieved from an electronic storage system. Page 88 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT J, KONICA SITE AGREEMENT 0__._ KMBS Site Agreement KONiCAMINOLTA Pigt IO2 NASPO ValuePoint RFP-NP-18-001 - MPS Site Agreement Agreement Between Konica Minolta Business Solutions U.S.A., Inc. and: customer Address---- etty WMIlco Address r— — clty stain cnSftw &w Monthly Printer Pricing Network color Network Mono lost cow LOW N0110 Thermo! Scanner MR Printer specfaky N!A MA NIA NIA NfA NO, NIA N/A Total Monthly Base Cost Upon Contract Signing $ 0 00 FW rax munv wrlr d&ww as devres are added fa the =r*W F For additional pricing, use separate attachment For initial device inventory, see Heel report detail. Agreement MaeM Date Term P.O. Number (d Regdffed) PO Eq*itkm Date Covered Sites — KMBS A prwde services on supported products at the listed sites Address 3errke/SupplY Ceahct city Sabaettn Emall state Sabaetont — Pbaae Addms 1 Semke/SuppiyCnahtt city [ Subw k anti state zip T I Subnetout Phone Address --- Service/SupplyContact city subnetln — — slats —� — Sabaetou , For larger lists of covered siles, use separate document {Excel Word, etc ) and attach goo Page 89 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS H 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Ch KMBS Site A reement KONICA MINOLTA Prge 2 tf J Supported Equipment — Supported equFpment inventory list Is provided in Attachment Schedule A (Consult Awpneraled Asset Lisfing)ar the supported equrpment list below if adddmat space is tegtcred please complete a ](MBS Site Agreement Schedule B' KMBS wdl provide services on the productstmodels specified in Schedule A andfor B Device Customer Approval: Customer's signature below acknowledges Customer's consent to `KMBS MPS Terms and Conditions (dated June 1, 2017)'; In accordance with the NASPO ValuePoint contract terms of which are incorporated into this agreement. Customer agrees to provide resources required by KMBS to fulfill the contracted services Including physical space, network access and qualified personnel to assist where needed. Coverage listed on this agreement is contingent on acceptance by Konica Minolta Business Solutions U.S.A., Inc. Comments C u stome r A p p rova l- pi-aase sign below e Nam Name SiffiurWre Sign KMBS 6nployea ID Tide Mate — Dah Fw5.W t Fbtners.err;rlrsaaopaeeytrskrhl/lssbia:lmnzxl 2(VIE slelireokraiee.cR.yhli*trCFFkin rse=N*a--?e-artil ;slue:=FY,ae't Frrmreb totinthd+i a:etlides Yra S.Td�2e's Frae ".a;nes Certiaafe+un ro:iarlsW sscisss{r,,n best+salsAstoslFricrlesls Page 90 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D KMBS NASPO ValuePoint RFP-NP-18-001 Terms and Conditions (dated June 1, 2017) The following terms and conditions apply to the provision of services by Konica Minolta Business Solutions U.S.A., Inc. (KMBS) to the Customer during the term of this Agreement. Equipment Services 100. Site Environment. Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer's requirements (available on the KMBS website) including space, power, network, temperature and humidity. Electrical power must meet voltage, amperage and electrical noise level requirements. KMBS personnel will be granted reasonable and safe access to perform services when required. 101. Color Calibration and Management: Routine and periodic color calibration and management of production color print profiles is not covered by this Agreement. Supplies and Consumables 200. Consumable Supplies: KMBS will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples or paper. Wide format equipment may have other coverage options and/or exclusions. The consumable supplies provided are the property of KMBS until they are consumed and 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. 201. Expected Yield: Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, KMBS may perform an audit of supply/consumables consumption and Equipment usage data to determine consumption levels. In the event the actual consumption levels exceed the levels used to determine contract pricing by more than 20%, KMBS shall have the right to invoice for the excess consumption. 202. Supply Source: Genuine Konica Minolta supplies will be used under this Agreement for Konica Minolta Equipment. For non -Konica Minolta products KMBS will provide fully compatible toner and print cartridges for use in covered Equipment. 203. Auto Supply Delivery: If services are provided as part of a managed services agreement, KMBS requires a designated Customer contact(s) to confirm supply shipments via email and maintain delivery address information via MyKMBS.com or other agreed methodology. Software and Maintenance 300. Licenses: KM BS hereby grants the Customer the non- exclusive, non -transferable right to install, and use the software 301. license Reactivation: Customer is responsible to safeguard software license keys. KMBS may charge a reactivation fee in the event license keys need to be regenerated. 302. Site Environment: Customer shall be responsible to insure that software is installed in an environment that meets manufacturer's requirements including operation system level, disk space, power, network, temperature and humidity. 303. Data Backups and restoration: Customer is responsible to manage server data backups. KMBS recommends adherence to industry best practices for backup procedures. In the event of a catastrophic data loss, the Customer is expected to restore the environment and data to prior state. 304. Access: Customer shall provide KMBS personnel with access to the servers and/or Equipment where the software is installed. Customer shall arrange and ensure that one of its employees or designated agents are present at all times when KMBS is performing maintenance and support services. 305. Solutions warranty: KMBS makes no warranty regarding the fitness of software that may or may not have been executed in conjunction with this Agreement for -any particular use. If any 3rd party software or services are included at the time of sale, those warranties would be covered under the 3'd party end user license agreement or the master agreement between the Yd party and KMBS. 306. Solution Integration: Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues. KMBS reserves the right to assess additional charges to resolve complex integration issues, including situations where the solution was initially provided by KMBS. 307. Term: Coverage for both level 0 (Software maintenance) and level 1(Helpdesk support) begin at time of installation of software at Customer's location. Level 1 support is only available when level 0 supports are in effect. Software Maintenance (Level 0) and Helpdesk (Level 1) 400. Software Maintenance (level 0): If this option is selected, the Customer is entitled support as defined in the 'Patches and Updates' sections. 401. Patches and Updates: Customer is eligible to receive periodic maintenance patches, hot -fixes and updates for licensed software covered under maintenance. Excluded are full version upgrades (i.e. v1.2 to v2.0) and the installation services required to install patches, hot -fixes and updates. 402. Access to patches and updates: Customer will be provided access to a website operated by KMBS or 3rd party supplier where patches and updates are accessible for download. 403. Start of service: Start of service rules may vary by Page 91 of 94 Copiers & Managed Print Services - RFP-NP-1B•001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS ti 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D OEM, software activation is expected within 30 days of purchase or install whichever comes first. 404. Current version: Customer is required to keep software and OS at the latest recommended version levels. Failure to perform recommended updates may result in suspension and/or termination of services under this Agreement. 405. Solutions Helpdesk Support (Level 1): If this option is selected, expert helpdesk support is available to the Customer to assist with covered software solutions including, PageScope Enterprise, Print Groove, Dispatcher Pro and select 3`d party solutions. Included are helpdesk services related to end -user support, baseline workflows, features and administrative functions involved in the operation of the software and workflows. Customer participation is required for remote and/or on -site support. Professional Services, Solutions and Network SDO. Initial Assessment: Customer agrees to provide or assist in gathering network configuration details needed by KMBS to perform contracted services. 501. Basic Network Services (BNS): BNS, where offered, covers common network integration in a MS WindowsTM centric environment with typical network schema and print/scanning requirements. KMBS reserves the right to assess additional fees depending on the extent of the network integration requirements needed. 502. Technical Pilot: When required Customer agrees to participate in a technical pilot where software installation, configuration, use cases and integration requirements are determined. Customer also agrees to participate in testing of the system(s). 503. Solution Baseline: Solution baseline is defined as the operating level and configurations agreed to by Customer and KMBS upon completion of the technical pilot and testing. 504. Enhancements: Enhancements and professional services beyond the baseline capabilities of the solution are available at an additional charge. 505. Customer Data: KMBS shall not be liable for any claims, damages and cost relating to loss of data or disclosure of data due to acts or omissions of Customer or its employees, end -user errors or release of administrator password. 506. Hard Drive Security: If 'bizhub SECURE' or a comparable option has been ordered, KMBS will provide advanced security services. These services include real-time, hard -drive encryption (It uses either one-time overwrite or three times overwrite in compliance with U.S. Department of Defense standards) and document data security through disk over -write as well as user mailbox data deletion, HDD encryption, HDD lock and administrative password (according to Customer policy). 507. Professional Services Projects: When requested by the Customer, KMBS can provide professional services associated with the enhancement of the Customer's printing, network connectivity, end of life hard drive disposal, fleet management, user experience, production management, job tracking and document environment. Such projects will be quoted and upon approval, performed and billed at Master Agreement rates. Meter and related 600. Fleet Device Monitoring: If the Customer agrees to allow KMBS to install and maintain server based software to monitor the printing devices on the Customer network, and the monitoring software cannot reliably operate in the Customer's environment for any reason, KMBS reserves the right to suspend or terminate services under this Agreement. Renewal and Maintenance 700. Auto Add of Equipment: Where the use of 'Fleet Device Monitoring' as part of a managed print program has been agreed to, it will be used to detect new devices and add such devices to this Agreement at Master Agreement rates. The added device(s) will be covered under the terms of this Agreement. The Customer will be notified via email and may reject the addition of the device(s) by contacting KMBS. Page 92 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS 1i 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D KMBS Site Agreement Schedule B KC)MCA MINOLTA Page 93 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D ATTACHMENT K, SOFTWARE END USER LICENSE AGREEMENTS 11 Ll EFI OPTITEX Equitrac EULA.pdf Hyland EULA pdf EULA.docx Ij KONICA EULA.pdf LANTRONIX EULA.pdf OnBase EULA.docx Open Text EULA.pdf Pharos SaaS Prism Software Agreement.docx EULA.pdf 1:1 Ll Solimar Systems Square 9 EULA.pdf EULA.pdf x MPI EULA doc it PageDNA EULA.docx 11 QAI EULA.pdf an ITC Systems EULA.docx d MyStemKits EULA.docx W PaperCut EULA.docx 11 Quite Imposing Plus EULA.pdf IJ Jamex EULA.docx Nintex EULA.docx 00-11 Pharos On Premise EULA.doc RSA EULA.pdf L3 Knot EULA.pdf 1:3 Nuance EULApdf d71 Pharos SaaS Ag reemen t. do cc tj School Gate Guardian EULA.pdf Page 94 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado Master Agreement #: 140597 Contractor: Konica Minolta Business Solutions U.S.A., Inc. Participating State: State of Florida, Agreement No. 44000000-NASPO-19-ACS 1. Scope: This Addendum covers the NASPO ValuePoint Master Agreement for Copiers and Managed Print Services led by the State of Colorado, for use by state agencies and other entities located in the State of Florida and authorized by that state's statutes to utilize state contracts with the prior approval of the state's Chief Procurement Officer. 2. Order of Precedence: a) This Participating Addendum and all Amendments; b) State of Florida Exhibit A Additional Special Contract Conditions; c) State of Florida Exhibit B Special Contract Conditions; d) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits; e) An Order issued against the Master Agreement; f) The Solicitation, RFP-NP-18-001, Copiers and Managed Print Services; g) The Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and h) The Contractor's Supplemental Documents, including all Attachments. 3. Term of the Participating Addendum: a) Initial Term: The initial term of this Participating Addendum will become effective on the last date the document is signed by all Parties, whichever is later, and shall be effective through December 31, 2021, unless terminated earlier, in accordance with the Special Contract Conditions. b) Renewal: Upon agreement of the Parties, the Department and the Contractor may renew this Participating Addendum in accordance with section 287.057(13), Florida Statutes, and Rule 60A-1.048, Florida Administrative Code. Renewals must be in writing and are subject to the same term, conditions, and modifications set forth in this Participating Addendum. The Contractor and Purchasing Entities may negotiate renewal term pricing, which shall not exceed the pricing provided during the initial term as set forth in the Master Agreement. 4. Product Offerings: The Contractor is authorized to provide the Products listed below: Group A — MFD, A3 Group B — MFD, A4 Group C — Production Equipment Page 1 of 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado • Group D — Single -function Printers • Group E — Large/Wide Format Equipment • Group F — Scanners • Managed Print Services (MPS) • Software 5. Service Offerings: The Contractor is authorized to provide Services listed below: Managed Print Services — Attachment F (Konica Sample MPS Statement of Work), of the Master Agreement, provides a framework for any ensuing MPS engagement. Prior to any commencement, all MPS engagements must be agreed to and signed by both Customer and Contractor. • Maintenance Agreements: • Automatic renewals are not permitted. • Contractor shall have the ability to blend the Service and Supply costs over a large Equipment fleet. • Manual Meter Reads - As part of its Services, Contractor may, at its discretion and dependent upon device capabilities, provide electronic remote meter reading and equipment monitoring. This may allow for automated meter reading and submission, automatic placement of low toner alerts, automatic placement of service calls in the event of a critical Product failure and may enable firmware upgrades. • Customer -Owned Equipment - Customers may elect to enter into a Maintenance Agreement for Equipment they already own, or Equipment they acquire through an up -front purchase. 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. The Maintenance Agreement shall not be subject to automatic renewals. • Lease Equipment - Contractor shall be required to provide a Maintenance Agreement on all Equipment that is leased by a Customer. The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge. Participating State or Entity must check one of the boxes below. These modifications or additions apply only to actions and relationships within the State of Florida. A Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to its contractual relationship with the Contractor under the Terms and Conditions of the State of Colorado NASPO ValuePoint Master Agreement. ] No changes to the terms and conditions of the Master Agreement are required. Page 2 of 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado [ X ] The following changes are modifying or supplementing the Master Agreement terms and conditions: Exhibit A — Additional Special Contract Conditions Exhibit B — Special Contract Conditions 6. Master Price Agreement Number: All purchase orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the NASPO ValuePoint Master Agreement number: 140597 7. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Name Kristen McKenna Address 100 Williams Drive, Ramsey, NJ 07446 Telephone 703.563.5131 E-mail kmckenna kmbs.konicaminolta.us Participating_EntityEntity Name Christia Nunnery Address 4050 Esplanade Way, Tallahassee, FL 32399-0950 Telephone 850.488.8367 E-mail Christia.Nunnelykdms.myflorida.com IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. Participating State: Florida Contractor: Konica Minolta Business Solutions U.S.A., Inc. By: By: Name: Name: Title: Title: Date: Date: Page 3 of 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado NASPO ValuePoint [ X ] The following changes are modifying or supplementing the Master Agreement terms and conditions: Exhibit A — Additional Special Contract Conditions Exhibit B — Special Contract Conditions 6. Master Price Agreement Number: All purchase orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the NASPO ValuePoint Master Agreement number: 140597 7. Priman Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor —at e Kristen McKenna Address 100 Williams Drive, Ramsev, NJ 07446 Telephone 703.563.5131 E-mail knickennafcr:kmbs.konicaminolta.us Particiyatine Entity Name Christia Nunnery Address 4050 Esplanade Way, Tallahassee, FL 32399-0950 Telephone 850.488.8367 E-mail Christia.Nunne ialdms.mvflorida.com IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. Participating State: Contractor: Florida Konica Minolta Business Solutions U.S.A., Inc. By: By: �J Name: V Name: Kristen McKenna CA«f- a 1� .SAA fir- Date: �/d5�aoaa State Contract Manager Date: Page 3 of 4 0 i -'-') I I -;Lo '-0 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado For questions on executing a Participating Addendum, please contact: NASPO ValuePoint Cooperative Development Coordinator: Ted Fosket Telephone: (907) 723-3360 Email: tfosket nas ovalue oint.or [Please email fully executed PDF copy of this document to PA(a),naspovaluepoint.org, to support documentation of participation, and to post in appropriate data bases] Page 4 of 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Department of MANAGEMENT 'A SERVICES We serve those who serve Florida ADDITIONAL SPECIAL CONTRACT CONDITIONS Exhibit A The following changes are modifying or supplementing the Master Agreement terms and conditions. (These modifications or additions apply only to actions and relationships within the Participating Addendum.) Upon execution of the Participating Addendum, Customers may purchase products and services under contract using the State of Florida Alternate Contract Source Number 44000000- NASPO-19-ACS. Customers acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in this document. A. Contractor acknowledges that Participating State is an agency of the State of Florida and mandated by the State of Florida that every contract must include the list of terms and conditions stated in the Additional Special Contract Conditions and Special Contract Conditions. a. Vendor Registration: In order to complete any transaction between an Individual Customer and the Contractor, the Contractor must be registered in MyFloridaMarketPlace. b. Purchases: In order to procure products and services hereunder, Customers shall issue purchase orders or use a purchasing card which shall reference Florida Alternate Contract Source Number 44000000-NASPO-19-ACS. Customers are responsible for reviewing the terms and conditions of this PA including all Exhibits. c. Additional Customer Terms: If any additional ordinance, rule, or other local governmental authority requires additional contract language before a Customer can make a purchase under this PA, the Customer is responsible for entering a separate agreement with the Contractor and capturing that additional contract language therein. d. The State of Florida's performance and obligation to pay under this PA is contingent upon an annual appropriation by the Legislature. The vendor shall comply with section 11.062, Florida Statutes and section 216.347, Florida Statutes, prohibiting use of funds to lobby the Legislature, Judicial, or state agencies. B. Product Offerings: The Contractor is authorized to provide Products as referenced in Section 4 of the State of Florida Participating Addenda. Any Product Offerings not listed are not approved. C. Service Offerings: The Contractor is authorized to provide Services as referenced in Section 5 of the State of Florida Participating Addenda. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D D. Employment Eligibility Verification: The language of Subsection 13.2 of the Special Contract Conditions regarding E-Verify shall apply to resellers as well as other subcontractors. E. Price List/Preferred Price: The Contractor's price list will be the same as the NASPO ValuePoint price list, and the Department will post a link on the Department's website to the price list posted on the NASPO ValuePoint website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Customers wherever possible. F. Orders: Any Order placed by a Customer for a Product and/or Service available from this Participating Addendum shall be deemed to be a sale under and governed by the terms and conditions of the Participating Addendum. To the extent the Customer and the Contractor agree on additional terms, the terms will be documented on the Customer Order, and signed by both parties. G. Contractor must be able to accept purchase orders via fax, e-mail, or the MyFloridaMarketPlace (MFMP). H. Electronic Invoicing: The Contractor may supply electronic invoices in lieu of paper - based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below: a. EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog goods and services. b. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non -catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider of MFMP, a state contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the contract. The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. Product Installation & Invoicing: Unless otherwise agreed to by both parties, signing the delivery and acceptance ("D&A") certificate constitutes Acceptance of the Product(s) and allows Contractor to invoice for the Product(s). Failure to sign the D&A or reject the Product(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Customer. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services 2 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Contractor will provide timely billing and Customer will notify Contractor, in writing, of any billing concern. In order for Contractor to generate accurate service invoices, Purchasing Entities shall provide meter reads within the Contractor(s) requested timeframe. Invoices that are generated without receiving the proper meter read information from the Customer will not be considered inaccurate. The Customer shall provide written notice of any alleged invoicing issue(s) and the Contractor will be allowed a thirty (30) day cure period to address any such issue. 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. J. Not Specifically Priced ("NSP") Open Market Items: Not Specifically Priced (NSP) items compliment or enhance the Products and/or Services offered under the resulting Master Agreement(s). NSP items will not include: Interactive White boards; Computers, monitors, or other related items; Fax machines; Overhead Projectors; and Cameras. NSP items may only be acquired through the Contractor(s) or their Authorized Dealer(s) and must be reported quarterly with all other sales under the resulting Master Agreement(s). NSP items must be priced at a minimum discount of 15% from MSRP or List Price. NSP items shall not be offered to a Customer 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. K. Software: Customers that acquire software shall be subject to the license agreements distributed with such software. Software subscriptions shall not be subject to automatic renewals. Customers shall have the option to finance software subscriptions by utilizing Contractor lease and rental rates. Notwithstanding the foregoing, in the event of a conflict in language between an end user license agreement (EULA) and the Master Agreement, the language in the Master Agreement will supersede and control. In addition, any language in a EULA which violates a participating state's constitution or a statute of that state; or violates the laws of a local entity making a purchase, will be deemed void, and of no force or effect, as applied to the participating or Customer. L. Contract Reporting: The Contractor shall report information on orders received from Customers associated with this PA. The Contractor shall submit reports in accordance with the following schedule: Report Period Covered Due Dates MFMP Transaction Report Calendar month 15th calendar day of the month following the receipt of payment for the vendor's good or services. Contract Quarterly Sales State's Fiscal 15 calendar days after close of the period Report Quarter No favorable action will be considered for any contractor who has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation, to include fees / monies that is required under this Contract. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D a. Contract Quarterly Sales Report: The Contractor agrees to submit a Quarterly Sales Report to the Department's Contract Manager within 15 calendar days after the close of each State Fiscal quarter. Quarterly reporting timeframes coincide with the State Fiscal Year as follows: Quarter 1 - (July -September) — due 15 calendar days after close of the period Quarter 2 - (October -December) — due 15 calendar days after close of the period Quarter 3 - (January -March) — due 15 calendar days after close of the period Quarter 4 - (April -June) — due 15 calendar days after close of the period Quarterly Reporting periods should coincide with the PA term and begin the quarter following PA execution. Reports must be submitted in MS Excel format and can be retrieved by accessing the following link at FL DMS Quarterly Sales Report Form. The report will include all sales (orders) from Customers received (associated with this PA) during the period. Initiation and submission of the Quarterly Report is the responsibility of the Contractor without prompting or notification from the Department's Contract Manager. If no orders are received during the period, the Contractor must submit a report stating that there was no activity. If the Contractor fails to submit two consecutive quarterly sales reports, this PA may be terminated for convenience or the Department may choose to not renew the PA. In addition, the Department may require additional sales information such as copies of purchase orders, or ad hoc sales reports. The Contractor shall submit these specific ad hoc requests within the specified amount of time as requested by the Department. b. MFMP Transaction Fee Report: The Contractor is required to submit monthly Transaction Fee Reports in the Department's electronic format. Reports are due 15 calendar days after the end of the reporting period. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and Vendor training presentations available online at the Transaction Fee Reporting and Vendor Training subsections under Vendor on the MFMP website: MFMP Transaction Fee and Reporting. Assistance is also available with the Transaction Fee Reporting System from the MFMP Customer Service Desk by email at feeprocessing(a myfloridamarketplace.com or telephone 866-FLA-EPRO (866- 352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time. M. Ad hoc Reports: The Department reserves the right to require additional reports or information pertaining to this PA and any resulting purchase orders or contracts with customers. The Contractor must submit a report or information within five (5) business days after receipt of a Department request, unless otherwise approved by the Department. N. Financial Consequences: The following financial consequences will apply for nonperformance of the contract by a Contractor. The State reserves the right to withhold payment or implement other appropriate remedies, such as contract termination or nonrenewal, when the Contractor has failed to perform/comply with provisions of the PA. These consequences for non-performance are not to be considered penalties. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The financial consequences will be paid via check or money order and made out to the Department of Management Services in US Dollars within 30 calendar days after the required report submission date. These consequences are individually assessed for failures over each target period beginning with the first full month or quarter of the contract performance and every quarter thereafter. Performance Financial Target Consequence Performance Metrics Description Frequency for Non - Performance Per Day Late Quarterly Sales Report Quarterly Sales Report are due 100% Quarterly $250 Submission on or before the 151h calendar day after close of a quarter. Monthly Transaction Fee Transaction Fee Report are due 100% Monthly $100 Report on or before the 15th calendar day after close of the period. O. Financial Consequences for Non -Performance: If the Department determines that the Contractor has failed in any quarter to meet requirements of the Service Level Agreement for two or more standards, the Department may assess the Contractor a fee in accordance with the Service Level Agreement table incorporated herein. These consequences of non-performance shall not be considered penalties. P. Business Review Meetings: The Department reserves the right to schedule business review meetings as frequently as necessary. The Participating State will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Participating State/Entity for review and acceptance. The Contractor shall address the agenda items and any of the Participating State's additional concerns at the meeting. At minimum, the parties shall meet to discuss: a. Program compliance b. Program trending review c. Savings report: Hard dollar and soft dollar d. Spend report e. Subcontractor and contingent staff performance f. Recommendations for improved compliance and performance Failure to comply with this section may result in the Contractor being found in default and PA termination. Q. Certification of Drug -Free Workplace: In executing this PA, Contractor certifies that it has implemented a drug -free workforce program. R. Resellers/Partners: The Contractor may use resellers/partners in order to provide equipment and services. All resellers/partners shall be the direct responsibility of the Contractor. The Contractor is responsible for all liability, terms and conditions within Master Agreement and this Addendum. The Contractors resellers/partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Addendum. If a reseller/partner is authorized to conduct Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D business on behalf of the Contractor and the reseller/partner is to receive compensation from the Contractor for its services, then any dispute between the Contractor and the reseller/partner shall be resolved between the Contractor and the reseller/partner. The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/partners. The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such resellers/partners and shall ensure that all such resellers/partners meet the following requirements: The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such subcontractors and shall ensure that all such subcontractors meet the following requirements: • Have an ACTIVE Registration with the Florida Department of State, Division of Corporations (www.sunbiz.org) • Registered in the MFMP Vendor Information Portal (https://vendor.mvfloridamarketplace.com) • Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists http://www.dms.myflorida.com/business operations/State purchasing/vendor inf ormation/convicted suspended discriminatory complaints vendor lists • Have a copy of e-Verify Status on file • Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor.myfloridacfo.com) S. Lease Early Termination Charges: Except in the case of Non -appropriation of funds Straight Leases shall be subject to an early termination charge and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less. T. The following sections replace and supersede the corresponding sections of the Special Contract Conditions, Exhibit B: 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and reasonable attorney's fees, arising from or relating to any third party claims that the equipment and/or products leased or purchased under this agreement ( "Products") Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D violate or infringe a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. Notwithstanding the foregoing, Contractor shall have no liability for any claims which are attributable to: (a) any modification or alteration of the Products made by any party other than Contractor; or (b) any combination of the Products with or any use of the Products with other products, parts, accessories or consumables manufactured by any party other than Contractor; or (c) specifications, designs, standards or instructions provided to Contractor by Customer; or (d) any other cause or reason not attributable to Contractor The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting As a condition of this indemnification, the Customer may will provide the Contractor (1) prompt written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. Notwithstanding any other provision of the Contract, Contractor's total liability to the State arising out of this Contract or the products or services provided thereunder, regardless of the legal theory upon which such liability may be based, shall not exceed the greater of $250,000 or in the aggregate one and one- half (1.5) times the total payments made by the State to Contractor for the products or services in question in the twelve (12) months immediately preceding the first occurrence of the event giving rise to such liability. 9 Data Security. The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department without undue delay. "Security breach" for purposes of this section will refer Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post -incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Department acknowledges the Contractor's need to maintain Contractor's ISO 27001 certification or comparable security certifications and clearances. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the Department Customer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in Section N of the Additional Special Contract conditions will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Department acknowledges the Contractor's need to maintain Contractor's ISO 27001 certification or comparable certifications or clearances. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D SPECIAL CONTRACT CONDITIONS Exhibit B Table of Contents SECTION 1. DEFINITION...........................................................................................................................2 SECTION 2. CONTRACT TERM AND TERMINATION................................................................................. 2 SECTION 3. PAYMENT AND FEES.............................................................................................................3 SECTION 4. CONTRACT MANAGEMENT..................................................................................................4 SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6 SECTION 6. MISCELLANEOUS..................................................................................................................7 SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9 SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY..............................................................................................................................................10 SECTION 9. DATA SECURITY..................................................................................................................12 SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13 SECTION 11. CONTRACT MONITORING................................................................................................14 SECTION 12. CONTRACT AUDITS...........................................................................................................15 SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16 SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17 In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Special Contract Conditions. SP approved version 7-1-2019 1 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D SECTION 1. DEFINITION. The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.): 1.1 Customer. The agency or eligible user that purchases commodities or contractual services pursuant to the Contract. SECTION 2. CONTRACT TERM AND TERMINATION. 2.1 Initial Term. The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later. 2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S. 2.3 Suspension of Work and Termination. 2.3.1 Suspension of Work. The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. The Contractor will not resume performance of the Contract or purchase order until so authorized by the Department. 2.3.2 Termination for Convenience. The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor. 2.3.3 Termination for Cause. If the performance of the Contractor is not in compliance with the Contract requirements or the Contractor has defaulted, the Department may: (a) immediately terminate the Contract; (b) notify the Contractor of the noncompliance or default, require correction, and specify the date by which the correction must be completed before the Contract is terminated; or (c) take other action deemed appropriate by the Department. SP approved version 7-1-2019 2 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D SECTION 3. PAYMENT AND FEES. 3.1 Pricing. The Contractor will not exceed the pricing set forth in the Contract documents. 3.2 Price Decreases. The following price decrease terms will apply to the Contract: 3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders; 3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing offered under comparable contracts. Comparable contracts are those that are similar in size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must annually submit an affidavit from the Contractor's authorized representative attesting that the Contract complies with this clause. 3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. The Contractor must submit documentation identifying the proposed: (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then -authorized prices. 3.3 Payment Invoicing. The Contractor will be paid upon submission of invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain sufficient detail for an audit and contain the Contract Number and the Contractor's Federal Employer Identification Number. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract's term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor's performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract. 3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing and may be reimbursed only in accordance with section 112.061, F.S. SP approved version 7-1-2019 3 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.6 Annual Appropriation. Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 3.8 Taxes. Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law. 3.9 Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment. SECTION 4. CONTRACT MANAGEMENT. 4.1 Composition and Priority. The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter. 4.2 Notices. All notices required under the Contract must be delivered to the designated Contract Manager in a manner identified by the Department. 4.3 Department's Contract Manager. The Department's Contract Manager, who is primarily responsible for the Department's oversight of the Contract, will be identified in a separate writing to the Contractor upon Contract signing in the following format: Department's Contract Manager Name SP approved version 7-1-2019 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Department's Name Department's Physical Address Department's Telephone # Department's Email Address If the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract. 4.4 Contractor's Contract Manager. The Contractor's Contract Manager, who is primarily responsible for the Contractor's oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format: Contractor's Contract Manager Name Contractor's Name Contractor's Physical Address Contractor's Telephone # Contractor's Email Address If the Contractor changes its Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract. 4.5 Diversity. 4.5.1 Office of Supplier Diversity. The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority -owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority -owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com. 4.5.2 Diversity Reporting. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Contract. 4.6 RESPECT. Subject to the agency determination provided for in section 413.036, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; SP approved version 7-1-2019 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about RESPECT and the commodities or contractual services it offers is available at https://www.respectofflorida.org. 4.7 PRIDE. Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at https://www.pride-enterprises.org. SECTION 5. COMPLIANCE WITH LAWS. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference. 5.2 Dispute Resolution, Governing Law, and Venue. Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives all privileges and rights relating to venue it may have under Chapter 47, F.S., and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department. 5.3 Department of State Registration. SP approved version 7-1-2019 6 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity. 5.4 Suspended, Convicted, and Discriminatory Vendor Lists. In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract. 5.5 Scrutinized Companies - Termination by the Department. The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for the longer of five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State's Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. SECTION 6. MISCELLANEOUS. 6.1 Subcontractors. The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority -owned small businesses. The SP approved version 7-1-2019 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities. 6.2 Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor. 6.3 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract. 6.4 Inspection and Acceptance of Commodities. 6.4.1 Risk of Loss. Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier's bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of lading and damage inspection report. 6.4.2 Rejected Commodities. When a Customer rejects a commodity, Contractor will remove the commodity from the premises within ten (10) calendar days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of such commodities. Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities. 6.5 Safety Standards. Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements. 6.6 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516. SP approved version 7-1-2019 8 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract. Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach. 6.8 Waiver. The delay or failure by the Department or the Customer to exercise or enforce any rights under the Contract will not constitute waiver of such rights. 6.9 Modification and Severability. The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid. 6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(5), F.A.C. SECTION 7. LIABILITY AND INSURANCE. 7.1 Workers' Compensation Insurance. The Contractor shall maintain workers' compensation insurance as required under the Florida Workers' Compensation Law or the workers' compensation law of another jurisdiction where applicable. The Contractor must require all subcontractors to similarly provide workers' compensation insurance for all of the latter's employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers' Compensation statutes, the Contractor must provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected. 7.2 General Liability Insurance. The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract. 7.3 Florida Authorized Insurers. SP approved version 7-1-2019 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D All insurance shall be with insurers authorized and eligible to transact the applicable line of insurance business in the State of Florida. The Contractor shall provide Certifications) of Insurance evidencing that all appropriate coverage is in place and showing the Department to be an additional insured. 7.4 Performance Bond. Unless otherwise prohibited by law, the Department may require the Contractor to furnish, without additional cost to the Department, a performance bond or irrevocable letter of credit or other form of security for the satisfactory performance of work hereunder. The Department shall determine the type and amount of security. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney's fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY. 8.1 Public Records. 8.1.1 Termination of Contract. SP approved version 7-1-2019 10 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER. Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 8.2 Protection of Trade Secrets or Otherwise Confidential Information. 8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information. If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be SP approved version 7-1-2019 11 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D responsible for responding to and resolving all claims for access to Contract -related materials it has designated trade secret or otherwise confidential. 8.2.2 Public Records Requests. If the Department receives a public records request for materials designated by the Contractor as trade secret or otherwise confidential under Florida or federal law, the Contractor will be responsible for taking the appropriate legal action in response to the request. If the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential, the Department will provide the materials to the requester. 8.2.3 Indemnification Related to Confidentiality of Materials. The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney's fees arising from or relating to its designation of materials as trade secret or otherwise confidential. 8.3 Document Management. The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract. The Contractor must retain all documents related to the Contract for five (5) years after expiration of the Contract or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at the Department of State's Records Management website. 8.4 Intellectual Property. 8.4.1 Ownership. Unless specifically addressed otherwise in the Contract, the State of Florida shall be the owner of all intellectual property rights to all property created or developed in connection with the Contract. 8.4.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in the course, or as a result, of services in connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made through performance of the Contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Contract. 8.4.3 Copyrightable Works. Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed through performance of the Contract are owned solely by the State of Florida. SECTION 9. DATA SECURITY. SP approved version 7-1-2019 12 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day. "Security breach" for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post -incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. 10.1 Gratuities. The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer's or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee. 10.2 Lobbying. In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term. 10.3 Communications. 10.3.1 Contractor Communication or Disclosure. The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. 10.3.2 Use of Customer Statements. The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor's promotions, press releases, publicity releases, marketing, corporate communications, or other similar communications, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. SP approved version 7-1-2019 13 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D SECTION 11. CONTRACT MONITORING. 11.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. 11.2 Performance Deficiencies and Financial Consequences of Non -Performance. 11.2.1 Proposal of Corrective Action Plan. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time -frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer. 11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies. 11.3 Performance Delay. 11.3.1 Notification. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department's delay. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the DepartmentCustomer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in the Contract documents will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 11.4 Force Majeure, Notice of Delay, and No Damages for Delay. SP approved version 7-1-2019 14 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay, and the delay is due directly to fire, explosion, earthquake, windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly beyond the Contractor's reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State of Florida or to Customers, in which case the Department may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers and the Department with respect to commodities or contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. SECTION 12. CONTRACT AUDITS. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections. SP approved version 7-1-2019 15 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 12.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained in accordance with section 8.3 of these Special Contract Conditions. Records of costs incurred will include the Contractor's general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, the State of Florida's Chief Financial Officer, or the Office of the Auditor General. SECTION 13. BACKGROUND SCREENING AND SECURITY. 13.1 Background Check. The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor's employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self -report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re -screen any of its employees, agents, representatives, and subcontractors during the term of the Contract. 13.2 E-Verify. The Contractor must use the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E- Verify System, it will do so within five (5) calendar days of notice of Contract award and provide the Contract Manager a copy of its MOU within five (5) calendar days of Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify case number. 13.3 Disqualifying Offenses. If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court's determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related crimes; (b) Information technology crimes; SP approved version 7-1-2019 16 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; Q) Misuse of medical or personnel records; and (k) Felony theft. 13.4 Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information. SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. SP approved version 7-1-2019 17 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Department of MANAGEM SERVICES We serve those who serve Florida AMENDMENT NO.: 1 - Renewal Alternate Contract Source No.: 44000000-NASPO-19-ACS Contract Title: Copiers and Managed Print Services This Amendment ("Amendment"), effective upon signature of both Parties, to the Copiers and Managed Print Services Contract No. 44000000-NASPO-19-ACS ("ACS" or "Contract"), is made by and between the State of Florida, Department of Management Services ("Department") and Konica Minolta Business Solutions U.S.A., Inc. ("Contractor") collectively referred to herein as the "Parties." All capitalized terms used herein have the meaning assigned to them in the ACS unless otherwise defined herein. WHEREAS, the ACS was entered into by both Parties and became effective on February 25, 2020, to continue through December 31, 2021, for the provision of Copiers and Managed Print Services, pursuant to State of Colorado Master Agreement No. 140597; WHEREAS, the State of Colorado Master Agreement No. 140597 was renewed for one (1) year through December 31, 2022; WHEREAS, the Parties agreed that the ACS may be amended by written mutual agreement as provided in subsection 6.9, Modification and Severability, of the Special Contract Conditions incorporated into this ACS in Exhibit B; and WHEREAS, the Parties agreed that the ACS may be renewed by written mutual agreement as provided in subsections 3(b), Renewal, of the Participating Addendum and 2.2, Renewal, of the Special Contract Conditions of the ACS. THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt, and sufficiency of which are hereby acknowledged, the Parties agree to the following: I. ACS Amendment. Exhibit A, Additional Special Contract Conditions, is hereby deleted in its entirety and replaced with the attached Exhibit A, Additional Special Contract Conditions, which is incorporated into the ACS by reference herein. II. ACS Renewal. The ACS is hereby renewed for a period of one (1) year effective January 1, 2022, with a new expiration date of December 31, 2022, under the same terms and conditions, except as amended herein. III. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. IV. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the ACS, the terms of this Amendment shall control. DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D V. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the ACS, as previously amended, shall continue in full force and effect. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Contractor: Department of Management Services Konica Minolta Business Solutions U.S.A., Inc. DocuSigned by: 1=-V'lSl c ", A-t;�t,rnan,a By: By: Fftmm Name: J. Todd Inman Name: Kristen McKenna Title: Secretary Title: Director, Government Contracts Date: Date: 12/3/2021 1 9:35 AM EST DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D DocuSign Envelope ID: 72DCC103-0852-42FC-90F2-169AF516E061 V. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the ACS, as previously amended, shall continue in full force and effect. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Department of Management Services By: Name: J. Todd Inman Title: Secretary Date: 12 /Iy/ ? 0 2 I Contractor: Konica Minolta Business Solutions U.S.A., Inc. � 1Dhocc�u,,Si'g nednbAy:' By: Name: Kristen McKenna Title: Director, Government Contracts Date: 12/3/2021 1 9:35 AM EST DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Department of ' MANAGEMENT SERVICES We serve those who serve Florida I,► ADDITIONAL SPECIAL CONTRACT CONDITIONS The Contractor and agencies, as defined in section 287.012, Florida Statutes acknowledge and agree to be bound by the terms and conditions of the Master Contract except as otherwise specified in the Contract, which includes the Special Contract Conditions and these Additional Special Contract Conditions. A. Product Offerings: The Contractor is authorized to provide Products as referenced in Section 4 of the State of Florida Participating Addenda. Any Product Offerings not listed are not approved. B. Service Offerings: The Contractor is authorized to provide Services as referenced in Section 5 of the State of Florida Participating Addenda. C. Price List: The Contractor's price list will be the same as the NASPO ValuePoint price list, and the Department will post a link on the Department's website to the price list posted on the NASPO ValuePoint website. D. Orders: Contractor must be able to accept the State of Florida Purchasing Card and MyFloridaMarketPlace (MFMP) purchase orders. Any Order placed by a Customer for a Product and/or Service available from this Participating Addendum shall be deemed to be a sale under and governed by the terms and conditions of the Participating Addendum. To the extent the Customer and the Contractor agree on additional terms, the terms will be documented on the Customer Order, and signed by both parties. E. Contractor and Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers: By execution of a Contract, the Contractor acknowledges that it will not be released of its contractual obligations to the Department or state agencies because of any failure of an affiliate, partner, subcontractor, reseller, distributor, or dealer. The Contractor is responsible for ensuring that its affiliates, partners, subcontractors, resellers, distributors, and dealers providing commodities and performing services in furtherance of the Contract do so in compliance with the terms and conditions of the Contract. The Contractor is fully responsible for satisfactory completion of all work performed under the Contract. F. Purchase Prerequisites: Contractor must ensure that entities receiving payment directly from Customers under this Contract must have met the following requirements: • Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.org), or, if exempt from the registration requirements, provide the Department with the basis for such exemption. • Be registered in the MFMP Vendor Information Portal (https://vendor. myfloridamarketplace.com). • Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor.mvfloridacfo.com) 13 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D G. Punchout Catalog and Electronic Invoicing. The Contractor is encouraged to provide a MFMP punchout catalog. The punchout catalog provides an alternative mechanism for suppliers to offer the State access to Products awarded under the Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier's Enterprise Resource Planning (ERP) system, which can reflect real-time Product inventory/availability information. Through utilization of the punchout catalog model, a Florida buyer will "punch out" to a supplier's website. Using the search tools on the supplier's Florida punchout catalog site, the user selects the desired Products. When complete, the user exits the supplier's punchout catalog site, and the shopping cart (full of Products) is "brought back" to MFMP. No orders are sent to a supplier when the user exits the supplier's punchout catalog site. Instead, the chosen Products are "brought back" to MFMP as line items in a purchase order. The user can then proceed through the normal workflow steps, which may include adding/editing the Products (i.e., line items) in the purchase order. An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details. The Contractor may supply electronic invoices in lieu of paper -based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below: 1) EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog goods and services. 2) PO Flip via AN This online process allows Contractors to submit invoices via the AN for catalog and non -catalog goods and services. Contractors have the ability to create an invoice directly from their inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider the right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. H. Product Installation & Invoicing: Unless otherwise agreed to by both parties, signing the delivery and acceptance ("D&A") certificate constitutes Acceptance of the Product(s) and allows Contractor to invoice for the Product(s). Failure to sign the D&A or reject the Product(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Customer. Contractor will provide timely billing and Customer will notify Contractor, in writing, of any Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D billing concern. In order for Contractor to generate accurate service invoices, Purchasing Entities shall provide meter reads within the Contractor(s) requested timeframe. Invoices that are generated without receiving the proper meter read information from the Customer will not be considered inaccurate. The Customer shall provide written notice of any alleged invoicing issue(s) and the Contractor will be allowed a thirty (30) day cure period to address any such issue. 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. J. Not Specifically Priced ("NSP") Open Market Items: Not Specifically Priced (NSP) items compliment or enhance the Products and/or Services offered under the resulting Master Agreement(s). NSP items will not include: Interactive White boards; Computers, monitors, or other related items; Fax machines; Overhead Projectors; and Cameras. NSP items may only be acquired through the Contractor(s) or their Authorized Dealer(s) and must be reported quarterly with all other sales under the resulting Master Agreement(s). NSP items must be priced at a minimum discount of 15% from MSRP or List Price. NSP items shall not be offered to a Customer 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. Software: Customers that acquire software shall be subject to the license agreements distributed with such software. Software subscriptions shall not be subject to automatic renewals. Customers shall have the option to finance software subscriptions by utilizing Contractor lease and rental rates. Notwithstanding the foregoing, in the event of a conflict in language between an end user license agreement (EULA) and the Master Agreement, the language in the Master Agreement will supersede and control. In addition, any language in a EULA which violates a participating state's constitution or a statute of that state; or violates the laws of a local entity making a purchase, will be deemed void, and of no force or effect, as applied to the participating or Customer. Lease Early Termination Charges: Except in the case of non -appropriation of funds, Straight Leases shall be subject to an early termination charge and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less. K. Contract Reporting: The Contractor shall provide the Department the following accurate and complete reports associated with this Contract. Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 1) Contract Quarterly Sales Reports. The Contractor shall submit complete Quarterly Sales Reports to the Department's Contract Manager within 30 calendar days after the close of each State fiscal quarter (the State's fiscal quarters close on September 30, December 31, March 31, and June 30). Reports must be submitted in MS Excel using the DMS Quarterly Sales Report Format, which can be accessed at https://www.dms.myflorida.com/business operations/ state purchasing/vendor resources/quarterly sales report format. Initiation and submission of the most recent version of the Quarterly Sales Report posted on the DMS website is the responsibility of the Contractor without prompting or notification from the Department's Contract Manager. If no orders are received during the quarter, the Contractor must email the DMS Contract Manager confirming there was no activity. 2) Certified and Minority Business Enterprises Reports. Upon Customer request, the Contractor shall report to each Customer spend with certified and other minority business enterprises in the provision of commodities or services related to the Customer orders. These reports shall include the period covered; the name, minority code, and Federal Employer Identification Number of each minority business enterprise utilized during the period; commodities and services provided by the minority business enterprise; and the amount paid to each minority business enterprise on behalf of the Customer. 3) Ad Hoc Sales Reports. The Department may require additional Contract sales information such as copies of purchase orders or ad hoc sales reports. The Contractor shall submit these documents and reports in the format acceptable to the Department and within the timeframe specified by the Department. 4) MFMP Transaction Fee Reports. The Contractor shall submit complete monthly MFMP Transaction Fee Reports to the Department. Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located at https://www.dms.myflorida.com/business operations/state purchasing/myfloridamarketplace/mfmp vendors/transaction fee and reporting. Assistance with transaction fee reporting is also available by email at feeprocessing(o�myfloridamarketplace.com or telephone at 866-FLA-EPRO (866-352- 3776) from 8:00 a.m. to 6:00 p.m. Eastern Time. L. Financial Consequences: The Department reserves the right to impose financial consequences when the Contractor fails to comply with the requirements of the Contract. The following financial consequences will apply for the Contractor's non-performance under the Contract. The Customer and the Contractor may agree to add additional Financial Consequences on an as -needed basis beyond those stated herein to apply to that Customer's resultant contract or purchase order. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to comply with the provisions of the Contract. The Contractor and the Department agree that financial consequences for non-performance are an estimate of damages which are difficult to ascertain and are not penalties. The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D over each target period beginning with the first full month or quarter of the Contract performance and every month or quarter, respectively, thereafter. Financial Consequences Chart Financial Consequence for Deliverable Performance Performance Due Non -Performance Metric Date /Not Received by the Contract Manager Quarterly Sales All Quarterly Sales Completed reports $250 per day late Reports Reports will be are due on or submitted timely before the 301n with the required calendar day after information the close of each State fiscal quarter Monthly MFMP All MFMP Completed reports $100 per day late Transaction Fee Transaction Fee are due on or Reports Reports will be before the 15tn submitted timely calendar day after with the required the end of each information month No favorable action will be considered when Contractor has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that is required under this Contract. M. Business Review Meetings: Both the Department and Customer reserve the right to schedule business review meetings. The Department or Customer may specify the format or agenda for the meeting. At a minimum, the Business Review Meeting may include the following topics: a. Contract compliance b. Contract savings (in dollar amount and cost avoidance) c. Spend reports by Customer d. Recommendations for improved compliance and performance N. Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following: 2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(14), F.S. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D or contractual services will be assessed a one percent transaction fee or less, or an increased fee as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit anymonthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)- (c) and (g), F.S., are hereby incorporated by reference. Nothing contained within this Contract shall be construed to prohibit the Contractor from disclosing information relevant to performance of the Contract or purchase order to members or staff of the Florida Senate or Florida House of Representatives. Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and ensure a representative will be available to, a continuing oversight team. The Contractor will comply with all applicable disclosure requirements set forth in section 286.101, F.S. In the event the Department of Financial Services issues the Contractor a final order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the Contractor shall immediately notify the Department and applicable Customers and shall be disqualified from Contract eligibility. 5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists. In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S. For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List during the term of the Contract. In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List. A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section 287.134, F.S., is immediately disqualified from Contract eligibility. Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for the longer of five years after the expiration or termination of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State's Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and reasonable attorney's fees, arising from or relating to any third party claims that the equipment and/or products leased or purchased under this agreement ( "Products") violate or infringe a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. Notwithstanding the foregoing, Contractor shall have no liability for any claims which are attributable to: (a) any modification or alteration of the Products made by any party other than Contractor; or (b) any combination of the Products with or any use of the Products with other products, parts, accessories or consumables manufactured by any party other than Contractor; or (c) specifications, designs, standards or instructions provided to Contractor by Customer; or (d) any other cause or reason not attributable to Contractor The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting as a condition of this indemnification, the Customer may will provide the Contractor (1) prompt written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. Notwithstanding any other provision of the Contract, Contractor's total liability to the State arising out of this Contract or the products or services provided thereunder, regardless of the legal theory upon which such liability may be based, shall not exceed the greater of $250,000 or in the aggregate one and one-half (1.5) times the total payments made by the State to Contractor for the products or services in question in the twelve (12) months immediately preceding the first occurrence of the event giving rise to such liability. 8.1.1 Termination of Contract. The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F.S., made or received by the Contractor in conjunction with the Contract unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT PUBLICRECORDS(&DMS.FL.GOV, (850) 487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE, FLORIDA 32399-0950. Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 9 Data Security. The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department without undue delay. "Security breach" for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post - incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Department acknowledges the Contractor's need to maintain Contractor's ISO 27001 certification or comparable security certifications and clearances. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the Department Customer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in Section L of the Additional Special Contract conditions will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Department acknowledges the Contractor's need to maintain Contractor's ISO 27001 certification or comparable certifications or clearances. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, and the Office of the Auditor General shall also have authority to perform audits and inspections. 13.2 E-Verify. The Contractor and its subcontractors have an obligation to utilize the U.S. Department of Homeland Security's (DHS) E-Verify system for all newly hired employees in accordance with section 448.095, F.S. By executing this Contract, the Contractor certifies that it is registered with, and uses, the E-Verify system for all newly hired employees in accordance with section 448.095, F.S. The Contractor must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. The Contractor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Department's Contract Manager within five days of Contract execution. This section serves as notice to the Contractor regarding the requirements of section 448.095, F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to terminate the Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a public contract for at least one year after the date of such termination. The Department will promptly notify the Contractor and order the immediate termination of the contract between the Contractor and a subcontractor performing work on its behalf for this Contract should the Department have a good faith belief that the subcontractor has knowingly violated section 448.09(1), F.S. O. Special Contract Conditions additions: the following subsection is added to the Special Contract Conditions: 12.3 Document Inspection. In accordance with section 216.1366, F.S., the Department or a state agency is authorized to inspect the: (a) financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) programmatic records, papers, and documents of the Contractor which the Department or state agency determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department or a state agency within 10 Business Days after the request is made. Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) DocuSign Envelope ID: 4430106E-5C4A-4E1E-97DF-67EDDDBEC91D SPECIAL CONTRACT CONDITIONS Exhibit B Table of Contents SECTION 1. DEFINITION...........................................................................................................................2 SECTION 2. CONTRACT TERM AND TERMINATION................................................................................. 2 SECTION 3. PAYMENT AND FEES.............................................................................................................3 SECTION 4. CONTRACT MANAGEMENT..................................................................................................4 SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6 SECTION 6. MISCELLANEOUS..................................................................................................................7 SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9 SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY..............................................................................................................................................10 SECTION 9. DATA SECURITY..................................................................................................................12 SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.......................................................... 13 SECTION 11. CONTRACT MONITORING................................................................................................ 14 SECTION 12. CONTRACT AUDITS...........................................................................................................15 SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16 SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17 In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Special Contract Conditions. SP approved version 7-1-2019 1 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D SECTION 1. DEFINITION. The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.): 1.1 Customer. The agency or eligible user that purchases commodities or contractual services pursuant to the Contract. SECTION 2. CONTRACT TERM AND TERMINATION. 2.1 Initial Term. The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later. 2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S. 2.3 Suspension of Work and Termination. 2.3.1 Suspension of Work. The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. The Contractor will not resume performance of the Contract or purchase order until so authorized by the Department. 2.3.2 Termination for Convenience. The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor. 2.3.3 Termination for Cause. If the performance of the Contractor is not in compliance with the Contract requirements or the Contractor has defaulted, the Department may: (a) immediately terminate the Contract; (b) notify the Contractor of the noncompliance or default, require correction, and specify the date by which the correction must be completed before the Contract is terminated; or (c) take other action deemed appropriate by the Department. SP approved version 7-1-2019 2 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D SECTION 3. PAYMENT AND FEES. 3.1 Pricing. The Contractor will not exceed the pricing set forth in the Contract documents. 3.2 Price Decreases. The following price decrease terms will apply to the Contract: 3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders; 3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing offered under comparable contracts. Comparable contracts are those that are similar in size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must annually submit an affidavit from the Contractor's authorized representative attesting that the Contract complies with this clause. 3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. The Contractor must submit documentation identifying the proposed: (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then -authorized prices. 3.3 Payment Invoicing. The Contractor will be paid upon submission of invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain sufficient detail for an audit and contain the Contract Number and the Contractor's Federal Employer Identification Number. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract's term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor's performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract. 3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing and may be reimbursed only in accordance with section 112.061, F.S. SP approved version 7-1-2019 3 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 3.6 Annual Appropriation. Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 3.8 Taxes. Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law. 3.9 Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment. SECTION 4. CONTRACT MANAGEMENT. 4.1 Composition and Priority. The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter. 4.2 Notices. All notices required under the Contract must be delivered to the designated Contract Manager in a manner identified by the Department. 4.3 Department's Contract Manager. The Department's Contract Manager, who is primarily responsible for the Department's oversight of the Contract, will be identified in a separate writing to the Contractor upon Contract signing in the following format: Department's Contract Manager Name SP approved version 7-1-2019 4 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Department's Name Department's Physical Address Department's Telephone # Department's Email Address If the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract. 4.4 Contractor's Contract Manager. The Contractor's Contract Manager, who is primarily responsible for the Contractor's oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format: Contractor's Contract Manager Name Contractor's Name Contractor's Physical Address Contractor's Telephone # Contractor's Email Address If the Contractor changes its Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract. 4.5 Diversity. 4.5.1 Office of Supplier Diversity. The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority -owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority -owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com. 4.5.2 Diversity Reporting. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Contract. 4.6 RESPECT. Subject to the agency determination provided for in section 413.036, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; SP approved version 7-1-2019 5 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about RESPECT and the commodities or contractual services it offers is available at https://www.respectofflorida.org. 4.7 PRIDE. Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at https://www.pride-enterprises.org. SECTION 5. COMPLIANCE WITH LAWS. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference. 5.2 Dispute Resolution, Governing Law, and Venue. Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives all privileges and rights relating to venue it may have under Chapter 47, F.S., and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department. 5.3 Department of State Registration. SP approved version 7-1-2019 6 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity. 5.4 Suspended, Convicted, and Discriminatory Vendor Lists. In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract. 5.5 Scrutinized Companies - Termination by the Department. The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for the longer of five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State's Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. SECTION 6. MISCELLANEOUS. 6.1 Subcontractors. The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority -owned small businesses. The SP approved version 7-1-2019 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities. 6.2 Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor. 6.3 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract. 6.4 Inspection and Acceptance of Commodities. 6.4.1 Risk of Loss. Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier's bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of lading and damage inspection report. 6.4.2 Rejected Commodities. When a Customer rejects a commodity, Contractor will remove the commodity from the premises within ten (10) calendar days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of such commodities. Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities. 6.5 Safety Standards. Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements. 6.6 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516. SP approved version 7-1-2019 8 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach. 6.8 Waiver. The delay or failure by the Department or the Customer to exercise or enforce any rights under the Contract will not constitute waiver of such rights. 6.9 Modification and Severability. The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid. 6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(5), F.A.C. SECTION 7. LIABILITY AND INSURANCE. 7.1 Workers' Compensation Insurance. The Contractor shall maintain workers' compensation insurance as required under the Florida Workers' Compensation Law or the workers' compensation law of another jurisdiction where applicable. The Contractor must require all subcontractors to similarly provide workers' compensation insurance for all of the latter's employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers' Compensation statutes, the Contractor must provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected. 7.2 General Liability Insurance. The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract. 7.3 Florida Authorized Insurers. SP approved version 7-1-2019 9 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D All insurance shall be with insurers authorized and eligible to transact the applicable line of insurance business in the State of Florida. The Contractor shall provide Certification(s) of Insurance evidencing that all appropriate coverage is in place and showing the Department to be an additional insured. 7.4 Performance Bond. Unless otherwise prohibited by law, the Department may require the Contractor to furnish, without additional cost to the Department, a performance bond or irrevocable letter of credit or other form of security for the satisfactory performance of work hereunder. The Department shall determine the type and amount of security. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney's fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY. 8.1 Public Records. 8.1.1 Termination of Contract. SP approved version 7-1-2019 10 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER. Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 8.2 Protection of Trade Secrets or Otherwise Confidential Information. 8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information. If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be SP approved version 7-1-2019 11 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D responsible for responding to and resolving all claims for access to Contract -related materials it has designated trade secret or otherwise confidential. 8.2.2 Public Records Requests. If the Department receives a public records request for materials designated by the Contractor as trade secret or otherwise confidential under Florida or federal law, the Contractor will be responsible for taking the appropriate legal action in response to the request. If the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential, the Department will provide the materials to the requester. 8.2.3 Indemnification Related to Confidentiality of Materials. The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney's fees arising from or relating to its designation of materials as trade secret or otherwise confidential. 8.3 Document Management. The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract. The Contractor must retain all documents related to the Contract for five (5) years after expiration of the Contract or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at the Department of State's Records Management website. 8.4 Intellectual Property. 8.4.1 Ownership. Unless specifically addressed otherwise in the Contract, the State of Florida shall be the owner of all intellectual property rights to all property created or developed in connection with the Contract. 8.4.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in the course, or as a result, of services in connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made through performance of the Contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Contract. 8.4.3 Copyrightable Works. Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed through performance of the Contract are owned solely by the State of Florida. SECTION 9. DATA SECURITY. SP approved version 7-1-2019 12 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day. "Security breach" for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post -incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. 10.1 Gratuities. The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer's or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee. 10.2 Lobbying. In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term. 10.3 Communications. 10.3.1 Contractor Communication or Disclosure. The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. 10.3.2 Use of Customer Statements. The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor's promotions, press releases, publicity releases, marketing, corporate communications, or other similar communications, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. SP approved version 7-1-2019 13 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D SECTION 11. CONTRACT MONITORING. 11.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. 11.2 Performance Deficiencies and Financial Consequences of Non -Performance. 11.2.1 Proposal of Corrective Action Plan. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time -frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer. 11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies. 11.3 Performance Delay. 11.3.1 Notification. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department's delay. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the DepartmentCustomer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in the Contract documents will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 11.4 Force Majeure, Notice of Delay, and No Damages for Delay. SP approved version 7-1-2019 14 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay, and the delay is due directly to fire, explosion, earthquake, windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly beyond the Contractor's reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State of Florida or to Customers, in which case the Department may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers and the Department with respect to commodities or contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. SECTION 12. CONTRACT AUDITS. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections. SP approved version 7-1-2019 15 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D 12.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained in accordance with section 8.3 of these Special Contract Conditions. Records of costs incurred will include the Contractor's general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, the State of Florida's Chief Financial Officer, or the Office of the Auditor General. SECTION 13. BACKGROUND SCREENING AND SECURITY. 13.1 Background Check. The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor's employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self -report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re -screen any of its employees, agents, representatives, and subcontractors during the term of the Contract. 13.2 E-Verify. The Contractor must use the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E- Verify System, it will do so within five (5) calendar days of notice of Contract award and provide the Contract Manager a copy of its MOU within five (5) calendar days of Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify case number. 13.3 Disqualifying Offenses. If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court's determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related crimes; (b) Information technology crimes; SP approved version 7-1-2019 16 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; 0) Misuse of medical or personnel records; and (k) Felony theft. 13.4 Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information. SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. SP approved version 7-1-2019 17 DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Department of MANAGEM SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO. 2 - Renewal Contract No. 44000000-NASPO-19-ACS Contract Name: Copiers and Managed Print Services This Contract Amendment to Contract No. 44000000-NASPO-19-ACS ("ACS") is made by the State of Florida, Department of Management Services ("Department") and Konica Mintola Business Solutions U.S.A., Inc. ("Contractor"), with its principal place of business located at 1595 Spring Hill Road, Suite 410, Vienna, VA, 22182, collectively referred to herein as the "Parties." WHEREAS, the ACS was entered into by both Parties and became effective on February 25, 2020, to continue through December 31, 2021, for the provision of Copiers and Managed Print Services, pursuant to State of Colorado Master Agreement No. 140597; WHEREAS, the State of Colorado Master Agreement No. 140597 was renewed for one (1) year through December 31, 2022; WHEREAS, the ACS was renewed by Amendment 1 for a period of one (1) year effective January 1, 2022, with a new expiration date of December 31, 2022; WHEREAS, the State of Colorado Master Agreement No. 140597 was renewed through July 31, 2024; WHEREAS, the Parties agreed that the ACS may be amended by written mutual agreement as provided in subsection 6.9, Modification and Severability, of the Special Contract Conditions incorporated into this ACS in Exhibit B; and WHEREAS, the Parties agreed that the ACS may be renewed by written mutual agreement as provided in subsections 3(b), Renewal, of the Participating Addendum and 2.2, Renewal, of the Special Contract Conditions of the ACS. ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents, the Parties agree as follows: I. ACS Renewal. The ACS is hereby renewed for a period of nineteen (19) months effective January 1, 2023, with a new expiration date of July 31, 2024, pursuant to the same terms and conditions, except as amended herein. II. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. III. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. DocuSign Envelope ID: 4430106E-5C4A-4E1 E-97DF-B7EDDDBEC91 D Department of MANAGEM SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO. 2 - Renewal Contract No. 44000000-NASPO-19-ACS Contract Name: Copiers and Managed Print Services IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Department of Management Services By:PDocuSigned by: .J.. 4"J.. Name: Pedro Allende Title: Secretary Date:12/21/2022 1 12:58 PM EST Contractor: Konica Minolta Business Solutions U.S.A., Inc. DocuSigned by: 1 V Sh)A, AU"By: Name: Kristen McKenna Title: Director, Government Contracts Date:12/13/2022 1 10:22 AM EST AGREEMENT No. 2022-164 FOR COPIERS AND MANAGED PRINT SERVICES THIS AGREEMENT, is made and entered into this 13th day of December 2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and KONICA MINOLTA BUSINESS SOLUTIONS USA INC., whose address is: 100 Williams Drive, Ramsey, NJ 070446, (hereinafter referred to as "CONTRACTOR"). WHEREAS, NASPO through the public procurement process awarded an Agreement for, Copiers and Managed Print Services Contract Number 140597; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the NASPO Contract Number 140597; WTTNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish copiers & managed print services as described in the NASPO Contract Number 140597, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall, require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until July 31, 2024 unless terminated or renewed by NASPO. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general BlueInk Bundle ID: 4A6ryg7BFE Piggyback Agreement 2022-164 Copiers and Managed Print Services assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for one (1) additional one (1) year term. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in NASPO Contract Number 140597 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. BlueInk Bundle ID: 4A6ryg7BFE Piggyback Agreement 2022-164 Copiers and Managed Print Services 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain &I-ing the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit 2 BlueInk Bundle ID: 4A6ryg7BFE Piggyback Agreement 2022-164 Copiers and Managed Print Services B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. 3 BlueInk Bundle ID: 4A6ryg7BFE Piggyback Agreement 2022-164 Copiers and Managcd Print Services A. CONTRACTOR: Konica Minolta Attn: Valarie Rock 100 Williams Drive, Ramsey, NJ 070446 A. OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street, Clermont, FL 34711 9. MISCELLANEOUS 9.1. Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 4 BlueInk Bundle ID: 4A6ryg7BFE Piggyback Agrccmcnt 2022-164 Copiers and Managcd Print Services 9.6. Assi ngnment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9.9. Public Records Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. E. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. BlueInk Bundle ID: 4A6ryg7BFE Piggyback Agreement 2022-164 Copiers and Managed Print Services 10. AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in the NASPO Contract Number 140597. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 13th day of December 2022. City of Clermont M Tim Murry, Mayor Attest: 7 // XP we, Tracy Ackroyd Howe, City Clerk N. BlueInk Bundle ID: 4A6ryg7BFE KONICA MINOLTA BUSINESS SOLUTIONS USA INC By: Print Name: Title: Date: (Signature) BlueInk Bundle ID: 4A6ryg7BFE NASPO �ValuePoint NASPO ValuePoint Master Agreement Terms and Conditions For Copiers and Managed Print Services A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration State Purchasing & Contracts Office 1525 Sherman Street, 3' Floor Denver, Co 80203 And Konica Minolta Business Solutions USA Inc. 100 Williams Drive Ramsey, NJ 07446 Master Agreement Number: 140597 Page 1 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS k 140597 TABLE OF CONTENTS 1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW....................................................................... 4 1.1. Parties.............................................................................................................................................................4 1.2. Effective Date................................................................................................................................................. 4 1.3. Master Agreement Order of Precedence......................................................................................................... 4 1.4. Term of this Master Agreement...................................................................................................................... 4 2. DEFINITIONS...................................................................................................................................................... 5 3. NASPO VALUEPOINT PROGRAM PROVISIONS..........................................................................................10 3.1. Price and Rate Guarantee Period...................................................................................................................10 3.2. Participants and Scope...................................................................................................................................11 3.3. Administrative Fees.......................................................................................................................................13 3.4. NASPO ValuePoint Summary and Detailed Usage Reports.........................................................................14 3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review.........................................15 3.6. NASPO ValuePoint eMarket Center.............................................................................................................16 3.7. Right to Publish............................................................................................................................................. is 3.8. Individual Customers.....................................................................................................................................IS 4. STATEMENT OF WORK...................................................................................................................................18 4.1. Overview.......................................................................................................................................................18 4.2. Authorized Dealers........................................................................................................................................19 4.3. Product Offerings..........................................................................................................................................20 4A. Service Offerings...........................................................................................................................................25 4.5. Purchase. Lease, and Rental Programs...........................................................................».............................33 4.6. Security Requirements...................................................................................................................................38 4.7. Equipment Demonstration Requirements......................................................................................................39 4.8. Shipping and Delivery Requirements............................................................................................................40 4.9. Equipment installation Requirements............................................................................................................41 4.10. Inspection and Acceptance............................................................................................................................41 4.11. Warranty Requirements.................................................................................................................................43 4.12. Customer Service..........................................................................................................................................44 5. ADMINISTRATION OF ORDERS.....................................................................................................................44 5.1. Ordering and Invoicing Specifications..........................................................................................................44 5.2. Payment.........................................................................................................................................................47 6. GENERAL PROVISIONS...................................................................................................................................47 6.1. Insurance.......................................................................................................................................................47 6.2. Records Administration and Audit................................................................................................................48 6.3. Confidentiality, Non -Disclosure, and Injunctive Relief................................................................................49 6.4. License of Pre -Existing Intellectual Property................................................................................................50 6.5. Public Information.........................................................................................................................................50 6.6. Assignment/Subcontracts ..............................................................................................................................50 6.7. Changes in Contractor Representation ........................................ »................................................................ 50 6.8. Independent Contractor.................................................................................................................................50 Pop 2 of 94 Coplem a Managed P*4 SerAm - RFP-NP-18-001, WSPO VaknPok+t Mather AgnWneM Tenn and CwWkk ne. CMS 6 140M 6.9. Force Majeure................................................................................................................................................51 6.10. Defaults and Remedies..................................................................................................................................51 6.11. Waiver of Breach...........................................................................................................................................52 6.12. Debarment.....................................................................................................................................................52 6.13. Indemnification............................................................................................................................................52 6.14. No Waiver of Sovereign Immunity...............................................................................................................53 6.15. Governing Law and Venue............................................................................................................................53 6.16. Assignment of Antitrust Rights.....................................................................................................................53 6.17. Contract Provisions for Orders Utilizing Federal Funds...............................................................................53 EXHIBITA. PRICE LISTS.........................................................................................................................................56 EXHIBIT B. SAMPLE D&A CERTIRCATE............................................................................................................57 EXHIBIT C. AUTHORIZED DEALERS BY STATE...............................................................................................59 EXHIBIT D, AUTHORIZED DEALER FORM........................................................................................................59 EXHIBIT E. NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE..........................................60 ATTACHMENT A. KONICA MASTER PREMIER ADVANTAGE AGREEMENT..............................................61 ATTACHMENT B, KONICA MASTER PREMIER ADVANTAGE SCHEDULE..................................................63 ATTACHMENT C. KONICA MASTER PREMIER LEASE AGREEMENT...........................................................64 ATTACHMENT D. KONICA MASTER PREMIER LEASE SCHEDULE..............................................................66 ATTACHMENT E, KONICA STANDARD MAINTENANCE TERMS AND CONDITIONS — SCHEDULE A...67 ATTACHMENT F, KONICA SAMPLE MPS STATEMENT OF WORK................................................................71 ATTACHMENT G. KONICA CUSTOMER EXPECTATION GUIDE SOLUTIONS SUPPORT ...........................80 ATTACHMENT H, KONICA HARD DRIVE DISPOSAL OPTIONS.....................................................................84 ATTACHMENT 1, KONICA MFP HARD DRIVE SECURE DISPOSAL TERMS AND CONDITIONS...............87 ATTACHMENT), KONICA SITE AGREEMENT...................................................................................................89 ATTACHMENT K, SOFTWARE END USER LICENSE AGREEMENTS.............................................................94 Page 3 of 94 Copiers & Managed Print Services - RFP-NP-16-001, NASPO ValuePoint Master Agreement Terns and Conditions, CMS M 140597 1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW I.I. 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 Konica Minolta Business Solutions USA Inc. (hereinafter called "Contractor"), for the procurement of A3 MFD's, A4 MFD's, Production Equipment, Single -function Printers, Large/Wide Format Equipment, Scanners, Software, Supplies, Managed Print Services, and other Products and Services as approved per this Master Agreement, for the benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and the Lead State hereby agree to the following terms and conditions. 1.2. Effective Date This Master Agreement shall not be effective or enforceable until the date on which it is approved and signed (hereinafter called the "Effective Date'? by the Colorado State Controller or designee. 1.3. Master Agreement Order of Precedence 1.3.1. Any Order placed under this Master Agreement shall consist of the following documents: a) A Participating Entity's Participating Addendum ("PA"); b) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits; c) An Order issued against this Master Agreement; d) The Solicitation, RFP-NP-18-001 Copiers and Managed Print Services; e) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and f) Contractor Supplemental Documents, including all Attachments. 1.3.2. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and shall be incorporated into this Master Agreement. 1.4. Term of this Master Agreement 1.4.1. Initial Term -Work Commencement, The Parties' respective performances under this Master Agreement shall commence on the Effective Date or August 1, 2019, whichever occurs later. This Master Agreement shall terminate on December 31, 2021, unless terminated sooner, as specified in §6.10, Defaults and Remedies, or extended further as specified in §1.4.2 below. 1.4.2. Extension of Agreement. This Master Agreement may be extended beyond the original Contract period for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of this Master Agreement, including any extensions, shall not exceed five (5) years. 1.4.3. Amendments. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 1.4.4. Cancellation. This Master Agreement may be canceled by either party upon sixty (60) days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights Page 4 of 94 Copiers 8 Managed Print Services - Ai=P.NP-18-001, NASPO ValuePoint Master Agreement Terris and Conditions, CMS N 140597 of payment for Products delivered and accepted, and rights attending any warranty or default in performance in association with any Order. Cancellation of this Master Agreement due to Contractor default may be immediate. 2. DEFINITIONS The following terms shall be construed and interpreted as follows: Term Description A3 MFD A Multi -function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes. A Multi -function Device which is designed to handle letter, legal and some A4 MFD smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device. A written notice from a Purchasing Entity to Contractor advising Contractor that the Product has passed its Acceptance Testing. Acceptance of a Product for Acceptance 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. Acceptance Testing The process set forth in this Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. Accessory A compatible item that is added to the Base Unit to enhance its capabilities and functions. The Contractor's authorized sales and Service center (also known as a Dealer, or Partner) that must be certified by the Contractor to sell the Contractor's Authorized Dealer ("Dealer") Products, and perform machine installation and maintenance on Devices offered by the Contractor. A Purchasing Entity must be able to, at a minimum, visit the sales and Service center to view and test Equipment. The number of Business Hours per calendar month that the Equipment is on -site, Availability Hours operating according to specifications, and fully available for use by the Purchasing Entity. The copier, printer, Scanner, Large/Wide Format and Production Equipment that Base Unit includes all standard Accessories and parts, and excludes optional Accessories and/or software. A rate that is derived by taking the b&w and color cost per click rates on one or Blended Rate more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run. Bronze Standard Devices which meet less than 50% of the 28 optional EPEAT criteria. Business Day Any day other than Saturday, Sunday or a legal holiday. Business Hour Between 8:00am and 5:00pm (local time), Monday through Friday, excluding Contractor holidays. The early termination option on an FMV or $1 Buyout Lease that involves the Buyout to Keep acquisition of the Equipment by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Equipment Payments. Page 5 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValusPoint Master Agreement Terms and Conclitions, CMS * 140597 The early termination option on an FMV, $1 Buyout or Straight Lease that involves the return of the Equipment by the Purchasing Entity to Contractor, in Buyout to Return good working condition (ordinary wear and tear excepted), and consists of any current and past due amounts, plus the remaining stream of Equipment Payments. An agreement that is cancellable upon the Purchasing Entity providing the Cancellable Rental Contractor with a thirty (30) day written notice, and is subject to a maximum penalty of up to three (3) months of Total Monthly Payments. Equipment ownership is not an option. Ceiling Pricing Pricing that is established as a "not -to -exceed" amount; the maximum price Contractor may charge for Products, Services, and Supplies. Cltief Procurement Officer The individual who has the authority to supervise and approve the procurement of all Products and Services needed by the Lead State or a Participating State. Contractor The person or entity delivering Products or performing Services under the terms and conditions set forth in this Master Agreement. Two or more leases or rentals that end at the same time. The original lease or Coterminous rental payment is modified to reflect the addition of a new piece of Equipment or Accessory. The original term of the lease or rental is not modified as a result of a Coterminous addition. Device Also referred to as "Equipment." The Base Unit, either with or without optional Accessories and/or software. Materials which are easily identified, measured, and charged to the cost of Direct Material production; part of the finished Product. Examples include timber for furniture and leather for shoes. Electronic Product tool which evaluates and selects Equipment according to a list of preferred Environmental Assessment environmental environmental attributes. EPEAT registered means Devices meet the 1680.2 Tool (EPEAT) IEEE Standard for Environmental Assessment of Imaging Equipment, as amended. Embedded Softivare One or more software applications which permanently reside on a computing Device. Energy Star The U.S. Environmental Protection Agency's standard for energy efficiency. Equipment Also referred to as "Device." The Base Unit, either with or without optional Accessories and/or software. The number of Business Hours in any calendar month during which a Device is inoperable during the month and such inoperability is not due to misuse, fire, or using the Device in a manner other than its intended uses. Downtime is calculated from the point in time when Contractor receives the Service request Equipment Downtime for Equipment that cannot perform its functions, until such time as the ("Downtime") Equipment is operating per Contractor specifications. Downtime includes Equipment -repair time and response time when the Device is inoperative. Downtime excludes Preventive Maintenance, Equipment move time, time consumed in producing usable copies, or maintenance Service rendered due to user misuse, or for non-payment. C I Equipment Payment The Equipment portion of the payment, less any Service, Supplies, and maintenance. Page 6 of 94 Copiers 8 Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS 0 140597 An agreed upon transaction between the Purchasing Entity and Contractor, in Equipment Trade -In which Contractor takes ownership of Purchasing Entity's owned Device, often for a discounted amount. A replacement of the Purchasing Entity's existing lease or rental Equipment, Equipment Upgrade or With a different piece of Equipment, of either greater or lesser value. A new Downgrade lease or rental is then originated for the new piece of Equipment, with the remaining lease or rental payments on the old Equipment wrapped into it. The old lease or rental is closed out, and the Equipment is returned to Contractor. Free on Board (FOB) Contractor is responsible for transportation and handling charges and the sale Destination does not occur until the Products arrive at the Purchasing Entity's specified location. The Device classification for the different types of Equipment in this Master Group Agreement. Groups are determined by the Devices primary functions and/or capabilities. A natural person, business, or corporation that provides Products or Services to Independent Contractor another entity under the terms specified in a contract. An employer -employee relationship does not exist. Initial Lease or Rental Term The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) that a Purchasing Entity enters into a Iease or rental agreement. Any and all patents, copyrights, service marks, trademarks, trade secrets, trade Intellectual Property names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Large/Wide Format Equipment A Device that prints on a large paper via a variety of output options. Lead State The State that is centrally administering this Master Agreement. Per the Governmental Accounting Standards Board (GASB), a lease is defined as a contract that conveys control of the right to use another entity's nonfinancial asset (the underlying asset) as specified in the contract for a period of time in an exchange or exchange -like transaction. For the purposes of this Master Agreement, a Lease shall contain the following options: 1. Straight Lease: A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Lease Initial Term. 2. Fair Market Value Lease (FMV): A lease in which the Purchasing Entity can either 1) Take title to the Equipment at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Equipment, or 3) Return the Equipment to Contractor at the end of the Initial Lease Term. 3. $1 Buyout Lease: A lease in which title to the Equipment will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. Legacy Equipment Equipment that was purchased, leased, or rented under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via anv other Page 7 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS M 140597 means. Maintenance Agreement An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented Devices. The management, Service, and support of the Purchasing Entity's entire Managed Print Services enterprise and output infrastructure of printed materials, with the objective of (MPS) creating a solution that improves the print process and reduces the expense of printed material. Manufacturer A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Product. Also referred to as Contractor. Manufacturer's Suggested The list price or recommended retail price of a Product in which the Retail Price (MSRP) Manufacturer recommends that the retailer sell the Product. Also referred to as "Contract"; the underlying agreement executed by and Master Agreement between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. A Device which incorporates the functionality of multiple Devices into one, Maki -Junction Device (MFD) such as print, fax, copy and scan. Each feature can work independently of the other. The NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a 501(c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials NASPO ValuePoint (NASPO). NASPO ValuePoint is identified in this Master Agreement as the recipient of reports and may perform Contract administration functions relating to collecting and receiving reports as well as other Contract administration functions as assigned by the Lead State. Devices that have not been Refurbished, Remanufactured, rented, leased, sold, Newly Manufactured or used in a demonstration, and are currently being marketed by the Manufacturer. Normal Business Hours 8:00 a.m. to 5:00 p.m., Monday through Friday (state holidays excluded), regardless of time zone. NSP items are items that enhance or compliment the Contractor's Product, and may be acquired by a Purchasing Entity under Contractor's Master Agreement, Not Specifically Priced (NSP) but are not listed or priced in Contractor's NASPO ValuePoint Price List. NSP's may include Coin Op equipment, empowering software, etc. NSP items do not include Services. OEM Original Equipment Manufacturer. Any type of encumbrance document or commitment voucher, including, but not Order limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement, lease agreement, rental agreement etc.) A bilateral agreement executed by a Contractor and a Participating State or Participating Addendum Entity incorporating this Master Agreement and any other additional Participating State or Entity specific language or other requirements (e.g. ordering procedures, other terms and conditions). Participating Entity A government entity within a state, or an eligible Non -Profit association, that is properly authorized to enter into a Participating Addendum. Page 8 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 A state, which encompasses all government entities within that state, or the Participating State District of Columbia, or one of the territories of the United States, that enters into a Participating Addendum. 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. The servicing of a Device for the purpose of maintaining a satisfactory operating Preventative Maintenance condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects. Private Label Products that are manufactured by one company and sold under a retailer's brand name. Product Devices, Accessories, parts, software, and/or Supplies provided or created by the Contractor pursuant to this Master Agreement. Production Equipment A high-speed, high -quality printing Device that typically has advanced finishing functionality. All books and Public Records of a governmental entity, the contents of which Public Record are not otherwise declared by law to be confidential must be open to inspection by any person and may be fully copied or an abstract or memorandum may be prepared from those public books and Public Records. A city, county, district, institution of higher education, and some non -profits Purchasing Entity who issue an Order against this Master Agreement via their Participating State or Entity's Participating Addendum. A Product which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal Refurbished course of use. Refurbished Equipment shall not have more than 750,000 original copies on it. In addition, Refurbished Equipment must only contain OEM parts. Refurbished Equipment must be certified by the Manufacturer. The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or replacing it Remanufactured in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device. Remanufactured Equipment must be certified by the Manufacturer. A lease term that supersedes the Initial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor. Renewal Term Each Renewal Term shall not exceed 12 months, the residual value of the Equipment, or the Useful Life of the Equipment. $ l Buyout Leases are excluded from going into renewal. Resell Any payment in exchange for transfer of tangible Products, or assignment of the right to Services. The time from when the original Service Call is placed with the Contractor or Response 77me Authorized Dealer, to when the Service technician arrives at the Purchasing Entity's location. Scanner A Device that scans documents and converts them into digital data. Segment The various speeds that Devices are categorized by. Page 9 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS 1140597 Service Base Location The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians. Service Call An on -site Service technician visit due to Device error or malfunction. Services The labor required to be performed by Contractor pursuant to this Master Agreement or an Order. Single function Printer An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning. Solicitation A written offer or attempt to purchase Products and/or Services through an official Proposal, Evaluation, and Award process. Documents include, but are not limited to, lease agreements, rental agreements, Supplemental Documents Maintenance Agreements, and software or click -wrap agreements that are pertinent to the Products being offered. Supplies Consumable items that gets used up or are discarded once used, such as ink cartridges. Third Parity Someone who may be indirectly involved but is not a principal party to an arrangement, contract, deal, lawsuit or transaction. Total Monthly Payment The Equipment portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes. Useful Life Period during which a Device is expected to be usable for the purpose in which it was manufactured. 3. NASPO VALUEPOINT PROGRAM PROVISIONS 3.1. Price and Rate Guarantee Period 3.1.1. The Price List(s) in Exhibit A (Price Lists), identifies a complete listing of all Products and Services the Contractor can provide under this Master Agreement, with the exception of NSP items. 3.1.2. MSRP/List Price discount percentages must be guaranteed throughout the term of this Master Agreement, including any renewal terms; however, Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Group Price List(s). 3.1.3. MSRP/List Price shall remain firm during the first twelve (12) months of the Master Agreement. After this period, Awarded Vendors may update their MSRP/List Price on a quarterly basis, according to the following guidelines: a) All requested price increases must include documentation from Direct Material suppliers detailing cost escalations, and Awarded Vendors must describe how those escalations impact current Product offerings. b) With the exception of Direct Material cost increases, no price increase requests will be allowed. c) Updated Price Lists must be submitted to the Lead State by the 1st day of each quarter. d) Pricing will not go into effect unless, or until, it is approved by the Lead State. Page 10 of 94 Copiers 3 Managed Print Services - AFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 3.1.4. The Master Agreement pricing IS Ceiling Pricing. Contractor may offer lower pricing on a per Order basis to Purchasing Entity's; likewise, Purchasing Entity's may request lower pricing on a per Order basis from Contractor. 3.1.5. Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity Contract Administrator of special state-wide promotional discounts. 3.1.6. Any revisions to Product offerings (new Products, altered item or model numbers, etc.) must be pre -approved by the Lead State, and will be allowed once per month. 3.1.7. Product updates are required by the I st of the month and shall go into effect upon approval by the Lead State. 3.1.8. Any Product additions must be updated with Buyer's Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requirement will result in the Product(s) being removed from the Master Agreement Price List(s) until such time as they can be verified on Buyer's Lab. 3.1.9. Updates to lease and rental rates must be submitted by the Ist day of each quarter. 3.1.10. Price Lists received after the I st of the month may not be approved for up to thirty (30) days following submission. In addition, errors in the Contractor's Price Lists may delay the approval process further. 3.1.11. All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. 3.1.12. All-inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing. Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in this Master Agreement. 3.1.13. Pricing must include all standard shipping, delivery, and installation costs associated with the Products. Excess installation charges or expedited shipping however, may be billable. Refer to §4.9.5 for more information. 3.2. Participants and Scope 3.2.1. Contractor may not deliver Products or perform Services under this Master Agreement until a Participating Addendum acceptable to the Participating State or Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating State or Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating State or Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. Order) used by the Purchasing Entity to place the Order. Page 11 of 94 Copiers & Managed Print Services - RFP-NP-18-001. NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 3.2.2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating States or Entities authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Officer. 3.2.3. Obligations under this Master Agreement are limited to those Participating States and Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States and Entities are limited to the Orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases. 3.2.4. Participating States and Entities may, through a Participating Addendum, limit: a) Available financial vehicles; b) Device Groups, Segments, Products, Services (including MPS); and c) Any additional items as deemed necessary by the Participating State or Entity. 3.2.5. A Participating State or Entity must sign a new Participating Addendum with Contractor, regardless of whether Contractor has signed Participating Addenda under a prior Master Agreement(s). 3.2.6. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to this Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO ValuePoint cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. 3.2.7. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor, and any such language shall be void and of no effect: a) Term of this Master Agreement; b) Amendments; c) Participants and Scope; d) Administrative Fee; e) NASPO ValuePoint Summary and Detailed Usage Reports; () NASPO ValuePoint Cooperative Program Marketing and Performance Review; g) NASPO ValuePoint eMarket Center; h) Right to Publish; i) Price and Rate Guarantee Period; and j) Individual customers. 3.2.8. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Officer of the state where the Participating Entity is located. Any permission to participate through Page 12 of 94 Copiers & Managed Print Services • RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3.2.9. Purchasing Entities may not Resell Products. This limitation does not prohibit the following; however, any sale or transfer must be consistent with license rights granted for use of Intellectual Property: a) Payments by employees of a Purchasing Entity for Products; b) Sales of Products to the general public as surplus property; and c) Fees associated with inventory transactions with other governmental or non-profit entities, and consistent with a Purchasing Entity's laws and regulations. 3.3. Administrative Fees 3.3.1. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent (0.25% or0.0025) no later than sixty (60) days following the end of each calendar quarter. 3.3.2. The NASPO ValuePoint Administrative Fee is not negotiable. 3.3.3. The Contractor shall report on all actual Equipment sales, and on estimated Service and Supply sales. This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month. 3.3.4. Industry research has shown close to a 1:1 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 shall report as follows: a) Purchased Equipment: Contractor shall report the actual amount invoiced (less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Estimated Service and Supplies" providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor's Detailed Sales Report, for each item sold, there will be two-line items: one for the piece of Equipment, and one for the Estimated Service and Supplies. The amounts reflected for the Estimated Service and Supplies must be equal to the amount of the Equipment. b) Lease and Rental Equipment: Contractor shall report sales according to the Purchased Equipment methodology described in $3.3.4(a), or they may report the actual amount invoiced (less any taxes) for the lease or rental during the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Estimated Service and Supplies." Thus, in the Contractor's Detailed Sales Report, for each item leased or rented, there will be two-line items: one for the invoice amount to the customer for the Equipment, and one for the Estimated Service and Supplies. The amounts reflected for the Estimated Service and Supplies must be equal to the amount of the invoiced Equipment. 3.35. Some Participating States may require a fee be paid directly to the Participating State on sales made by Purchasing Entities within that state. For all such requests, the fee level, payment method, and schedule for such reports and payments will be incorporated into the Participating Addendum. The Contractor may adjust this Master Agreement pricing accordingly for sales made by Purchasing Entities within the jurisdiction of the Participating State requesting the additional fee. Page 13 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 3A. NASPO ValuePoint Summary and Detailed Usage Reports The Contractor shall provide the following NASPO ValuePoint reports: 3.4.1. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.nasl2o.orvlWNCPO/Calculator.asf)x. Any/all sales made under the Contract shall be reported as cumulative totals by state, which are inclusive of all line items identified in the Detailed Sales Report. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). 3A.2. Detailed Sales Report. Contractor shall also report detailed sales data by: a) State; b) Customer Type (e.g. local government, higher education, K-12, non-profit); c) Customer bill -to name and address; d) Contractor or Authorized Dealer Order number; e) Customer purchase order number; f) Customer number; g) Order type (e.g. sales Order, credit, return, upgrade); h) Purchase order date; i) Ship date; j) Invoice date and number; k) Product number and description 1) List Price/MSRP; m) Contract Price; n) Quantity; o) Total Price; p) NASPO ValuePoint Admin Fee amount; and q) Dealer. 3.4.3. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM or flash drive. Detailed sales reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is shown in Exhibit E (NASPO ValuePoint Detailed Sales Reporting Template). 3.4.4. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. 3.45. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with, and any PA roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. Page 14 of 94 Copiers 8 Managed Print Services - RFP•NP-18-001, NASPO ValuePaint Master Agreement Terms and Condfdons, CMS 0 140597 3.4.6. Timely submission of these reports is a material requirement of this Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review 3.5.1. Contractor agrees to work cooperatively with NASPO ValuePoint personnel to ensure that Contractor's personnel will be educated regarding the provisions of this Master Agreement, as well as the competitive nature of NASPO ValuePoint procurements, the Participating Addendum process, and the manner in which Participating Entities can utilize this Master Agreement. 3.5.2. Contractor agrees, as Participating Addenda are executed, and if requested by NASPO ValuePoint personnel, to provide plans to launch this Master Agreement program within the Participating State. Plans will include timeframes to implement this Master Agreement and Participating Addendum, as well as confirmation that the Contractor's website has been updated to properly reflect the contract offer as available in the Participating State. 3.5.3. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the Participating Addendum. Contractor shall ensure that their sales force is aware of this contracting option. 3.5.4. Contractor agrees to fairly, actively, and equally promote and advertise their NASPO VaIuePoint Master Agreement at all trade shows and Dealer meetings whereby Contractor displays or makes reference to their government contract award offerings. 35.5. Contractor agrees, within 30 days of this Master Agreement effective date, to notify the Lead State and NASPO ValuePoint of any contractual most -favored customer provisions in third -party contracts or agreements that may affect the promotion of this Master Agreement, or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. 3.5.6. Contractor agrees to participate in person at an annual performance review, which may include a discussion of marketing action plans, target strategies, marketing materials, reporting, and timeliness of administration fee payments. The location of the performance review shall be determined by the Lead State and NASPO ValuePoint. 3.5.7. Contractor agrees that the NASPO ValuePoint Iogos may not be used by Contractor in sales and marketing materials until a logo -use agreement is executed with NASPO ValuePoint. 3.5.8. The Lead State shall evaluate the utilization of this Master Agreement at the annual performance review. The Lead State may, in its discretion, cancel this Master Agreement pursuant to §1.4, or not exercise an option to renew, when Contractor utilization does not warrant further administration of this Master Agreement. The Lead State may exercise its right to not renew this Master Agreement if Contractor fails to record or report revenue for three consecutive quarters, upon a 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under - utilization will not occur sooner than two (2) years after execution of this Muster Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel this Master Agreement pursuant to §1.4.4 or to terminate for default pursuant to §6.10. Page 15 of 94 Copiers 8 Managed Print Services - RFP-NP-18.001. NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 3.6. NASPO ValuePoint eMarket Center 3.6.1. In July 2011, NASPO ValuePoint entered into a multi -year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint customers to access a central online website to view and/or shop the Products and Services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. 3.6.2. The Contractor shall have visibility in the eMarket Center through one of the following no -cost options: a) Ordering Instructions i. The Contractor shall provide a link to their website, their Price list, their Dealer list, and any additional information they would like the customer to have in regards to placing Orders. ii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have thirty (30) days to provide NASPO ValuePoint with the Ordering Instructions. b) Hosted Catalog i. The Contractor shall provide a list of its awarded Products and Services pricing via an electronic data file, in a format acceptable to JAGGAER. ii. In order to maintain the most up-to-date version of its Product offerings, the Contractor must submit electronic data to the eMarket Center no more than four (4) times per calendar year. iii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have fifteen (15) days to set up an enablement schedule with NASPO ValuePoint and JAGGAER. The schedule shall include future calls and milestone timefmmes related to testing and go -live dates. iv. The Contractor shall have ninety (90) days from the receipt of written request, to provide the Hosted Catalog to NASPO ValuePoint. v. The Hosted Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts. vi. The catalog must include a Lead State Contract identification number and detailed Product line item descriptions. vii. The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although Suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example, the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing, or a Participating State or Entity has determined that they will not allow all awarded Products and Services under their Participating Addendum. SciQuest will deliver the appropriate contract files to the user viewing the catalog. c) Punch -Out Catalog i. The Contractor shall provide its own online catalog, which must be capable of being integrated with the eMarket Center via Commerce eXtensible Markup Language (cXML). Page 16 of 94 Copiers 8 Managed Print Services - RFP•NP-18-001, NASPO ValuePoint Master Agreement Terris and Conditions. CMS ✓; 140597 ii. The Contractor shall validate that its online catalog is current by providing a written update to the Lead State every four (4) months, verifying that they have audited the offered Products and Services pricing. iii. The Contractor shall have ninety (90) days from the receipt of the written request, to deliver the Punch -Out Catalog to NASPO ValuePoint. iv. The Punch -Out Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts. v. The catalog must include a Lead State Contract identification number and detailed Product line item descriptions. vi. The site must also return detailed UNSPSC codes for each line item. vil. Contractor shall provide a -Quote functionality to facilitate volume discounts. viii.The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. It is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating State or Entities if for example, the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing, or a Participating State or Entity has determined that they will not allow all awarded Products and Services under their Participating Addendum. JAGGAER will deliver the appropriate contract files to the user viewing the catalog. 3.6-3. Revising Pricing and Products a) Any revisions to Product offerings (new Products, altered SKU's, etc.) must be pre -approved by the Lead State, and will be allowed once per month. b) Updated Product files are required by the I` of the month and shall go into effect upon approval by the Lead State. i. Files received after the 1 st of the month may not be approved for up to thirty (30) days following submission. ii. Errors in the Contractor's submitted files may delay the approval process. 3.6.4. Supplier Network Requirements for Hosted and Punch -Out Catalogs a) Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use the JAGGAER's Supplier Portal to import the Contractor's catalog and pricing files into the JAGGAER system. b) Contractor can receive Orders through electronic delivery (cXML) or through Iow-tech options such as fax. c) More information about the SQSN can be found at www.sciquest.com, or by contacting the JAGGAER Supplier Network Services team at 800-233-1121. 3.6.5. Order Acceptance Requirements for Hosted and Punch -Out Catalogs a) Contractor must be able to accept Orders via fax or cXML. b) The Contractor shall provide confirmation via phone or email within 24 hours of Order receipt. c) If the Order is received after 3pm (EST) on the day prior to a weekend or holiday, the Contractor must provide confirmation via phone or email on the next business day. Page 17 of 94 Coplers & Managed Print Services - RFP•NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS p 140597 3.6.6, UNSPSC Requirements a) Contractor shall support use of the United National Standard Product and Services Code (UNSPSC). UNSPSC versions that Contractors must adhere to are provided by JAGGAER and upgraded each year. b) NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC, and Contractor shall be required to support the migration effort. c) All line items for Products and Services provided under this Master Agreement must be associated to a UNSPSC code. d) All line items must be identified at the most detailed UNSPSC level, indicated by segment, family, class, and commodity. 3.6.7. Applicability. Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center, and that NASPO ValuePoint may elect at any time to remove any Contractor offerings from the eMarket Center. 3.6.8. Several NASPO ValuePoint Participating States and Entities currently maintain separate JAGGAER eMarket Place accounts. In the event that one of these Participating States or Entities elects to use this NASPO ValuePoint Master Agreement (available through the eMarket Center), but publish the information to their own eMarket Place, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint, and agrees to take commercially reasonable efforts to implement such separate JAGGAER catalogs. 3.7. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State, prior approval for the release of any information, including any written correspondence, which pertains to the potential work or activities covered by this Master Agreement. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the Products and Services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of this Master Agreement for cause. 3.8. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of this Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in this Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in this Master Agreement and applicable Participating Addendum. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 4. STATEMENT OF WORK 4.1. Overview 4.1.1. Contractor guarantees a continuing supply and consistent quality of Equipment, Accessories, software, Supplies, and Services offered. 4.1.2. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in §4.3.8. 4.1.3. Contractor shall maintain compliance with all requirements of this Master Agreement throughout the duration of the Contract. Page 18 of 94 Copiers 8 Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 4.1.4. A Purchasing Entity that purchases, leases or rents Equipment may issue an Order, pursuant to the terms and conditions that are incorporated into this Master Agreement, and according to the requirements listed in their states' Participating Addendum, including, but not limited to, the issuance of Contractor's Supplemental Documents, which are attached as Attachment A through Attachment K. Each Participating State or Entity shall be responsible for negotiating the terms and conditions of each of the aforementioned Attachments. 4.1.5. Per Section 508 of the United States Workforce Rehabilitation Act of 1973, Contractor shall provide, subject to change, Devices under Groups A, B, C, D and F which are accessible to people with disabilities. 4.1.6. MPS: a) Contractor may provide MPS on Group A, Group B, Group C, Group D, Group E, and Group F. b) Contractor may not provide MPS maintenance or repair Services on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless they have a written agreement with the Manufacturer to do so. 4.1.7. Survivability: a) Any Order placed under this Master Agreement shall survive the expiration of this Master Agreement unless otherwise specified in a Participating Addendum. b) Contractor is not permitted to increase pricing on any Order that was placed prior to the expiration of this Master Agreement. 4,1.8. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues. 4.2. Authorized Dealers 4.2.1. Contractor may engage Authorized Dealers, who shall be Contractor's agent and Subcontractor for providing sales and support for the Products and/or Services purchased by the Purchasing Entity under this Master Agreement. 4.2.2. In the event Contractor elects to use Authorized Dealers in the performance of the specifications, Contractor shall serve as the primary Contractor, and shall be fully accountable to the Lead State for assuring that the Authorized Dealers comply with the terms and conditions of this Master Agreement, and shall be liable in the event that Authorized Dealers fail to comply with such terms and conditions. 4.2.3. Authorized Dealers shall be expected to stay current with Contractor's Products, pricing, Master Agreement, and Participating Addendum requirements. 4.2.4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly. 4.2.5. Contractor must disclose to the Lead State, a list of all Authorized Dealers that provide Products and/or Services, utilizing Exhibit C (Authorized Dealers by State). 4.2.6. Contractor shall send notice to the Lead State, utilizing Exhibit D (Authorized Dealer Form) and the Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer. Page 19 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 4.2.7. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached. In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. 4.2.8. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with this Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to either remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance. Alternatively, the Contractor may investigate and consult with the Participating State and/or the Purchasing Entity as appropriate, and use commercially reasonable efforts to resolve the dispute. 4.2.9. Dealers shall be expected to stay current with Contractor Products, Services, pricing and Master Agreement requirements. 4.3. Product Offerings 4.3.1. Group Segments. Contractor shall offer Products under the following Groups: Group A- MFD, A3 B&W only; Color and B&W Segment PPM 2 20 - 30 3 31 - 40 4 41 - 50 5 51 - 60 6 61 - 70 7 71 - 90 Group B - MFD, A4 B&W only; Color and B&W Segment PPM 1 Up to 20 2 21 - 30 3 31 - 40 4 41 - 50 5 51 - 60 11 6 61+ Group C -- Production Equipment B&W only; Color and B&W Segment PPM 1 65 - 79 2 80 - 89 3 90-110 4 111 -130 5 131+ Page 20 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS 0 140597 Group D — Single -function Printers B&W only; Color and B&W Segment PPM 1 Up to 20 2 21 — 40 3 41 — 60 4 61+ Group E — Large/Wide Format Equipment B&W only; Color and B&W Segment Al or D Size PPM* Low 1-3 Medium Low 4-8 Medium High 9 —19 High 20+ --zpeeas aenoma above are aasea on naw output Group F - Scanners Segment PPM 1 10-29 .2 30 — 49 3 50 — 69 4 70-89 5 90-110 6 111 —130 7 131+ 4.3.2. Device Configurations. Contractor's Devices shall be equipped, at a minimum, with the following Accessories/capabilities: a) Group A — MFD, A3 i) New Power Filter; ii) Duplex for Segment 3 and above; iii) Standard paper drawer(s) equal to or greater than: 1) One (1) paper supply for Segment 2; 2) Two (2) paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11" x 17"; and v) Bypass paper supply, if applicable for Segment. b) Group B — MFD, A4 i) New Power Filter; ii) Bypass paper supply; iii) Standard paper drawer(s) equal to or greater than: Page 21 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Tema and Conditions, CMS N 140597 1) One (1) paper supply for Segments 1 and 2; 2) Two (2) paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 8 W' x I4"; and v) Envelope adjustment capability. c) Group C — Production Equipment i) New Power Filter, ii) Bypass paper supply; iii) Standard paper drawer(s) equal to or greater than: 1) One (1) paper supply for Segments I and 2; 2) Two (2) paper drawers for Segments 3 and 4; and/or 3) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 8 1/2" x 14"; and v) Envelope adjustment capability. d) Group D — Single -function Printers I) Must include an inkjet, light emitting diode (LED), or laser print engine; ii) Standard paper drawer(s); iii) Standard paper capacity; and iv) Network connectivity. e) Group E — Large/Wide Format Equipment i) Hard -Disk drive; ii) Network connectivity; iii) Touch screen control panel; and iv) Automatic Media Selection — a built -on sensor detects the size of the original and the proper media size is then selected. 0 Group F — Scanners i) Charge -Coupled Device (CCD) or Contact Image Sensor (CIS); ii) Automatic Document Feeder (ADF)-, iii) Letter or legal paper size capacity; iv) Color depth of at least 24 bytes; and v) Single pass duplex scan. 4.33. Device Standards. Devices shall meet the following requirements: a) Group A and Group B Base Units are OEM only; b) Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List; c) Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List; Page 22 of 94 Copiers & Managed Print Services - AFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 d) If Contractor's Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant (applicable to Group D Devices only) within one (1) year, then they will be removed from the Price List; e) Must be Newly Manufactured or current, except as specified in a Participating Addendum; f) Devices, when installed, and if available, must be set-up to receive automatic software updates and patches. For new software versions or upgrades that carry an additional cost, updates will not be done automatically; rather, Contractor or their Authorized Dealer will inform the Purchasing Entity of the new version and assist them in their decision to upgrade based on needed functionality and compatibility with their existing Equipment. g) Specifications must be published on Contractor's website; h) MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer's website; i) Must maintain a PPM speed, according to Segment classification; and j) Must be compatible with using recycled paper, up to and including, 100% Post -Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi -purpose, copy, or laser paper). 4.3.4. Device Exceptions a) Group C, Group D, Group E, and Group F will not be restricted to OEM, and do not have to be Private Labeled; b) Group C, Group E, and Group F are not required to be EPEAT registered or Energy Star compliant; c) 3D Printers may be offered by Contractor, and shall he priced based on a minimum discount of 5%; d) Digital Duplicators may be offered by Contractor, and shall be priced based on the discount offered for the Segment in which the Device belongs (refer to the Group A Price List for Segment discounts); e) Inkjet and Digital Presses may be offered by Contractor, and shall be priced based on the minimum discount offered in the Segment to which they belong (refer to the Group C Price List for Segment discounts); f) Roll -Fed Wide Format Printers may be offered by Contractor, and shall be priced based on a minimum discount of 5%. g) Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs (refer to the Group E Price List for Segment discounts). 4.35. Accessories a) Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device. Page 23 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 b) Contractor shall 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. c) Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint and/or WSCA Master Agreements, as well as via any other means. 4.3.6. Software a) Contractor shall provide software to enhance the capabilities of the Devices, or software may be provided as a standalone option on any pre -owned, purchased, leased or rented Device. b) Contractor shall provide OEM and/or Third Party Software. c) All software drivers shall be, at a minimum, Windows 7 compliant, and all Devices must have universal software drivers. d) Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, as referenced in Attachment J, unless otherwise stated in a Participating Addendum. However, the Master Agreement will supersede and control if there is conflicting language between the Master Agreement, and any software license agreement. 4.3.7. Consumable Supplies a) Contractor shall offer OEM or compatible Ink and Roll paper for Group E Devices. The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease or rental agreement. b) Contractor shall offer OEM or compatible consumable for Supplies for Groups A, B, C, D, and F. These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start-up Supplies. The Supplies offered may include, but shall not be limited to, the following: i) Toner, ii) Staples; iii) Ink; iv) Print Cartridges; v) Imaging Drums; vi) Fuser Kits; vii) Transfer Kits; viii) Waste Toner Bottles; ix) Fuser Oil; x) Developer; xi) Rollers and Pads; and xii) Maintenance Kits. c) Toner must be free of carcinogenic, mutagenic, or temtogenic substances. Page 24 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 d) Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge. 4.3.8. Open Market Items a) Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Products and/or Services. NSP items will not include: i) Interactive White boards; ii) Computers, monitors, or other related items; iii) Fax machines; iv) Overhead Projectors; and v) Cameras. b) NSP items may only be acquired through the Contractor or their Authorized Dealers and must be reported quarterly with all other sales. c) NSP items must be priced at a minimum discount of 15% from MSRP or List Price. d) NSP items shall not be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity. e) It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum. 4.3.9. Emerging Technologies a) Upon approval from the Lead State, Contractor may add new, related technology. b) Technology does not have to be restricted to OEM, nor does it have to be Private Labeled. c) Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, along with MSRP and pricing information, as well as an explanation/justification as to how the Product conforms to the requirements of this Master Agreement. d) Any new technology must be priced at a minimum discount of 1%. 4.4. Service Offerings 4.4.1. Managed Print Services a) Contractor shall provide the following: i) Free Initial Assessment — which shall include the following: 1) Document workflow 2) Identification of Service, Supplies, and parts 3) Current output 4) Total Cost of Ownership (TCO) S) Employee to Device ratio 6) Preliminary estimated cost savings ii) Implementation — which shall consist of the following: Page 25 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 1) Plan Development 2) Hardware and Software Installation and Set-up iii) Remote Device Monitoring — which shall include the following: 1) Job Accounting 2) Automated Meter Reads 3) Automated Toner Replenishment 4) Consult App Fleet Monitoring Tool (required for Automated Meter Reads and Automated Toner Replenishment) iv) End -user Support — which shall include the following: 1) Training 2) Help Desk Services 3) Preventative Maintenance 4) Service and Repair 5) On -site break/fix 6) Clean Planet Recycling Plan v) Account Management — which shall include the following: 1) Reporting 2) Invoicing 3) Customer Business Reviews 4) Consumable Spend 5) Continual Assessments 6) Green Initiatives b) Contractor may also provide the following: i) Ongoing Fleet Management and Optimization 1) Flat Rate MPS 2) Disaster Recovery ii) Professional Services 1) Consulting 2) Project Management 3) Records Management 4) Network and Data Security 5) Document Workflow Consulting 6) Document Scanning 7) Back -file Conversion c) All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, as referenced in Attachment H (Konica MPS Statement of Work), and it must be approved by both parties prior to the initiation of any engagement. Page 26 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS k 140597 d) The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is under no obligation to enter into an MPS engagement. e) MPS pricing and billing options shall be flexible, as long as pricing doesn't exceed Master Agreement pricing, and the Purchasing Entity will drive the complexity of the solution required with a staged approach to implementation. 4.4.2. Maintenance Agreements a) Pricing i) Pricing shall include a zero base, cost per click rate for b&w and/or color for Groups A, B, C and D. ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color shall also be provided. iii) Pricing must be provided that includes all parts, labor, Preventative Maintenance, Service Calls, and Supplies for Groups A, B. C and D. iv) A pricing option for ALL Groups shall include parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies. v) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing. A) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device). vii) Contractor may charge flat rate fees for Services performed on any Accessories. viii) 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. ix) 11"x17" impressions: 1) Shall be counted as two (2) clicks on Group A Devices; and 2) May be counted as two (2) clicks on Group C Devices. x) Contractor shall offer a one (1) click rate that encompasses all paper sizes for Group C Devices. A) A two-sided document shall be counted as two (2) clicks. A) Contractor must not charge for scans on any MFD. xiii) Initial Term: 1) Pricing shall remain firm for the initial term of the Maintenance Agreement. 2) For lease and rental Equipment, the Maintenance Agreement term is equal to the term of the lease or rental (i.e. 18, 24, 36, 48, or 60 months). 3) For purchased Equipment, the initial term is whatever period of time the Purchasing Entity elects, as long as it does not exceed 60 months. xiv) Renewal Term: 1) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that was acquired under this Master Agreement, then the Contractor may negotiate new pricing. This pricing shall not exceed this Master Agreement pricing. Page 27 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPQ ValuePoint Master Agreement Terms and Conditions, CMS M 140597 2) If a Purchasing Entity wishes to renew a Maintenance Agreement for Equipment that was acquired under Master Agreement (3091), then §4.4.2(f) shall apply. h) Blended Rates i) Contractor shall have the ability to blend the Service and Supply costs over a large Equipment fleet, and the Blended Rate must cover all units in the fleet. ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement. iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity. c) Manual Meter Reads i) Contractor may collect meter reads from a Purchasing Entity via electronic means. ii) Meter reads may be submitted via the Contractor's online portal, or through e-mail, or facsimile. iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device. d) Customer Owned Equipment 0 Purchasing Entity's may elect to enter into a Maintenance Agreement for Equipment they already own, or Equipment they acquire through an up -front purchase. ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included. iii) The Maintenance Agreement shall not be subject to automatic renewals. e) Lease or Rental Equipment i) Contractor shall be required to provide a Maintenance Agreement on all Equipment that is leased or rented by a Purchasing Entity. ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge. () Legacy Equipment i) Upon request from the Purchasing Entity, Contractor may provide Maintenance Agreements on any Equipment that is owned or was leased or rented through Master Agreement (3091), or via any other means, providing the following conditions are met: 1) The Device has not reached the end of its Useful Life; 2) The maximum 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 §4.4.2(d) and §4.4.2(e). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to acceptable maintenance levels. iii) If the Device has been at the Purchasing Entity's location for less than five (5) years, then Maintenance Agreement pricing shall not exceed this Master Agreement pricing, until the Page 28 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS 8 140597 Purchasing Entity reaches the five (5) year mark. Refer to §4.4.2(f)(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 107% of the Service and Supply pricing in this Master Agreement for years 5 through 7, and 110% for years 8 and beyond. The Service and Supply pricing that will be used for this calculation will be based on the following: 1) The Group and Segment to which the Device is categorized; and 2) The Service and Supply pricing for that Group and Segment, as listed under Newly Manufactured Equipment in this Master Agreement. 4A.3. Service Requirements a) Technicians. All technicians shall be factory trained by the OEM and certified to Service the Devices. b) Standard Service Levels. Participating States and/or Entities shall negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the following requirements: i) End -User Training 1) An initial, no charge, on -site, one -hour training session for each Device, must be offered by Contractor for all non -desktop Products placed at each Purchasing Entity's location. For drop -shipped or desktop Products, Contractor shall offer an initial, one - hour, no charge, web -based, or on-line training session. 2) Technical support training shall also be included in the initial, no charge training, and will include network connectivity and print driver installation. This training will be in addition to the one -hour of free training for Device operation. 3) If Purchasing Entity elects to exercise the training option, then Contractor shall provide the training within two (2) weeks of requested date for on -site training, and two (2) hours for phone/technical support. 4) Contractor shall offer additional on -site, one -hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity prior to Order placement. 5) Contractor must provide on -site or off -site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Equipment independently. Pricing for operational training shall be based on a Flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity prior to Order placement. 6) Product literature, user -manuals, and access to on-line resources are available to the Purchasing Entity via Contractor's website. 7) If technical support requests arise, the Purchasing Entity may contact the Contractor's dedicated GCS support number at 800-456-5664 for trouble -shooting assistance. ii) Preventative Maintenance. Contractor shall perform all Preventative Maintenance Services at the Manufacturer's suggested intervals, or as specified in an Order. This Service shall be performed before the prescribed copy volumes are reached. Preventative Maintenance shall not be a requirement on desktop Devices. iii) Equipment Performance Page 29 of 94 Copiers & Managed Print Services - PFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 1) Equipment Downtime due to lack of consumable Supplies is not acceptable. Contractor shall ensure that consumable Supplies are available for purchase under this Master Agreement at all times to ensure amounts required for Device performance are met. 2) Equipment Uptime is based on full Equipment availability producing quality output. Uptime average is calculated as [(Availability Hours) — (Downtime)] / (Availability Hours) with the Product rounded down to the nearest whole number. 3) Contractor shall guarantee that on a quarterly basis, the fleet of Devices for each Purchasing Entity will be operational at least 96% of the time, during Normal Business Hours for Groups A, B, D, E, and F. 4) Contractor shall ensure that the fleet of Devices for each Purchasing Entity shall have a first -time -fix of 80% or better for all Service calls. 5) If any fleet of Devices fails to perform at the operation level specified in §4.4.3(b)(iii)(3) and (4) then §4.11.11 shall apply. 6) Contractor must provide daily communication to the Purchasing Entity regarding inoperable Equipment, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back -order. iv) Loaner Equipment. If any Device is inoperable for two (2) Business Days, due to Equipment malfunction, as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with: 1) A loaner Device of similar speed and capabilities until such time as the inoperable Device(s) are now operable; or 2) Provide the Purchasing Entity with off -site manned production capabilities to accomplish the work of the unit that is inoperable at the sole expense of the Contractor. Such costs shall be limited to the cost of production (Service and Supplies), Equipment, labor, and transportation to and from the off -site production facility and the Purchasing Entity location. 3) Customer One Guarantee. For Equipment covered by this Guarantee under full continuous maintenance coverage from the date of installation, and for up to a maximum of five (5) years, Contractor shall offer a Customer One Guarantee which states: • Should covered Equipment be out of Service, due to maintenance needs, for more than sixteen (16) consecutive Business Hours, or if a production print unit is out of Service for more than twenty-four (24) hours, Contractor shall provide a loaner unit of similar capabilities upon request. • Any unit that Contractor determines cannot be properly repaired to Manufacturer's specifications will be eligible for a replacement unit of substantially similar or greater capabilities, at no additional charge. Replacement shall be a new MFP Device within the first two (2) years of installation and the replacement unit thereafter may be other than new. • Customer owned non -Konica Minolta assets, subject to a Managed Print Service contract supplement, are not covered by this Customer One Guarantee. v) Repair Parts 1) Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity's Acceptance of any Device. Page 30 of 94 Copiers & Managed Print Services - RFP.NP-18-o01, NASPQ ValuePoint Master Agreement Terms and Conditions, CMS # 140597 2) All Device components, spare parts, application software, and ancillary Equipment that is supplied under this Master Agreement, must conform to Manufacturer specifications. 3) Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. 4) Repair parts may be new, reconditioned, reprocessed or recovered. vi) Replacement Equipment 1) If Purchasing Entity is not satisfied with any Device, Contractor will, at Purchasing Entity's written request, replace it without charge with an equivalent unit or, upon mutual agreement with the Purchasing Entity, with a Device of comparable features and capabilities. 2) Prior to installing a substitute Device, Contractor will be allowed thirty (30) days to remedy any quality or reliability issues. vii) Service Zones 1) Unless otherwise specified in a Participating Addendum, Contractor shall adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity: Service Zone Resp2nse Time Within 50 miles of branch or Authorized Dealer location 4 - 6 business hours 50+ miles outside of branch or Authorized Dealer location 6 _ 8 business hours 2) Service Call Response Times for any Konica Minolta printer shall be the following Business Day. 3) 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: • 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. 4) Contractor may charge different rates according to each Service zone. viii) Service Logs 1) Contractors shall maintain a Service log which describes the maintenance and repair Services provided for each Device. 2) A no -cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request. ix) Equipment Relocation 1) Equipment relocation Services include dismantling, packing, transporting, and re- installing Equipment. 2) Contractor may charge for this Service based on the following table: Page 31 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS Y 140597 Service Distance from original placement of Charge Zone Device 1 Within the same building No Charge Allowed* 2 Up to 50 miles from building in Flat Rate Fee, plus Per Mile or Hourly which Device was originally placed Fee 3 More than 50 miles from building in Flat Rate Fee, plus Per Mile or Hourly which Device was originally placed Fee *Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity's demographics require such rigging for Zone 1 relocation's. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Equipment relocation in Zone 1. 3) Contractor shall not charge for any fees incurred due to fuel or tolls. 4) Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time -frame. c) Meter Read Invoicing i) In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor's requested time -frame. ii) Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. iii) The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date. iv) Failure on the Contractor's part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month's invoice. d) Service Level Calculations i) At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components. Refer to §4.4.3(e) for reporting requirements. ii) The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity's Participating Addendum. e) Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity. The report may include, but not be limited to, the following: 1) Up -time percentage (%) per fleet of Devices; 2) Number of Service Calls placed; 3) Response Time per Device; Page 32 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 4) Dates that Preventative Maintenance was performed, if applicable; 5) Hours of end -user training performed; 6) Estimated end of Useful Life per Device, based on current usage; 7) Location of Devices; 8) Click usage per Device; and 9) EPEAT certification level of each Device. 4.4.4. Software Subscriptions a) Software pricing shall be inclusive of available software patches and any updates. b) Purchasing Entities shall have the option to finance software subscriptions according to the lease and rental rates listed in Groups A, B, C, D, E, and F of the Master Agreement. c) Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade. d) License fees and support fees shall remain firm throughout the term of the agreement. e) Software subscriptions shall not be subject to automatic renewals. Should there be any conflicting language between the software end user license agreement and the Master Agreement, the Master Agreement shall govern and control. 0 Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities. g) Contractor shall provide a web -based or toll -free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions. 4.5. Purchase, Lease, and Rental Programs 4.5.1. Contractor shall offer the following acquisition methods: Financial Vehicle Standard Terms Offered Purchase N/A Fair Market Value Lease 18, 24, 36, 48 and 60 months $1 Buyout Lease Straight Lease Cancellable Rental 1 24, 36, 48 and 60 months 4.5.2. All Products on Contractor's Price List may be purchased, leased or rented, either as a packaged - deal, or stand-alone item. 4.5.3. Equipment Trade -In a) A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do an Equipment Trade -In, when placing a purchase, lease or rental Order. b) The value for the Equipment Trade -In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees. 4.5.4. Lease and Rental Rates a) Contractor shall include an estimated property tax amount in their lease and rental rates. Page 33 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 b) The rate for any lease or rental shall remain fixed throughout the Initial Lease or Rental Term. c) Equipment Payments for Renewal Terms shall never exceed Master Agreement pricing. d) If a Purchasing Entity enters into a Renewal Term, then the Equipment Payment will be subject to the lease and rental rates listed in the most recent Price List(s) posted on the NASPO ValuePoint website. e) Contractor may update lease and rental rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or something similar, and must be the rate in effect at the end of each calendar quarter. Refer to httpsa/www.treasury- ov/resource-center/data-chart-center/interest- rates/Paleti/i'extView.aspx?data_yield for additional information. f) On a quarterly basis, Contractor may update the personal property tax uplift on lease and rental rates based on the participation of states not listed in the RFP, or a change in the property tax assessed by a states that are listed in the RFP. g) Contractor shall offer Coterminous lease and rental rates to any Purchasing Entity wishing to add Products to an existing lease or rental agreement. 4.5.5. Leasing and Rental Overview a) All lease and rental programs must remain with the Contractor or Authorized Dealers through an in-house leasing program, or through the financial branch or subsidiary of the Contractor. In addition, Contractor and their Authorized Dealers may use or assign payments to Third Party leasing companies, but all billing must be invoiced in the name of the Contractor or their Authorized Dealer, and all contractual obligations shall remain with the Contractor. b) A Purchasing Entity may lease or rent Equipment pursuant to the terms and conditions identified herein. c) Lease and rental agreements shall not be subject to automatic renewals. d) In the event that the term of a lease or rental agreement extends beyond the term of the Participating Addendum, the terms and conditions of this Master Agreement and Participating Addendum shall continue to apply. e) A lease or rental agreement issued prior to the termination of this Master Agreement and Participating Addendum, shall survive the termination of this Master Agreement and the Participating Addendum. f) With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Equipment at the end of the Initial Lease or Rental Term, or at the end of the Renewal Lease or Rental Term, or the Contractor may pick the Equipment up, without any further financial obligations to the Purchasing Entity. g) Equipment pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term. h) Equipment returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity. i) Contractor shall be responsible for all Product pickup and return costs. Page 34 of 94 Copiers & Managed Print Services - RFP.NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 j) The maximum term on any Initial Lease Term shall be 60 months. k) The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Equipment. 1) All Renewal Terms shall be billed on a monthly basis. 45.6. Leasing and Rental Options a) FMV Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: 1) Exercise their purchase option; 2) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of the Participating State or Entity; or 3) Return the Equipment to the Contractor, or have the Contractor pick the Equipment up. b) $1 Buyout Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) Upon the expiration of the initial Lease Term, the Contractor shall provide title to the Equipment to the Purchasing Entity, or as otherwise determined in a Participating Addendum, and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Equipment. c) Straight Lease i) A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: 1) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of the Participating State or Entity; or 2) Return the Equipment to the Contractor, or have the Contractor pick the Equipment up. d) Cancellable Rental i) A Purchasing Entity shall have the option to enter into an Initial Rental Term of 24, 36, 48 or 60 months, at the discretion of the Participating State or Entity. ii) A Purchasing Entity shall have the option to cancel the rental at any time throughout the term of the agreement, by providing the Contractor with a thirty (30) day prior written notice. iii) Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: 1) Renew the lease on a month to month basis, or a 12-month basis, at the discretion of the Participating State or Entity; or Page 35 of 94 Copiers R Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 2) Return the Equipment to the Contractor, or have the Contractor pick the Equipment up. 45.7. Leasing and Rental Terms and Conditions a) Possession and Return of Lease and Rental Equipment i) Purchasing Entity is responsible for risk of loss to the Products while the Products are in Purchasing Entity's possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Products during periods of transportation and de-ins(allation. ii) Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT) options at least sixty (60) to ninety (90) days prior to the end of any Initial Lease or Rental Term. Such notification may include, but not be limited to, the following: 1) Any acquisition or return options, based on the type of lease or rental agreement; 2) Any renewal options, if applicable; and/or 3) Hard drive removal and surrender cost, if applicable. iii) If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Equipment, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease or rental 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 Equipment, the Initial Lease or Rental Term shall be terminated on the date as stated in the Order and removal of the Product will be mutually arranged, unless otherwise specified in a Participating State or Entity's Participating Addendum. iv) If Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Product available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear. b) Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Products, or such later date as Contractor may designate. The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. c) Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or $1 Buyout Lease. d) Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV, $1 Buyout or Straight Lease, and return the Equipment to the Contractor in good working condition (ordinary wear and tear excepted). e) Equipment Upgrade or Downgrade. A Purchasing Entity may do an Equipment Upgrade or Downgrade on a lease or rental at any time throughout the term of the lease or rental agreement (limited to 10% or less of the entire fleet). The Purchasing Entity and the Contractor shall negotiate the price of the Equipment Upgrade or Downgrade, but at no time shall the total cost of the Equipment Upgrade or Downgrade be less than the remaining stream of Equipment Payments. f) Non -appropriation of Funds. For qualified Purchasing Entities, 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) Page 36 of 94 Copiers & Managed Print Services - RFP-NP.18•001, NASPO ValuePoint Master Agreement Terms and Conchtions, CMS M 140597 for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity's funding sources are not available. g) Assignment i) Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Product or any lease or rental agreement without Contractor's prior written consent (which consent shall not be unreasonably withheld). ii) Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor's interests in the Product and/or these Lease or Rental Terms or any Order for leases or rentals, without notice to Purchasing Entity even if less than all the payments have been assigned, except as provided for in §4.5.5(a) . In that event, the assignee (the "Assignee") will have such rights as Contractor assigns to them, but none of Contractor's obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor. iii) No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity. h) Early Termination Charges i) Except in the case of Non -appropriation of funds for qualified Purchasing Entities, FMV, $1 Buyout and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25`70) of the remaining Maintenance Agreement term, whichever is less. ii) Cancellable Rentals shall not exceed a termination charge of three (3) months of Total Monthly Payments, or as otherwise agreed to by the Participating State or Entity. i) Default. Each of the following is a "default" under these lease and rental terms: 0 Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; ii) Any representation or warranty made by Purchasing Entity in these lease or rental terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease or rental terms, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity; iii) Purchasing Entity or any guarantor makes an assignment for the benefit of creditors; iv) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or v) Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity's assets. j) Remedies. If a Purchasing Entity defaults on a rental or lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in this Master Agreement, and Participating Addendum, may do one or more of the following: Page 37 of 94 Copiers & Managed Print Services - FtFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions. CMS A 140597 i) Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity; ii) Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to: 1) All past due payments and all other amounts payable under the lease or rental agreement; 2) All unpaid payments for the remainder of the lease or rental term, discounted at a rate equal to three percent (3%) per year to the date of default; and 3) Require Purchasing Entity to deliver the Product to Contractor per mutual arrangements. 4.6. Security Requirements 4.6.1. Network and Data Security a) 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. b) Contractor will not be permitted to download, transfer, or access print data stored on the Device in either hard drive or chip memory. Only system management accessibility will be allowed. c) Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity's Participating Addendum. 4.6.2. Sensitive Information. Sensitive information that is contained in any Legacy Equipment or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum. 4.6.3. Data Breach. Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST) standards as referenced in Special Publication 800-61, Revision 2 (available at http://dx.doi.org/10.6028/NIST.SP.800-61r2) and includes, at a minimum, breach detection, breach notification, and breach response. 4.6.4. Authentication and Access a) Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features. b) Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address. c) The credential information for any remote authentication method may not be maintained within the Device's memory. d) Access to the Device's administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Equipment installation. Page 38 of 94 Copiers 8 Managed Print Services - RFP.NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 4.6.5. Hard Drive Removal and Surrender a) At Equipment install, the bizhub SECURE option may be available per Device for new Konica Minolta Equipment acquired under this Master Agreement. Value-added security functions can be enabled for: i) Hard drive encryption; ii) Hard drive lock password; iii) Automatic deletion of temporary image data; and/or iv) Data overwrite of electronic documents. b) At the end of the Lease or Rental Term, Contractor shall offer the following options for Konica Minolta Equipment only, and upon written request and authorization from the Purchasing Entity: i) As -is disposal. Equipment will be picked up according to the respective terms and conditions of the Order, and disposed of accordingly in a responsible manner. The internal data of the Equipment will not be altered or modified in any way. ii) In -place data cleaning. Where available, a Contractor field engineer will perform a "data overwrite" of the hard drive using built-in sanitization technology. The drive will be cleared of data and re -initialized in the Device before disposal. Availability of this option depends on model and configuration. iii) Hard Drive replacement and return. At the time of disposal, the internal hard drive will be removed and sealed in a container that will be returned to the Purchasing Entity. A replacement hard drive will be installed and re -initialized with the generic Device control programs. Availability of this option depends on model and configuration. c) If Contractor takes possession of any Device at the Purchasing Entity's location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum. d) Hard drive sanitation shall be at no expense to the Purchasing Entity; however, Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement, and shall provide the Purchasing Entity with a copy of Attachment I (Konica MFP Hard Drive Secure Disposal Terms and Conditions), and Attachment H (Konica Hard Drive Disposal Options), as modified and approved by the Participating State or Entity, e) If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non - removable hard drive, 0.6.5(b)(110 shall apply. 0 If a Contractor is removing another Manufacturer's Equipment, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this Subsection are met to the best of their abilities. 4.7. Equipment Demonstration Requirements 4.7.1. Contractor must offer trial or demonstration Equipment for Group A, Group B, and if requested by the Purchasing Entity, Group C, Group D, Group E, and Group F. Page 39 of 94 Copiers & Managed Print Services - RFP.NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS tt 140597 4.7.2. Trial or demonstration Equipment may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase, lease, or rental. 4.7.3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Equipment for Groups A, B, and C may be converted to a purchase, lease, or rental providing the following conditions are met: a) The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined); b) The meter count on Group C Devices not exceed 50,000 copies total (i.e. b&w and color combined); c) The Device must be discounted by at least 5% off of this Master Agreement pricing for that same Device; and d) The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model. 4.7.4. Any trial or demonstration period shall not exceed thirty (30) calendar days. 4.8. Shipping and Delivery Requirements 4.8.1. All Orders, regardless of quantity, shall be delivered to the Purchasing Entity within thirty (30) calendar days after Contractor receipt of Order, unless otherwise specified by a Purchasing Entity. 4.8.2. Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order. 4.8.3. All deliveries shall be F.O.B. destination, freight pre -paid, with all transportation and handling charges paid by the Contractor. The minimum shipment amount, if any, will be found in the special terms and conditions. Any Order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge. 4.8.4. Responsibility and liability for loss or damage shall transfer to the Purchasing Entity upon delivery of the Product, except as to material defects, fraud and Contractor's warranty obligations, which shall remain with the Contractor. 4.85. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. 4.8.6. It shall be the responsibility of the Contractor to be aware of the delivery days and receiving hours for each Purchasing Entity. 4.8.7. The Purchasing Entity shall not be responsible for any additional charges, should the Contractor fail to observe specific delivery days and receiving hours. 4.8.8. The delivery days and delivery hours shall be established by the Purchasing Entity at the time of Order placement. 4.8.9. All deliveries, with the exception of drop -shipped or desktop Products, shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. Page 40 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 4.8.10. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. 4.8.11. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity. 4.8.12. Laws and Regulations. Any and all Products and Services offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 4.9. Equipment Installation Requirements 4.9.1. Prior to Order acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following: a) Air conditioning; b) Electrical; c) Special grounding; d) Cabling; e) Space; f) Humidity and temperature limits; and g) Other considerations critical to the installation. 4.9.2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines. 4.9.3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum. 4.9.4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings. 4.9.5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non -ground Floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer. In addition, Contractor may charge for expedited shipping. 4.9.6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Equipment. 4.9.7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition. 4.10. Inspection and Acceptance 4.10.1. All Products are subject to inspection at reasonable times and places before Acceptance. Page 41 of 94 Copiers & Managed Print Services - RFP•NP-18.001, NASPQ ValuePoint Master Agreement Terms and Conditions, CMS S 140597 4.10.2. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: a) Declare Contractor to be in breach and terminate the Order; h) Demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, c) Continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. 4.10.3. Purchasing Entity shall confirm delivery, installation and Acceptance of all Products covered by each purchase, lease, or rental Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B (Sample D&A Certificate), which shows Acceptance of the Product(s) and allows Contractor to invoice for the Products(s). 4.10.4. Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Product is installed, or as otherwise stated in a Participating Addendum. 4.10.5. Failure to sign the D&A or reject the Product(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Products are put to use. Acceptance of such Products may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Product(s) rejected and returned, or for which Acceptance is revoked. 4.10.6. Transfer of Title a) Contractor shall have exclusive title to the Products being delivered and the Products shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon: i) Purchasing Entity up -front purchase of the Device; ii) Purchasing Entity exercising the purchase option at the end of a Fair Market Value Lease; iii) Upon expiration of a Purchasing Entity's $1 Buyout Lease; or iv) Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity. b) Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 4.10.7. If any Services do not conform to Contract requirements, the Purchasing Entity may require the Contractor to perform the Services again in conformity with Contract requirements, at no increase in Order amount. When defects cannot be corrected by re -performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to Page 42 of 94 Copiers 6 Managed Print Services - RFP-NP•18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 Contract requirements; and reduce the Contract price to reflect the reduced value of Services performed. 4.11. Warranty Requirements 4.11.1. The Warranty period shall begin upon Acceptance of the Products, and shall be for a minimum of ninety (90) days for purchase, lease and rental Equipment. 4.11.2. Devices that are sold under this Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications. 4.11.3. Products shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve. 4.11.4. If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractors obligations shall be limited solely to the repair or replacement of Products proven to be defective upon inspection. 4.11.5. Replacement of Products shall be on a like -for -like basis and shall be at no cost to the Purchasing Entity. 4.11.6. Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity. 4.11.7. Upon significant failure of a Product, the warranty period shall commence again for the same amount of time as specified in §4.11.1. Significant failure shall be determined by the Participating State. 4.11.8. Contractor warranty obligations shall not apply if: a) Product is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer, b) If a defective or non -Contractor authorized Accessory, Supply, software, or part is attached to, or used in the Device; and c) The Device is relocated to any place where Contractor Services are not available. 4.11.9. Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. 4.11.10. It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor. 4.11.11. Lemon Clause a) This clause shall apply to all Devices that are purchased, leased, or rented under this Master Agreement. b) This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor. c) The application period is thirty-six (36) months from the date of Acceptance. d) This clause shall take precedence over any other warranty or Services clauses associated with this Master Agreement, or as specified by a Participating State or Entity in their Participating Addendum. Page 43 of 94 Copiers & Managed Print Services - RFP.NP-18-001, NASPO ValuePoinl Master Agreement Terms and Conditions, CMS M 140597 e) A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty. f) Any Device that fails (except due to operator error) to function in accordance with the Manufacturer's published performance specifications, four (4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a like -for -like Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity. 4.12. Customer Service 4.12.1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with this Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall ensure that there is always a single point of contact for the following positions: a) Master Agreement Contract Administrator - the Lead State's primary contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to this Master Agreement; b) NASPO ValuePoint Reporting Contact - Responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel; c) Master Agreement Marketing Manager - Responsible for marketing this Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and d) National Service Manager - Responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position works with the Lead State Contract Administrator to ensure contractual obligations are met, while providing leadership for the Contractor's operations, as well as strategic planning of the Service department. 4.12.2. Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding the Products provided, as well as pricing, delivery, billing, status of Orders, customer complaints and escalated issues. 4.12.3. Contractor shall provide full Service and support for Products during Normal Business Hours. 4.12.4. Contractor shall have a designated customer service team who will be available by phone (via local or toll free number), fax, or email during Normal Business Hours. 4.12.5. Customer service representatives shall have online access to account information and will respond to inquiries concerning the status of Orders (shipped or pending), delivery, back -orders, pricing, Product availability, Product information, and account and billing questions. 5. ADMINISTRATION OF ORDERS 5.1. Ordering and Invoicing Specifications 5.1.1. Master Agreement Order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. 5.1.2. Contractor shall accept procurement credit cards as a form of payment from Purchasing Entity, with no additional charge or fee assessed. Page 44 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 5.1.3. Contractor shall provide a centralized billing option, upon request, and at the discretion of a Participating State or Entity. 5.1.4. Authorized Dealers may invoice the Purchasing Entity directly, unless otherwise specified in a Participating Addendum. 5.1.5. Contractor and/or Authorized Dealers may charge the Purchasing Entity a re -stocking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or $200.40, unless otherwise specified in a Participating Addendum. 5.1.6. Contractor may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order. 5.1.7. Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time -frame. 5.1.8. This Master Agreement permits Purchasing Entities to define project -specific requirements and informally compete the requirement among other contractors having a NASPO ValuePoint Master Agreement, on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies. The Purchasing Entity may, in its sole discretion, determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. 5.1.9. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of Products, and/or Services contemplated by this Master Agreement. 5.1.10. Contractor shall not begin work without a valid purchase order or other appropriate commitment document compliant with the law of the Purchasing Entity. 5.1.11. Orders must be placed consistent with the terms of this Master Agreement, and only during the term of this Master Agreement. 5.1.12. All Orders pursuant to this Master Agreement, at a minimum, shall include: a) Name of Purchasing Entity; b) The name, phone number, and address of the Purchasing Entity representative; c) Order date; d) Description of the Product and/or Service ordered; e) Model number; f) Serial number; g) Price; h) This Master Agreement number; and i) Any additional information required by the Participating Entity. 5.1.13. All software Orders must reference the Manufacturer's most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version. Page 45 of 94 Copiers & Managed Print Services - RFP.NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 5.1.14. All communications concerning administration of Orders placed shall be furnished solely to the authorized individual within the Purchasing Entity's location, or to such other individual identified in writing in the Order. 5.1.15. Contractor shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per §4.10.3. 5.1.16. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then -current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. 5.1.17. 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: a) The internet-based portal or electronic catalog shall clearly designate that the Products are part of this NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity's designated web location; b) All Environmentally Preferable Products (EPP) shall be clearly listed; c) If the Contractor's electronic catalog will either be hosted on or accessed through the Participating State's eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system; d) All information made available through the Participating State or Entity's eCommerce system is accurate and complies with this Master Agreement and the Participating Addendum; and e) Paper catalogs or catalogs on other digital media must be supplied to the Participating State or Entity upon request. 5.1.18. Substitutions are not allowed. If an ordered Product is out -of -stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out -of -stock item. Contractor's request to substitute shall explain how the substituted Product compares with the out -of -stock item. Any substitute Product offered must be on this Master Agreement Price List. 5.1.19. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery Order arrangement priced against this Master Agreement, may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery Order agreement. 5.1.20. Contractor's process for resolving disputed invoices, issuing refunds and/or credit, and addressing over -payments as well as Product returns is as follows: a) Purchasing Entity shall contact the Contractor via email or the 800 customer service number provided on the invoice; b) If the Customer Service team is not able to resolve the issue, then the call will be escalated to the Master Agreement Contract Administrator, Page 46 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terns and Conditions, CMS 4 140597 c) If Contractor agrees to Purchasing Entity's dispute, the Purchasing Entity's account shall be credited. If the Master Agreement Contract Administrator does not agree with the Purchasing Entity's dispute, then the Purchasing Entity can request further review by the Director of Bids and Administration. In all instances of dispute resolution, the Purchasing Entity may contact the Participating State Contract Administrator, or the Lead State for assistance is resolving the dispute. 5.2. Payment Payment for completion of a Contract Order is normally made within thirty (30) days following the date the entire Order is delivered or the date a correct invoice is received, whichever is later. After forty-five (45) days, the Contractor may assess overdue account charges up to a maximum rate of one (1) percent per month on the outstanding balance. 6. GENERAL PROVISIONS 6.1. Insurance 6.1.1. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option; result in termination of its Participating Addendum. 6.1.2. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 miIlion 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. b) Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity theft) with minimum limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate. e) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. d) Automobile Liability covering any auto (including owned, hired and non -owned), with a minimum limit of $1,000,000 each accident combined single limit. 6.1.3. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. 6.1.4. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that: Page 47 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 a) Names the Participating States identified in the Request for Proposal as additional insured's, and; b) Provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection. 6.1.5. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Purchase Order's effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy 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 and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 6.1.6. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Order. 6.2. Records Administration and Audit 6.2.1. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or Orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any Order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. 6.2.2. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of this Master Agreement or Orders, or underpayment of fees found as a result of the examination of the Contractor's records. 6.2.3. The rights and obligations herein right exist in addition to any quality assurance obligation in this Master Agreement requiring the Contractor to self -audit Contract obligations and that permits the Lead State to review compliance with those obligations. Page 48 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS k 140597 6.3. Confidentiality, Non -Disclosure, and Injunctive Relief 6.3.1. Confidentiality. Contractor acknowledges that it and its employees or Authorized Dealers may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity's or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or Authorized Dealers in the performance of this Master Agreement, including, but not necessarily limited to: a) Any Purchasing Entity's records; b) Personnel records; c) Information concerning individuals is Confidential Information of Purchasing Entity. Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that: i) Is or becomes (other than by disclosure by Contractor) publicly known; ii) Is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; iii) Is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; iv) Is obtained from a source other than Purchasing Entity without the obligation of confidentiality; v) Is disclosed with the written consent of Purchasing Entity; or vi) Is independently developed by employees, Dealers or Subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 6.3.2. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and Authorized Dealers of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 6.3.3. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal Page 49 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS # 140597 remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. 6.3.4. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 6.35. The rights granted to Purchasing Entities, and the Contractor obligations under this section shall also extend to the cooperative's Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to $6.2, Records Administration and Audit. To the extent permitted by law, Contractor shall notify the Lead State of any entity seeking access to the Confidential Information described in this subsection. 6.4. License of Pre -Existing Intellectual Property Contractor grants to the Purchasing Entity a non-exclusive, limited license to use the Intellectual Property and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property") for all purposes necessary or appropriate to the authorized use of the Equipment to which the Pre-existing Intellectual Property is embedded or associated. Pre-existing Intellectual Property shall not be sold or transferred separate from the associated Equipment. The license shall be subject to any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-existing Intellectual Property. 6.5. Public Information This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 6.6. Assignment/Subcontracts 6.6.1. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 6.6.2. The Lead State reserves the right to assign any rights or duties, including written assignment of Contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint. 6.7. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's Key Personnel, in writing within ten (10) calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed in the Contractor's proposal. 6.8. Independent Contractor 6.8.1. Contractor shall perform duties as an Independent Contractor, and not as an employee. Neither the Contractor nor any employee or Authorized Dealer of the Contractor, shall be or deemed to be an employee of the Lead State, NASPO ValuePoint, and/or any Participating State or Entity. 6.8.2. Contractor acknowledges that its employees are not entitled to unemployment insurance benefits unless the Contractor or a Third Party provides such coverage, and that the Lead State, NASPO Page 50 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 ValuePoint and any Participating State or Entity does not pay for or otherwise provide such coverage. 6.8.3. Contractor shall have no authority to bind the Lead State, NASPO ValuePoint and any Participating State or Entity to any agreements, liability, or understanding except as may be expressly set forth in this Master Agreement, Participating Addendum or an Order. 6.9. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of this Master Agreement. 6.10. Defaults and Remedies 6.10.1. The occurrence of any of the following events shall be an event of default under this Master Agreement: a) Nonperformance of contractual requirements; or b) A material breach of any term or condition of this Master Agreement; or c) Any certification, representation or warranty by Contractor in this Master Agreement that proves to be untrue or materially misleading; or d) 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 e) Any default specified in another section of this Master Agreement. 6.10.2. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of thirty (30) calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part, if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. 6.10.3. If Contractor fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: a) Exercise any remedy provided by law; b) Terminate this Master Agreement and any related Contracts or portions thereof; c) Impose liquidated damages as provided in this Master Agreement; d) Suspend Contractor from being able to respond to future Solicitations; e) Suspend Contractor's performance; and f) Withhold payment until the default is remedied. 6.10.4. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in this Master Agreement, in addition to those set forth in its Participating Addendum. Page 51 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPQ ValuePoint Master Agreement Terms and Conditions, CMS # 140597 6.10.5. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 6.11. Waiver of Breach Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or an Order. 6.12. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 6.13. Indemnification 6.13.1. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or Subcontractors or volunteers, at any tier, relating to the performance under this Master Agreement. 6.13.2. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"). 6.13.3. The Contractor's obligations under this section shall not extend to any combination of the Product with any other Product, system or method, unless the Product, system or method is: a) Provided by the Contractor or the Contractor's subsidiaries or affiliates; b) Specified by the Contractor to wort: with the Product; c) Reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available Product, system or method capable of performing the same function; or d) It would be reasonably expected to use the Product in combination with such Product, system or method. 6.13.4. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Page 82 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS 0 140597 Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 6.14. No Waiver of Sovereign Immunity 6.14.1. In no event shall this Master Agreement, any Participating Addendum or any Contract or any Purchase Order issued thereunder, or any act of a Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. 6.14.2. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 6.15. Governing Law and Venue 6.15.1. The construction and effect of this Master Agreement shall be governed by the laws of the Lead State. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver. Colorado. 6.15.2. The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the Iaws of the Participating Entity's or Purchasing Entity's State. 6.15.3. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): The Lead State for claims relating to the procurement, evaluation, award, or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party. 6.16. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any Goods or Services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 6.17. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix H to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non - Page 53 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS 0 140597 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. Page 54 of 94 Copiers 8 Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms end Conditions, CMS # 140597 THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor's behalf and acknowledge that the Lead State Is relying on their representations to that effect. CONTRACTOR Konica Minolta Business Solutions U.S.A., Inc. By: Jack Dixon Title: Contracts Manager By: ignature Date: August 1, 2019 STATE OF COLORADO Jared S. Polis, Governor Department of Personnel & Administration State Purchasing & Contracts Office /% Mara Veitch, Executive Director John Chapman, %aTe Purchasing Manager Date: �o ALL CONTRACTS REQUIRE APPROVAL SY 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 ob Jaros, CPA MBA, JD By: Date: v- 11 Page 55 of 94 Copiers & Managed Print Services - RFP.NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions EXHIBIT A, PRICE LISTS Group A Price List (posted as separate file) Group B Price List (posted as separate file) Group C Price List (posted as separate file) Group D Price List (posted as separate file) Group E Price List (posted as separate file) Group F Price List (posted as separate file) MPS Price List (posted as separate file) Software Price List (posted as separate file) Accessories for Discontinued Base Units Price List (posted as separate file) Page 56 of 94 Coplers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS # 140597 EXHIBIT B, SAMPLE D&A CERTIFICATE NASPO VALUEPOINT MASTER AGREEMENT NO. 140597 AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO. WITH Konica Minolta Business Solutions U.S.A., Inc. To: Insert Name of Contractor or Authorized Dealer Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order. Insert name of Purchasing Entity By: Title: Date: Page 57 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 EXHIBIT C, AUTHORIZED DEALERS BY STATE Konica Dealer List (posted as separate file) Page 58 of 94 Copiers 8 Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 EXHIBIT D, AUTHORIZED DEALER FORM Manufacturer Name: (Check one) ❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Copiers and Managed Print Services Master Agreement. ❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Copiers and Managed Print Services Master Agreement for the following reason: State(s) Serviced by Dealer: Dealer Name: Address: Phone (include Toll -Free, if available): Contact Person(s): Email Address: FEIN: Signed: Signed: (contractor Representative) (Authorized Dealer Representative) (Print First and Last Name of Authorized Dealer Representative) Date: Date: Page 59 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 EXHIBIT E, NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE NASPO ValuePoint Detailed Sales Repo Page 60 of 94 Copiers & Managed Print Services - RFP-NP-1 B•001, NASPO ValuePoint Master Agreement Terns and Conditions, CMS N 140597 ATTACHMENT A, KONICA MASTER PREMIER ADVANTAGE AGREEMENT For office use only (Check one) 0 Branch ❑ Windsor Master Premier APPLICATION NUMBER AOREEME1T77 KONICA MIINOLTA Advantage Agreement T11b ihtiSTE7 Prerrlkr I►dvarttape AW"ff eat (A�eemenr) is wrkten in -Pla0 English• Tire wards you ano your, refer to the faatamer (and Ks puaralttors) The words Lnw. we. w and our, refer to Konica sRnos, Premier Finance a ograrn of Konica IWrlolta Business Solutions U.S.A., trice. its subsidiaries and affiliates. (Swoser) • FULL LEGAL NAME STREET ADDRESS CITY STATE ZIP PHONE' FAX BMLING NAME (IF DIFFERENT FROU ABOVE) 61LUNG STREET ADDRESS CrTY STATE ZIP EA&AIL ECQ.PMENT LOCATION (IF DIFFERENT FROM ABOVE) '61rDre.dey s wawr numbw bre ceadu paths a et.vYavbas davea, rou an efmras/y pnsMt^0! relww'g anmrhea>vw (b +oartatp or laaeasbarpasos) U thw nanbar, nl01MV er rot bmsd f0 Pr.carS-d orpwg w vom "%taps csh.. sasses&. sae ash rose. LY hn submmc vowwrvr AYrq spoor kern War and n cola.. arhd spate Ins E�r1ss Coraawn stWs a vaen shch tWpwt nrebw roar r■Y arohrhda tow row w n 14 rove W4 Itrnse sudl 0141 Thaw tale u.d wasssas MY ~ AM M lees from far CeLtr prsrwer CUS70ME-R The Konica Minolta equipment leased in this Agreement Is covered under Konica Minolta's Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or wwwAmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE t LEASE AGREEMEw t LEASE AGREEMENT You spree to haw *amt+nenet prapsny ea .d.nbbd ti Sch drA.a et Was wstr Pml iw Lee" Ar"Mafe lr m dna tot-. sps.d br raw and us (such propotr and am sopwsees repasoanter-u ntpws and oddo" rhafrnd y p 'Eetrp+rnf7 Iat Wfnns pwp wily Yw mry saw Pudhow orders trot I ON Pa. a by 1t18 a Ors Me" Mesh P1 a w Losso Adreernre errs ere raLabod Hon Apprapr4Mn Rldr and t w YworpvMW fly ntoranm a&& such Phach.se Ordw .a ..ruohA■ s Sohoate lr su PurPeaes el ehb MWar Pransw Lassa Aarswnwt Esc" SttodhM ib a seows5e assop ftbt irse T. efa astre M awhf9rnere nrlO.. ntanpeflo ara•srty a .awawbd arhims wCh .. prbdhc saAf- 8w kseruas srrd prspehd dwsbOm etms09bonFVPft N al 1'he twtru and aande■ru dDrtye+.d w ors Apnerrore ara ary Sel+oaM ft%WM atrhp Met Du &calms end wrhdD" S u M US~ Apraenwo and turA praaenY end to Mrnd w e INele'-d of You aerw to MINOW Y er LEM amlO"W" f Apr■onwhr) Thn Apaement may be rrhodbed arnord ecor aS Vold dt Imam .n a oa &M b - h.w 71 sv Appmem d.em.e a ftf cad urw§w the a^h Dr •n s of do - rrd rot by course or pt *. quip TWO and sp"rd bapornes vsfd ogu eff■aI t by r lac w T!t Eouorwd ■ h' Yw epp.o.bt SWeth Wens Yw notMy N hNedrh ave ls) e.ye W dai+ewr trot you ao rho \asset eo Ewubmwo thn0 aD■ph He ttrtJ w mMMhdhon In tlul ovate, at ev sole epMn w or cur rum .r no&— the tlsleh 6— earn Of EVA" 4 w Ws Aprvamard W R bt cantata And wo err deagnoa sA repossess the Eqh wwvnt You \foss stet trot, a r regY d yaw cal sign arhe aesvar b ha ■ deevorr and .cdpyne■ a eveub Md. yov MMM"noe tf rM Epubnwd basal b yvu. TTs Apraenwo ad msau fan Vm eabg Dot fr pt Tom umWtt Any saans:en ar wow of M Term we be w .ecwdorfa wah eu Tern Mansion rig rsnaaret tams rtd 0rhefikw4 d she HASPO V ebePow" flood by en $two Dr OO) Crstwr MOMbr t QW ss -raised by out pryer Psreh■0 - Ado.ndum betwan yeu brhd Noce "ncft Bu*Oftl Sewaens USA lne THE BASE RENTAL PAYMENT SMALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARO IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE It" pcovson of es Agnwwwre b declared uraMrseeMe w e y paid ikm eta sew Prevshrw hman anal rertwh in kn tore. ane sorer w V+et Ivb6tepn arts N news. Ye. \Altus ue so nowt w wmd mbshp I A. Isbdn w rms laew 1 ckanp rota P.*w 1•p•l r , So" combo. Dwar rtumers d@WVIA'lT ev EQw4wW4 and sew oR~ hcsu.r n4in 1 Provl6rV trot do not awano t au bpu.p. to eye Us~ Apn.rnwn r p-WVSwV Ado..&— Yw agree to pmcaw h9m"a arrwal *,WIN tlirerleAy flnarcw w.s.rftenfs b tla Vprr faOYaK Yx NNwrtra Yf r ev \pant 1] Olyb&n rase report. end -"a wadk ilwunes rpePdnp rou and Yauv onanerl OWAR n end 16 ProWde y■ra Worm~ Irwkjft p peyn%aor hiwary to rhr sssgnee a ewd parbes hovenp M aw"'T lc n$o w m dr. Aprwrwe "Sdhed A. r dw EwA mrr i. RENT ReM M be psysbh. In —Wk A ds *"A n P+. A,_" cf Pu MrhllV0 Peymas Curt oarlock ItaYra.M) clown Pk. wrl appihabis s.bs arut.'r u t■s H w pay try tax bn ~ De1tort rw cone b raar*O "us Prarloar OWV w 11h a prooes.wg fee Sul»eouaM w.teihwra Z� bo parvb4 w Oo Sal day of each rohtal paMw d p.rhaA shown b.p.rhh eh.r to antrer" Pa, wo Pww w .. a&t opn.d wo wo haw et nplti to s poly am Hrna roerved ion Tar ID wig emotwb evc and owed !7 w rrtdr rho Nnns of Mw Apfaertre Yew ■o4p■e■n fa macs ae Um d a, f MlMants (x osMr psredfc payrnwhy Mreundaf Is abseAA■ tad hmh wdlborts! and yet, \ascot vMe1hold a Whet pains& srry Marbly ►arrnenb (or athw pwna. P""*"U 1w any masort You bprve thw yw cal acne Psrrram to us in tro form M oorthoah t7teke :or pwww checks nth. cam of We pr■pnUDrbh") dkvd sobs w caws stay You at" apse se*A and eon agtwWno en not acasplsbt rims of p.y n t Pow drs /perm* and that you wd hw rear& such brww al paPrwtd b to WE BOTH WTEND TO COMPLY WrTN ALL APPLICABLE LAWS IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS AGREEMENT OR UNDER A SCHEDULE RESULT M AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW. THEN ANY EXCESS WTER£sT COLLECTED WILL BE APPLIED TO AMOUNTS THAT ARE LAWFULLY DUE AND OWMG UNDER THIS AGREOSEHT ON WILL M RET•VN0EDTO YOU IN NO EVENT WILL YOU BE REQUMED TO PAY ANY AMOUNTS IN EXCESS OF THE LEGAL AMOU/rT (Carle mi" all wk) �sr THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT: THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. LESSOR ACCEPrANCt Konica Minolta Premier Finance LESSOR 14A lE OF CUSTOMER,--0-erard exv.) FEDERAL TAX 1 D a PRINT FuA TI rm t. h.■ ti Ga.r..r�w. spv >,...he.np r W r..rw..ra ne.rr r.s•..p scs.ve. rh.s..r tan R.nw. r A.w.ra ti>,d� . narr.h ..-w. cans nehw whhan.: cant hhr.aA....e, sw..w rh. vowhr r..eswr hrmr ti rh..h.. rww. yhhr hs« .. Rrsw w J w. hha 1'a.w h..r swlrr• �hr crew hw�nW, ■� A W,• w 4 I/w.•I f.h � .hw M. rM w M Mryrq h.tVwrwlr Sea ler'ef.f srds far addhtianal &arm) and eondtban KMPF0007 — US 09'17118 Page 61 of 94 Copiers & Managed Print Services - RFP-NP•18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 3. MAINTENA►Y..E AND SUPPLIES The duress eestablish" by 1M Apreen+ard Yfclhra payment lw h use of w dberpnefed Emupraenl and am.fwrSu rnantanrhoo by SupOker eintnlehV iepessbr� sd)hntment parq top/ seffA , shwa led at"" rnatarril r-gMrad fr h proper epraebrl Ali was AS Ioer, davrnpso . mpy evbidpss Arid pm Ida AM supplies we She pr'aPbny at Supp►t, u WA used N your U24 of supplies axoaeds to hPital use patio, ;ms d-le w •elaM by S443p" for tt.s* ft by tram than SOW or Ynp/d Supplier, in as sole doorebai, dNwrrre tot Supohas am tarp abused in any fashion, you agree. to Pay for wan inpreper At tmom.s use Paper i KM be separately pumitesed by you A Pape It Ilthnod at OM ffWW eats and vvews by Pepe ahs as FAA- 5 S'wI t- - I dick I IN 17• - 2 Cato You Agree to provide Supper i-e and dear aeCesa to to equpmrd Arid Suppbar will It n it I*br or rprere romadai and revanche nmreenwha. sewvic- as wad u rerne" Garb AN part ropbcorrwes ofW be all an rmharge basis won now or reMOYUO Awns Emhagtrey srMn vacs wB be prferrred N no exba change during nen-Ial business hours (defined As 5 ODan to 5 Ot)orrL Monday thrower F+day. aaLsM N holiday* observed by Supped). Ovemne eh -,pas at orbad rhea. vA be d- fr of sorma coax outside nambl business hours Supplier M not be obsgsted to in We service or raven n the srra of mouse or aaau say and wit charge you sepmealy, t such opsles are me le If necessary h .sane led stppty portion of the Agrernrd may be ..signed You acknowleaps that 161 the Sutap*er (And net Lasso or Its asmgnws) Is M sale pry resperug" for try sen roo. Hpair at rrwMwhries of h Eau pmeed And (I) h Supplier (not Lost or as nMpves) a Ile pry to rty eerwes mahbeahse beraslI W A- 0WI4ER3 NIP OF ECUIf ew Vile we to Owner sl the Earpneel and have sate tad (unless you nova a St DO pwcnase option) to h Egtaipnars (axokK ng sNftoto) You worm* to keep Ore oqu.pm tit see led claw Of ad Sena led cis#ns. 5. WARRANTY DISCLArsER: WE MAKE NO WARRANTY EXPRESS OR tIPLIED, INCLUDING THAT THE EOINPmew if FIT FOR A PARTICULAR PURPOSE OR THAT THE EGUIPMENT IS MERCHANTABLE YOU AORSK TWAT YOU HAVE SELECTED EACH REM OF RCKWWNT BIASED UPON YOUR OWN JUDGMENT AND DISCLASM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE ARE LEA SING THE EOUIP%tM TO YOU'A S43'. Yeu be4rwie fte out norm et Supplier At n#b mil Plbti-a am w agents and none of son tent mi A horded at rrwdMy h ssrne N ter Apreernan At Any Schedule No representation or ww will N Suppaar wth respell to to Equ9nrnl vrd bid to, nr, will any brooch SlimN tobmve you of w7 of your bbagaboru hw oww You an awns of the retie of am rnsnuleahaet r appesr of •Ad+ earn be EOuiprwa led you two wntatt the nrwbeturet W supplier W a dasorbnon of yew wsnrny rights You her*bf acknowledge And oanMn That you hive not fsarwd try fie. liuernoir. bocw tin V at legal advice ben us She narMebwer or SWpiw of She EisApwoit THIS AOREWBNT AND EACH SCHEDULE CON5TRUS 8 A 'FINANCE LEASE" AS DIMED N ARTICLE 2A OF THE UNIFORM COfOWORCNL COO£ You agree Visa h Customer One Ouwenfts a a seepsrsI and independent abbgeba N Supplier to yr► Mid no atsprea W h Lessor shall hove Any aMgabon Is you with nespeed on h Guaranty AM the ya,r aba5adw urdr tit Apran.rht M not sublets r 5~ +NYee*^5 roduia bri, mwwerclov, a defense for any reason wwweever ncluding -0WA Initiation arty darn you nary hrva against 5 uppler with nspad is ohs C Nimo er Ono Gurrdse V. LOCATION OF EDUIPLIFJTT- You had keep led use Tee Equip art only a yw address shown above and you prat not to trove a urmass we Agree to it. At the And M h AgramarSs tent It you do not put ci am h Eavpfer . ym wall naf a h Equipmo nt AvaAsble for plot up w retel re islats- co Baron (normal weer And err acceptable). hi workafg crow And in aomwle reepor 7 LC 5.1 OR GAMAOE. You we rmspbnsble Ir She risk of vas or for my dabvram of or amsg'e to the Equdpteft He such loss r towage rohmveeo you bon to paynent abigatens under ohs Agrwner& You agtoe f0 prerthpdy nOky 1te n wrAaq of any tin r dampe end yw M thM pay Safe h prooeerd veekw N h ore d Y iApsld Nrd+ly P-YmeN. (o rtthar pANeebM paywwfm .fern) tar h AR Agreement I— ph- w asa fed for "u~ v*an of h n at She of of the originally s0wduied lenmL All ddaounMd atIaur Persons (4%) pal y**r Any pi Woo Os eh Mreanw M be Paid to us led trudged. at our opts sg.wen *my lo.a or ormaga. You Authorize ft to sign an your bout most aa0eI tin es you adofey Yt Ycf r amebae n your nuns any nau.nea Oman or chocks la—d dua In less or darns" to to Eo.pnwd S. NtDE►14ITY We are not response&@ err ary Was a Wo~ cme W by tee btrasaben or rue of to Squomere. You some to held us har--*ass And M-O~ us IN loss And to dMord us boanst any Is" for lams.5 or bYlry r dsamh tausW M trim Egbrjtrtners Wa toserve ter right t* control the deleeee s++d b swot r approve MNnfe aeansN This na.mery swWas the ampiretkm or waihnatAn of this Alan -I. S. TA)M5 AND FEES You agree to pry Hen invawd M saes armi'ar iaee Vasa And lees eftrq In this Agreement or Mo EQuem ent u nim a valid axani oon comiCaN is supplied We we Nee Ali tax ralrna. We reserve the dirt ft ehwgm s tee blot frnnafan of this Agreement niter M brad.-p, buy-out a defout Any No charged under tot Agreement iney Include a press And; is suboat r Applicable sales and;r taxi 1V. ASSIOI&AENT YOU HAVE NO IOONT TO SELL. TRANSFER. AS WON ON SUBLRAS1E THE EOUNWINT OR THIS AGREEMENT You acne WM If wa ask assipm a lrrhdAr Vas Apsrwrd oars h Eou orient the row iessar wil have the same rights And benefits that" hews r w And will nal have r porfrn any el our ablgASamt. You agree WN She nphas aI l e met Lasar will not be wbjeat r any Cleans. Soleness. N. ale oft tad yw nhry have apAnst h Suppler The Oat N Any Etlupnherft Sa r"Al. feWiaoa ale stet sisruisrib of this Aptornefd hea beAn naprlArd beeiwa#n you Art to Supper Nrht b1 Le*sYa aa*ipret. M Yhdepandarnfy ventY ley such mob l.oaa*/s aasgress tvi a prvvdrfp hrherq based en lie peyrrh-- yw have neegaeeaad weh Supper YOU ere tnpandibN let ONarn.asn.p yauw a—," b- Una tit of M ApprarI e,L legal Ansrhaal Arid aecnnbhg ea iperwm atthis Apn erne I1 DEFAULT ANOREMEDIES *) If you do not pay Any ISO" pAymhent or ar er sun this to Us wshrn bnt4ive (45) aye N when due or other Arty, won due Or (b) t you rank Any N Your rsme" n h AgretmhAM a ley bier Ape-meM weeh ro r (o) d y-. r ley pnorardor eef yw obligations become Iru*/vrti r oanvnanar ifererfplmy r neeMrYsp remeed. C or haw al,On preaAa . a co-vewuad agAiw yw you w be In sofaxa try Pot of a pay w is rnWA Urn tree (3) 41" lent. you woos r pay a Ira dhage of one pencr+t IS %) of h pay is which is left or p Salt she naew-aan g hrgo Mowed by ftwIt you we ever in deelehR we mey do wig am r as of the flea- -- (0) instruct Suppler OR weer -nod service Parts And suppa.■ *tie , or wed to CuNtimnar Ono Gwaawsm. (b) lem#ner r COMM Shia Agreement *ndrar any end so SchedWs And you agree to compensate, ut not m a Penney by pnM4 the aun oC led ad put due and awfmrd slondhy Payment for coot penodrc payrnads) end dwgrfb IVA -, Ifs Agreenwd and Any Schedule fh) She present value of As reembinng Mor>tiay Payment (W caw P■robe Psymemb! and charges for to ramwidr r h Ism nr such Sdeduft. dsaouwmW N On IWA N lour prcrd (4%) per ruin (r the lowest tole pwmtW by low, wtio ever is hignr} end W ) to preseal vekree I N h same docduwe for es specAmd n atousee Y) above) d Ve Amara cry puach-e option web respect r to Ethereert W. d lire Y apec+sed- ale rhbeprnd wee", of tnn E-upreem st h *-d of the in" alma of such Sdeduls for any reeaAwal teraff led I* tmgylre ym to rsea h Etpapmenf le id r s iac*ihdna asslp-hNed by we (see wish map d to ley Safbvar-. (V kn mpdw" ssmeaahee Yon rape to use the SoArrove iA'IUdry On disabling (ov"ft or by remote, ow - RONDefan) of ley Software. (4) dsmard fee bnnsrat. mW m led obtain possession o1 She Software ale ree•LANee h Software at a public at pil, .Ale. refs (fi) asuea M Saewbre supplier to &in I h 300 h IaAr- *NPPbn led bier aorvhpes WWW h Serf -Ina sLwtel. We meey reoever nteraY an any, unpwd balrhm of the rile of lour penc enb (494) par srrvad Iut 1n no .von mars than lie mans maariran rile the may ate use ley of h r wwde .velars r uS WNW Aver 2A of h Utslrm CenrhereW Cede At rnatlmd in the Sena of Lessor or let Assignee or arty atw Ibr. You agree to ay our tesadnebiee Otim of Collection led we awneenL nekrdng but not bnftd r ssansys lees And actual awe mat tolebhp ray aim anakq trader, this AgrornaM Inabod"_ had no 5-w1011 r. try r5M oebon r tobar-al for soaAamn n n w hove m eke pmssYan r h Euyrlpnrw+L Yw aappeees so pay to omt of tspeesskeelan Tee nat preeAeds M h sole of ay repss.ssedEtluirrerd wee b. a-dbed against stirIN Yowe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY COnSEOtlENTIAL NDMECT DR NCIDEMAL DAMAGES FOR ANY REASON IA*IAT50EVER. You ogres that a V detay bdura In er Ia our rights under ohs Agreeenont etas not prevent us lion -Mating sty rights of a later tlmee As of w Apfnb A aurnedaive IS Is further agree•✓ teal yr+ rights and renwxkn are do w-ed awekaivey by tnu Aorew-aA and yw wel - 1..—'a lights %NOW ArtiW 2A (SM-527) of 1M UCC 12. UCC FILINGS You grad us a seecurey inmeemst in ow EquApneM ✓ this Agreetnnd Is deemed a seou-1 bwmacbm and you eeutw ere us to r*crd a UCC-I Inenom ssrwhwd or sonar Wit*% t an adr It Yaw our a'to*N n h Eeuifrnwrd. 17. CONSENT TO UAW. JURISDICTKXI AM VEPRA This AIF—t shall be dsaeed key —outed And peRerned in Ile Mote at Losses W a Assgh*.1s pirheb.1 pftce of b-h— wd .hM D. governed by and orMnAd In socordar I weans rhq eta Labr or Its AWWW* ~ yng anylididal p-tdnmdii n Hobert try matmt Romp linear one AgMMent h Curator rem+arty agrees rile aty rrfi mate mny be &*-dged or solarnlned In Ariy moan or otlwU in she star at She Loser of s Aflfpee's prandppt OiAeg of hanAu. r in wig tawt or couab n CYshnaPn sera of resdsnas. W in any aaer coxes having }Iaotbon per h Cusrmer r sasAq N see C Wlernet s r lee peel• aleetyon W h lesser The CustanAr hereby nevoceey rAmRs arwasy And 010,nrbauay to h prbOcbbn at my Such total eeo elected by Lear In rAlaban lb Seri nWfars BOTH PARTIES WAIVE TRWL BY JURY IN ANY ACTION BETYKENUS far LESSEE GUARANTEE_ You agsm*. upon our teguresL r .ruend h aaprW Of ova Apnw-wet ere eery salhtdhAas to h Lessor w signed Agroomrd and such odhadtste Both pontiea ogree thM this Aerwoewd and an, schadulees s1G.W by you whohr men oorempe caw an ds samf i d b el h feeaweee r cadet o mobvni faun»man d lie tprf arsouta by M (rnw*ia*y r elecir-w:aay tin appbcatftX be ba4o Wan the peera*e. The leaee unia rd And oaly. a- srbrim r u* byre, o A r Wcbadw ter am bmsnhsakn ag _ trey b* ewrcvfad in oetre-naM *rid ay hetswehse. pe+mrgrsd*e arhb'r either *iecbonc b-narrhYsabn d tie Saaae pow asdefi defined ibee n she UCC ror N prppstl�h(kukns V ro.oa.wd t And INN be aemssds Asus or attached to NqAj �ivaaim thereof Bah Pra.s wYv* She $Wit to tnaa muktwA "sale eAPrdw she" a raw. PNOWly bWwe. a OVw N-eborseeesy benOnrlad --emwhay sgned copy of the Agree*mmt re Any o:Mdt" d"an^On n can h aua+rdkky, N ■ IS. OVEIIAOES AND COST ADJUSTMENTS You pre- to oathpfy wan any bong prssdures oesrpearod by ud, in lu&og weglyA is us N lie nhefw, madng an h Bog, eq Dee IS mdtar reeedrhgs we nos rteWed. M M"rv- h ngM r ssanoe yaw uses And big yet for "amotwLL We may big you a per Page dw2e for M Peges produesd be an She data or yw ANY inveiba And to dad wen yet satisfy YIN obigaevts undw thft Agee-ent And cant pudras W ratan h mahepfnhatd Sahq. ti CALIPUTER SOFTWARE NN wditeandwp ley *der Salim* led mK%ba of this ApremwhL you Agree that u to seya.on only s h Wa have not red. do nee have nor will have any tits to sus h sonmare. b) Veer have -.-ouad a wR av*Cu% ■ sspenes sotto.-- *bane Apr-e-nawd bred we o- na1 * p-ny r erhd flew to teesponssieaee wohNs*ow n rpada r sash koaw Agnee"WA. e) You hove s-eded wch senvren Arid u per Aoresews aravool 5 Wit MAKI NO WARAANTHIS OF LIERCHANTA03X" DATA ACCURACY SYSTEM iNTEORAMN OR FITNESS FOR USE AND TAIM ABSOLUTELY PM RESPONSIBILITY FOR THE FIVOC"IIDN OR DEFECTIVE NATURE OF SUCH SOFTWARE. SYSTEMS INTEGRATION. OR OTHERWISE IN REGARDS TO SUCH SOFTWARE CUSTOLSER S LEASE PAYMENTS AND OTFER OBLV-4TIONS UNCER TMS LEASE AGREE►tEM SHALL N NO WAY BE OMMINtSHED ON ACCOUNT OF OR N ANY WAY RELATED TO THE ABOVE SAID SOFTWARE LICENSE AGREELENT OF FAILURE N ANY WAY pF THE SOFTWARE Page 62 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terns and Conditions, CMS # 140597 ATTACHMENT B, KONICA MASTER PREMIER ADVANTAGE SCHEDULE For office use only (Check one) ❑ EIranch ❑ Windsor - Master Premier APPLICATION NO I MASTERAGREE NO SCHEDULE NO I(ONICA MINOLTA advantage Schedule FULL LEGAL NALIE 5TREET ADDRESS I P.O BOX CITY STATE UP BILLING CONTACT Na E 611. TO PHONE NUMB£R' FAX NUMBED EMAIL .ft prordnp a Nkomo ft~ for a oaeur p — er oay..eekss oerrta feu are ev+nW comentm w wr—g o"r%x.camea ox NOrLruneaq a aaOaGaan p nean) a not nr be. YwAdn-, ttw ew s i a RereWb!• ar arerk.+r raise --on, feu rrcfaagrce, ant catf riaae tv w a nn n wepaw dim ww hom Lr wr and b &UMn aM bomb. UMN "VM A Ur aaw ar n AWN Ono fuC+ cah T aw nftr Mori cusrOMER INSTALLATION• • LESSEE LEGAL NAME STREET ADDRESS CITY STATE zip CONTACTNAME PHONE NUMBER FOU NUMER Makc7tlOdeUAccessorles rn•raa.p .aa.rr ar+RAxr+�e �aok,, ircn.wre�acaern Asset invMce lntcrmetlon Serlet!lum0er Sinrt Meter Reeds) 13 Se• ettadwa'Sdw*" A for edraaad Equ4n "t Aomnon" Sonware TERM • PAYMENT SCHEDULE TERM IN MONTHS S of payments Payment froquemy Payment Amount Advance Payment (♦" -M*-Z4 ua) URA absnrie aaon, 0 +sty O Monthly $ $ Payment Includes B&W pages per month Overages billed at $ per S&W page Payment Includes Color pages per month Overages billed at S per Color page THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONOITIONS OF THE MASTER PREMIER ADVANTAGE AGREEMENT IDENTIFINO AEOVL LESSOR ACCEPTANCE Konica Minolta Premier Finance A,l HORaW Sr3NER tOAIIEO CUSTOMER ACCEPTANCE FEDERAL TAX I D r PRtNT !(AnIE Ti _ _ Page 63 of 94 Copiers & Managed Print Services • RFP-NP•18.001, NASPO ValuePoinl Master Agreement Terms and Conditions, CMS # 140597 ATTACHMENT C, KONICA MASTER PREMIER LEASE AGREEMENT NASPO For office use only tCheck one} ❑ YAndsor ❑ Dealer 'A ffiValuePoint KONICA MINOLTA This Master Prernisr Lease Agraement Apreemenr wrMen in -PLain English' The wadi you end your, Met tore Customer (and its guamtots) Tile words Lessor, we, us and our. refer to Konica Worts Premier Finance, a program of Konke Mb M Business Soludons U.SA, Inc, its subsidiaries and 611511 wit. (Supplier) CUSTOMER INFORMATION Cn'Y STATE MP PHONE' FAX SILUNG NAME IF DIFFERENT FROL1 ASUVE1 8,LL1NG STREET ADDRESS GTY STATE DP E41AX ECVIPSIEW, LOCATION IIF DIFFERENT FROLI ABOVEf 'br awdnp a silrphane rknwr b a cokow Mar a ofw. ,riMssa deemk you am espm" w"w'bV to wo—V pDr-~tAbarq ON NON+ Wkf p CO Sosabsah owto+n� at tut n.Iw —Xicirp b,a roe lorded w Pavcaoa w snric w r Pow message cab. *4 messa"c and c■b nude t T w awmwc fH401- daimm ■ypwe ban Lai sa aid n slltawS aM span Tl,a Eiwua Cxsehn appaes a eah surd, whw ww mwnwr ha yvu a'ende b hw r,ew w w aw 1Ks are pah+rb wdr -aft These e.efs are iwasupes -w bw access Isw fan rwa mkdw pm~ SUPPLIER INFORMATION NAME OF SUPPLIER STREET ADORE SS CITY STATE aP AHOfE FAX TERMS I CONDITIONSt I LEASE AGaEELeENT You s0's's 0 bsm fan aA in. peso §I pa" V q sdwrSW n SO**-4" to tru Lileiw Pto—w Leafe ApnemeM hen frm b the wp^ad by row aM w !such Property and arty ,Opsdfs rapiaew mwft teaa.s aM soddmns nhnw b u 'EAwiPrwa7 by tNaresa plxpa " Yw Rry tsswe Pve+aae Ordra Het .' P. aw by r.0.r.nce. Hd user Prerr— Laaso Apeefwr SM 1M r.ybd Ilan ApppplaEan R//w end It 50 udorpon!ad by rNtnwee Oath Such P-Ofts" Oros sea OOrW As s Schell," b H. pupesea cf the LtasW P1~ L.aae Avr.ar,wn E.., Sch ckY is a spare- auWabi■ base To aw adW4 the Ewwww7 ndA nibsi g s property w atfoored arvim wen a greet ►cft ■ soensaa andprapad detsfina e scMwow 4 VO such property sham be 1%1w wd b p dv lieu ape■ b r a1 ae twnu wd oa,asans *Wn"%d in a,e Agroo we rd any So%b&". s "k:ft ebq seam o,e nmu arle aandsens in tie UnW Air-- rd MW Parbcpabrq AOMWWv an ■ earrbY atswm.rd d au Apewnenl r.p.tdnp tie awed eavisnrnt rApsamw10 This Ap.enwrs msy be mpd4d"by smmn Ap.wnwn SM rW Op Doom of pw*w"L nos The AprOMWd boa"" vafs wpan aeeeeen by w b M The Eawonwa r dewr,ad occ"%d by yaw wn*W ere se9ateb4 SwdhM mesa row notsty d shard live (S) days of del wy pro yw do not sebeq aw Soupnwd end specify He daM I a m40&Avb cn lot Met e e at ow ■.w a"— w a saw a.: de69 seal ae doPaco. deco of Et# wVmo l or Or Ap..nwra alit be [r,oeled aM w of o,a wahgrw sr4 fSppdeest I,e Eowprnw+l Your apse Har. SC 1pbn bro west you si Hpn wd 0"w - to r ■ d.Yd e aery waccter" pYSfpds wnhfrwy your sanpe of H. Ea vwt Nb w Agrewme A we ar8mw ban oM airy Dar saed you TtM ti TOm1 shover, And ea;wrhw, or rw__ of ae Term wN be lot acoortLfdw e h an Twm awerwon and fared k rnI sin rrr,dL,. of We NASPO VsfrPoea C,.M 1r av Stale at CO? Clotbsa "wnbaf t 4OW7 m wAdaed by mat owtain PartltapaPtty AddwMrM bebseen yew end Hardea Mwob Busirrss SWAwr U S A He THE BASE RENTAL PAYMENT WALL BE ADJUSTED PROPORTIOkATELV UPWARD OR DOWNWARD. U THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LE11 THAN THE E1TUATE PROVIDED TO LIES SEE N wry prowrn of this Apssmem is aeetand ,aeerbrcrscia w wry PAUdrbM the CPO PVwhw* Mean anal IeMwn in W Norse and eJMd w Hei poadnMen are as Dawn Yw aow a sea to *man w evnot mhw,p arsamaomr on ads Msm woemwp yov popw teal rw serainu"* s W,.r raw,ben "acr ary emEawipnw: sin rhw enrm.d baalsl nwMfs pro- mb Hey d. rot --reads He Ienpwape ti h sJasaf ApNma+t a ParsCpsanp Addwdurn I,— ■U— to p vrld. uphYd wwAw snd'w gewrry bwndM waft~b to W upon mare" You wdholew us of sex avers to obW crew tepowS and mske co.M rK" n900nv yw sin raw II A K W oer,dIbon and Sc, P-I yar "b boM kMkX rq permed hsay to ass nslp,ee w rod parefs I,- -L on gccwwwe 1" so in v" ApgMrrnl wry S0,0d.4 w He EW'"Mo d L RENT ReM wi be Payable w nafainwn. each In Ow dmwre of He Uord* Psynwd ;w saw F e -11 Pyrrwrt) firwt RIM dry Appambie miss w%vc, ,w us. N we ply any W on year banes you pre. 10 raanbune Yf P109 00 A" wW% s arWssane Ia. Su"b staLnwtb *4 be Paysby w 1r lost day of es4h fersal Pay. of perlsd Shur. b.00 - alte to bat . Paymw[ P~ r as fAfwtane 9 We wa hags be "r apply am were reN.d kern yaw to " arte,ads aw wd sww b w haler are bona ao Hr Apawwd Yeuf ostgewn to mace •e Me-" Parff"M* lot sum Petiodk p&,~%) feresrwdef Is abseltm and u nwdgbonal and you cmwm sAV*h w w oRw against any Menhir Psrw4M1 (w ovw PNIodic psyrnarll /w my name You @am* tho you efa rww pa Pr+rtls IOUs " ee Fam at m wry dada iw pws W dwcaa r M Case 01 sole pfWrwtw%N"a Ck deed a "Ides oNf You ahe sere oaeh rd suit awouler.le sn rat samokub4 Iwtrre of Parch o l kr He AgfOww,1 aM W41 youwe notfwtN atwh rortns atnwn prrl to ws WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS IF IT 13 DETERMINED THAT YOUR PAYMENTS UNDER THIS AGREEMENT OR UNDER A SCHEDULE RESULT N AN INTEREST PAYMENT HIGHER THM ALLOWED BT APPLICABLE LAW, THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO AMDUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR VAL L BE REFUNDED TO YOU N NO EVEKT WILL YOU M REOUSRED TO PAY ANY AMOUNTS IH EXCESS OF THE LEGAL AMOUNT fC4nwxvd an O&M THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT: THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. LESSOR Konica Minolta Premier Finance LESSOR ALFrNCRi= SOONER TITLE DATED FEDEAALTAX i.O.. PAU-ft NAa TITLE t � hW v.r Ow+w.,rt hya � tid•e d .eery. ti wvrt hraswe as+r. f«rr L.. w�+ d bwW ..y,a.,aea r ae,.n .eyed a.r wrarr .Mer+�,m N� sesw rcn �.w. we arse w �.-+.n Mnr 1r w.w w w+�� harm en rhm,sa. w rN eve b hb meow edlew atw Oche /! rrfew yr A w� u r A■Mr v.w w rry ere we w w heshia+w hrewwa � IM rRrIM team M aset■eaac M�1 sin cereedeee- KMPF - NASPO ValuePoint - US 06/11/14 Page 64 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS t1 140597 3. OW11MWA' OF £OIAPRfEM' We are M Owrr of M Ecoma nt and haw Soho We (urda" you few a 31 DO pry as. option) to the FeuprtlN lexcko q schware) Yau some to ko.P Ih- Ffi,pnwn koa nand door of so sows pnd dens 4. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EQUIPMENT 15 FTT FOR A PARTICULAR PURPOSE OR tMT THE EOtIPSENT Is MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH "= OF EDUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY LIS, WE ARE LEASING THE EQUIPMENT TO YOU •AS43'. You a -1 - I ripe ttat rons d SuplAr r sar npayrrrti.es aft ow apenta and none d Mnernr era authaaod b Modify M lwtfls of Mrs Agreamrd at an art S~Low No na"srdom a wam" of SLppior =I n ramped to the 1440 ford w l land uL nor rE any teach theraef rulam you of any of raw aaipaeero haterrndw You are errs of M no no, of Pro enwdsehow of auppir of each dos of Ept:prrow and you aA cards" ore nrarmood ar or apkr far a Wsrpborof yak oartrdy ei" You IwsbP teknartadps Fd m aA l- ty-1 SE A roxim, hi iranr aL Upoea m rC �a fro," us to mun toc tsar or Stppbw of M EaWpnrM THIS AGREEMENT AND EACH SCHEDULE CON SMUTEi A MM no saopr+oo d M Lehr Thal fwve MT ebipesen w not su to you wit nsoad eft such urrsffy and OW s rude u ra wvnwy r • Deperde and nfeprletd aeipaven d suppker ef you ter env aspen oh-beover 1 Ckickg wdho d tmtason afy darn yeu rdeY hew petnsf SuopMr 'i0tirnard nro era subjectla wbff mhhefdao radnrdert. mre.edmiw r dNonSo S. LOCATION OF EOUIPMENT You arl keep snd use boor Eowmam ray d Tar odds" dross above and you pros net IN doers a Soso" w "roe to It At M and of M Agreenlnra barks. s year da mcs w"tase 4r E*Apmaft you nod desks sI Fgtrbrlrt o""bur her pek up. In renal fefehoel arklaw (Aanna solo and her aecateahsel frs w0 kV-0 afar and w arrtpMta r-u-Ir L LOSS OR DA •'rE: You we fesoonade to r,. rak .t lugs Or 4 any dpblKtdn Of Of dome" ID so Eoupnwd No Mich loss or damps rebeves you tern sI oa. m eNaaeena undw M AWernand You .graa to Pompey nobly us on wrerq sf a" hems or damaga and you wd own pay b M the wvaom voles d the lobo d al rrpla LMnIMy PayI UP (r astir pv%od.c pay of uhf ) far M IA ApeonyM Inn Okfs M sabmdod low market real of M FOuwm*M at M add of to a IV 49,r schs&Aod Bern. as dresarbd of bur person) (4%) Fr yen Any prowaM of V*,wnoe WA be paid to us And raAo.d al o-r epos NHN7I Cry toss r Ornspe You arsrodza w b spas on roue Dial and •pDOro W " ycor ebony ♦n /a" b asafale n you rwrl easy efsLrsofeal Shaba r Csd.� bsuW due b loss r.afore 10 M Eetriv W, T. COLLATERAL PROTECTION AM OZLrRAPIC! You we respons.eM for k"Pag M Egrkpenant M good wookk rdr E.wpf Ls oldh m y "brow fear you w ra-pons b6o her posedrg M Eou arlM 4em do,"" sou loam go" loud N ar Eyipnrnt r asfngad W her_ You OV" b Cardrsw b "VOW anrorr b oua and b b.rnnra due homurdor SrMesLd Seise r Malmo You aoreo b aeaPrese wltlt w one" ordrr in M 0"ar"em dry aevrso and d"M lLrarafdar L wDEAiWfTY w. are not respor"aaa sor afy also or hVo*o yawed by Iho —*.K art a use of sI EwiOnesnt You apraa b Mho us Iao deal and f oadnrae Ica her was am lo dalond us oporat soy seen her IOU" Or ".ry mooed by item Equpnra.ty. fawns Ow ftMhl to oanbol V. d.f.nw and to ..fed or approve ttesmn" counsel. T1J% Ytdernn ty s lows the eopbraasn at bendoaban of IN Ap—IL S. TAXES AND FEES You apes is MT wown imreioad al Shot -mar ass tows end toes tobt. Ie flies Apasnasoy raft Eetfpment uNmms a w6d esrnptwn Oerhsere is supoaN W. wA fla as tea rSRrma Wo fewtve the fbhl ale dfaroa a Ise VOW 9""*Vson at lhs AprMnwd efttw by lts i -r0. bW'rA w defxL& Any lee ehrSad undo sas AV squ la, l may WmkA a pmfh and is sut„eet be aooseakla asks andla ""I IL ASSIMMENT YOU HAVE NO MOHT TO SELL TRANSFER. A584" OR EUBLEAON THE EOUPMIWT OR THIS AGREEMENT Who try talk aaslort r rwm4r nls Agee is pnd+r M Equipnord "on sabre. Yaw "r.o ON* M we ask "Dion r snarls" this ►paemom endw loft ERJWN sow the nook LAAW ai flaw M am* d" sold bonotb ill at are have npr and A not haw b peesorro soy of our OOMpotlena Yw ASN" sus M rgMa d M nor Lsssr ord nation snApd fe soy dons. dosenso"L arm ons oer you My have apwut tv Stpow f ow"W r net you are he"od of lum "mgerrow. Thecost of soy K*v-rt so*—. see . rM alter abrnonb of !W Arerfwd has b"n MpaMWd bobwan Y" and M SuPPOw tkuw Of LOSWS Magrws vra 1 4.0..dr4y v" soy such cosh Lassoes 0,261pn0e0 rfR be /poling kon %Dead an M palyrwrd you haw r.ogeMiod won Suppler You aka rafppnpb* tot ors- rnw& g you aocowwnq am him ct so oppror.Me tax "ol w4noa end saw verq esnrpow "her Aplsarnam 11. DEFAULT AND REUEOtES (a) N you dO not pry ry low Pay w r otlm own due b us roars iwh ire (451 days of wllrr due r Vow pwr when due or (b) s you brook any of yak prows. in M Aolsenesw r soy astral AW" e t ,.sf US sr (C) M yeu. r Mnr rjwwd car of you ob:FWrrs becrnl I aalwnl or oornr a 1rSnlorrPlry w ,eolwnho rowedaos r hrw aam p oasodrgs eerrr *fro d egos d you. 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YCU epse Mo as eft 5eersw rWY a) We now wet fad. do rot fu nr Sol haft cry W$ b writ SOewoe a I YOU lure asecLalad r was -reafe a eaPrrm soft"M seeress A gra*ffW% and me oft no a PsnY band haw m resporrlOiMs whefoo o r in regards se such Mersa Arorelnl aft You hays seaeled such Seor-aw And " Pr Apraenurd WMIFSpn 4 WE UAInE NO WARRANTIES OF LIERCHi41WASI ITY. DATA ACCURACY 6YSTEU INTEGRATION OR FnVESS FOR USE AND TA&M ABSOLUTELY NO RESPO SONLr Y FOR THE FW CT30N OR DEFECTNE NATURE OF SUCH SOFTWARE. SYSTEMS *aEGRATLON. OR OTHERME IN REGARDS TO SUCH SOFTWARE cusTwwgz LEASE PAYLOENTS AND OTHER CBUGATIOM UNDER THIS LEASE AGREEMENT SHALL W NO WAY BE DrMMSHEo ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE SAID SOFTWARE L.7CEP= AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE Page 65 of 94 Copiers & Managed Print Services - RFP-NP-1B-001, NASPO ValuePoint Master Agreement Terms end Conditions, CMS M 140597 ATTACHMENT D, KONICA MASTER PREMIER LEASE SCHEDULE For office use only (Check one) :1 Branch O t1l odaon Master Premier APPLICATION NO MASTEAACREEMENTNO SCHEDULEM Lease Schedule 1(ONIU MINOLT/� FUL LEGkL NAiE STREET ADOPM S � P O BOX CITY STATE Z" GILL280 CCf LTACT YOME BILL TO PI0o6 NVV6V; -' FAX PAABER F4%44L 'SY PnW-I&q a n r w b a twum OWN a Mrw wewn des Yw am am"%* W.Wu'Q w nm w cw%ywww a lb NptamaMaq a soaeOM PAV"ft; a " Nnea rckO GL rut not amad a prsmrsai a arrlaa eaen wssspe COIL we maasrpn WW ads roses er an amewae Wep a 6" gssae tan Lessor VW a W%Aft wo epees TM E4eyr C4 l;cMs w saw wo rNsl o . to mm Yw pays to ur row at ra ev hrx aid Damn Ux% cab T1rn COL and tnwupn aarr Mr anus fees ken Yea wktw l+w�da LESSEE LEGAL HAVE STREET ADORES£. cry STATE .ZIP COCA=fLA►E FHpE WMER FAX N.UBER Scrut Nomtwr Start Meter Read(*) I] Sea M atfvd Sduah K b addaw W EaAiomwt I ACM20h a I Sdfa r� TERM IN MONTHS M of payments Payment Frequency Payment Amount Advance Payment Ww �or4+M� 4.w axA saa�Nr+r. ❑ Quarterly ❑ Mar" $ 5 END OF LEASE OPTIONS: rsu ee.. s+e Wa..q ofevu tlr ant d dr eryraY WM PV~ sal Loran hp not wnrsha W sir are m ewer d deform uae. rr Loran ear oow lea and a mnarerrq t RwcMae Rfe fs}epnry b ar frAseraaf VWa a dessmslydDr ua 2 linty ft L aw Par pnaprwee f fa1 AqFwrw4 ] Reear L-gLgw—v ar peae�d H P�vePe s t� Afr�av THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND COMMONS OF THE MASTER PREMIER LEASE AGREEMENT IDENTIFIED ABOVE. LESSOR ACrEPTANCL Konica Minolta Premier Finance LE Ssom AUrMQFh D 5 C44MDOW X FULL LE6;Z_N_AAlE OF CUSTC% v rafranwd aeoya- AUTH0R=S-L0dM bAnn FEDERAL, TA[' 0 a PRINT 1NAE TITLE Page 66 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS k 140597 ATTACHMENT E, KONICA STANDARD MAINTENANCE TERMS AND CONDITIONS - SCHEDULE A The following terms and conditions apply to the provision of services by Konica Minolta Business Solutions U.S.A., Inc. (KMBS) to the Customer during the term of this Agreement. Equipment Services 100. Service Coverage Hours: Standard services under this Agreement are provided during normal business hours 8am-5pm, Monday through Friday, exclusive of core National holidays observed by KMBS. 101. Extended Coverage Services: Extended coverage services outside of standard coverage hours may be available on a per -event charge or fixed monthly premium. 102. Equipment Services: Equipment services provided under this Agreement include labor and parts required to maintain covered Equipment in a normal operating condition as set forth in the equipment specifications detailed on http://kmbs.konicaminolta.us. 103. Preventative Maintenance: Preventive maintenance shall be performed as needed to ensure optimal operation of Equipment. This includes component replacement, adjustments and cleaning. End - user maintenance as defined in the Equipment's user guide is not covered. 104. Disclaimer: 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 abuse/misuse, 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 repair and/or services may result in suspension or termination of this Agreement. 105. Site Environment: Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer's requirements (available on the KMBS website) including space, power, network, temperature and humidity. Electrical power must meet voltage, amperage and electrical noise level requirements. KMBS personnel will be granted reasonable and safe access to perform services when required. 106. Prerequisite to service: For Equipment not previously under a continuous maintenance agreement, KMBS may need to confirm the Equipment is in good working condition before the start of this Agreement. Remedial service may be required to bring the Equipment to proper operating standards and the labor and parts associated will be billed at the Master Agreement rates. A quote will be provided for Customer approval before work begins. 107. Relocation and Move Preparation: When requested, relocation services will be performed and billed at contract rates. Coverage at the new location is subject to service availability and acceptance by KMBS. 108. Initial Installation: Physical installation, removal of packing material and initial setup of Equipment will be performed by KMBS using default configuration settings at the location specified by Customer. Application of custom settings can be requested prior to installation. KMBS reserves the right to assess additional charges depending upon the extent of custom setup requirements. 109. Service Replacement: KMBS reserves the right to replace a device, at no additional cost to Customer, with a comparable unit when repair of the original device is not practical or economically feasible. 110. Color Calibration and Management: Routine and periodic color calibration and management of production color print profiles is not covered by this Agreement. 111. Additional Customer Requested Services: Customer may request services be performed that are outside the scope of this Agreement. Such services will not be covered under the Master Agreement, and shall be quoted and performed at agreed upon rates. Supplies and Consumables 200. Consumable Supplies: If a supplies inclusive option is selected, KMBS will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples (unless selected) or paper. Wide format equipment may have other coverage options and/or exclusions. The consumable supplies provided are the property of KMBS until they are consumed and 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. 201. Expected Yield: Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, KMBS may perform an audit of supply/consumables consumption and Equipment usage data to determine consumption levels. In the event the actual consumption levels exceed the levels used to determine contract pricing by more than 20%, KMBS shall have the right to invoice for the excess consumption. 202. Supply Source: Genuine Konica Minolta supplies will be used under this Agreement for Konica Minolta Equipment. For non- Konica Minolta products KMBS will provide fully compatible toner and print cartridges for use in covered Equipment. Page 67 of 94 Copiers 8 Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 203. Auto Supply Delivery: If services are provided as part of a managed services agreement, KMBS requires a designated Customer contact(s) to confirm supply shipments via email and maintain delivery address information via MyKMBS.com or other agreed methodology. Software and Solutions 300. Licenses: KMBS hereby grants the Customer the non- exclusive, non -transferable right to install, and use the software, updates, upgrades and patches included in this Agreement, provided the Agreement is in effect. 301. License Reactivation: Customer is responsible to safeguard software license keys. KMBS may charge a reactivation fee in the event license keys need to be regenerated. 302. Site Environment: Customer shall be responsible to insure that software is installed in an environment that meets manufacturer's requirements including operation system level, disk space, power, network, temperature and humidity. 303. Data Backups and restoration: Customer is responsible to manage server data backups. KMBS recommends adherence to industry best practices for backup procedures. In the event of a catastrophic data foss, the Customer is expected to restore the environment and data to prior state. 304. Access: Customer shall provide KMBS personnel with access to the servers and/or Equipment where the software is installed. Customer shall arrange and ensure that one of its employees or designated agents are present at all times when KMBS is performing maintenance and support services. 305. Solutions warranty: KMBS makes no warranty regarding the fitness of software that may or may not have been executed in conjunction with this Agreement for any particular use. If any 3rd party software or services are included at the time of sale, those warranties would be covered under the 3rd party end user license agreement or the master agreement between the 3rd party and KMBS. 306. Solution Integration: Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues. KMBS reserves the right to assess additional charges to resolve complex integration issues, including situations where the solution was initially provided by KMBS. 307. Term: Coverage for both level 0 (Software maintenance) and level 1 (Helpdesk support) begin at time of installation of software at Customer's location. Level 1 support is only available when level 0 supports are in effect. Software Maintenance (Level 0) and Helpdesk (Level 1) 400. Software Maintenance (Level 0): if this option is selected, the Customer is entitled support as defined in the 'Patches and Updates' sections. 401. Patches and Updates: Customer is eligible to receive periodic maintenance patches, hot -fixes and updates for licensed software covered under maintenance. Excluded are full version upgrades (i.e. v1.2 to v2.0) and the installation services required to install patches, hot -fixes and updates. 402. Access to patches and updates: Customer will be provided access to a website operated by KMBS or 3rd party supplier where patches and updates are accessible for download. 403. Start of service: Start of service rules may vary by OEM, software activation is expected within 30 days of purchase or install whichever comes first. 404. Current version: Customer is required to keep software and OS at the latest recommended version levels. Failure to perform recommended updates may result in suspension and/or termination of services under this Agreement. 405. Solutions Helpdesk Support (Level 1): If this option is selected, expert helpdesk support is available to the Customer to assist with covered software solutions including, PageScope Enterprise, Print Groove, Dispatcher Pro and select 3rd party solutions. Included are helpdesk services related to end -user support, baseline workflows, features and administrative functions involved in the operation of the software and workflows. Customer participation is required for remote and/or on -site support. Professional Services, Solutions and Network Sao. Initial Assessment: Customer agrees to provide or assist in gathering network configuration details needed by KMBS to perform contracted services. 501. Basic Network Services (BNS): BNS, where offered, covers common network integration in a MS WindowsTM centric environment with typical network schema and print/scanning requirements. KMBS reserves the right to assess additional fees depending on the extent of the network integration requirements needed. 502. Technical Pilot: When required Customer agrees to participate in a technical pilot where software installation, configuration, use cases and integration requirements are determined. Customer also agrees to participate in testing of the system(s). 503. Solution Baseline: Solution baseline is defined as the operating level and configurations agreed to by Customer and KMBS upon completion of the technical pilot and testing. 504. Enhancements: Enhancements and professional services beyond the baseline capabilities of the solution are available at an additional charge. Page 68 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePomt Master Agreement Terms and Conditions, CMS # 140597 505, Digital Connected Support: Unless this option has been declined, expert helpdesk support is available to the Customer to assist with issues associated with device connectivity to network, printing from desktop applications, graphics application, scanning and support on many other digital machine functions. Configuration updates that are the result of changes to the Customer network environment are not included. 506. Customer Data: KMBS shall not be liable for any claims, damages and cost relating to loss of data or disclosure of data due to acts or omissions of Customer or its employees, end -user errors or release of administrator password. 507. Hard Drive Security: If 'bizhub SECURE' or a comparable option has been ordered, KMBS will provide advanced security services. These services include real- time, hard -drive encryption (level 2 encryption — comparable to Department of Defense standards and US Air Force standards) and document data security through disk over -write as well as user mailbox data deletion, HDD encryption, HDD lock and administrative password (according to Customer policy). KMBS Standard Maintenance Terms and Conditions - Schedule A 508. Professional Services Projects: When requested by the Customer, KMBS can provide professional services associated with the enhancement of the Customer's printing, network connectivity, end of life hard drive disposal, fleet management, user experience, production management, job tracking and document environment. Such projects will be quoted and upon approval, performed and billed at the Master Agreement rates. 509. Basic Production Services (BPS): Complex products are offered with comprehensive end -user training (BPS). The training is crucial to proper equipment operation and to ensure the Customer achieves satisfactory output. Service related to operator deficiency will be performed and billed at Master Agreement rates Additional end user training when requested can be provided and will be billed at the Master Agreement rates. Meter and related 600. Meter Readings: Customer agrees to provide KMBS with a timely meter reading prior to the end of the billing period to be used to generate maintenance invoices. Should the Customer fail to provide KMBS with timely meter reads KMBS reserves the right to estimate meter readings. Repetitive failure of Customer to provide timely and accurate meter readings may result in the conversion of associated Equipment to flat monthly fee billing. 601. Definition of a Print: Each 8.5"xll" image generated by the covered Equipment is considered a 'print'. Larger paper sizes result in images that are a multiple of a single print based on length (17" =2 prints, 27" = 3 prints, 36" = 4 prints and over 36" =5 prints). For 'wide format' equipment, one square foot of output equals one print. Duplex images count as twice the rate of simplex prints. 602. Electronic Meter Collection: KMBS offers vCare and other network based machine data collection methods for Customer convenience, billing accuracy and to enhance service effectiveness. Unless specifically directed otherwise, KMBS will enable vCare or network monitoring on capable Equipment. Should Customer opt - out of utilizing vCare, KMBS reserves the right to assess an incremental invoicing fee not to exceed twenty-five dollars ($25) per invoice 603. Feet Device Monitoring: If the Customer agrees to allow KMBS to install and maintain server based software to monitor the printing devices on the Customer network, and the monitoring software cannot reliably operate in the Customer's environment for any reason, KMBS reserves the right to suspend or terminate services under this Agreement. Maintenance 700. Aggregate Meter Billing: Increases in the maintenance and base usage charges for contracts with aggregate meter billing will occur at the annual anniversary of the initial establishment of the usage pool. 701. Auto Add of Equipment: Where the use of'Fleet Device Monitoring' as part of a managed print program has been agreed to, it will be used to detect new devices and add such devices to this Agreement based on Master Agreement pricing. The added device(s) will be covered under the terms of this Agreement. The Customer will be notified via email and may reject the addition of the device(s) by contacting KMBS. Payment and Termination 800. Terms of Payments: Payments are due 30 days from the invoice date. Customer shall be responsible to pay all applicable sales, use, personal property or other taxes when due. NO CASH PAYMENTS ACCEPTED. Accepted manners of payment are by major credit card, check made payable to KMBS, or ACH transfer. 801. Default: Should Customer violate any aspect of this Agreement including payment obligations, or in the event Customer is insolvent and/or declares bankruptcy, KMBS may suspend or terminate any or all portions of this Agreement and may enter the Customer's premises to recover property or equipment owned by KMBS. 802. Termination: During the term of this Agreement or any renewal thereof, the Customer or KMBS may provide the other party 30-day written notice of cancellation or intention not to renew with or without cause. Page 69 of 94 Copiers 8 Managed Print Services - RFP.NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions. CMS N 140597 900. Entire Agreement: This is the entire agreement between Customer and KMBS on the subject matter hereof and supersedes any proposal or prior agreement, oral or written, or any other communications relating to maintenance services for KMBS equipment and it may not be released, discharged, changed, or modified except by an instrument in writing signed by a duly authorized representative of each party. Customer agrees that any Purchase Order or other documentation issued to KMBS covering the equipment or maintenance is issued for purpose of authorization and Customer's internal use only, and any terms and conditions contained therein shall not modify or add to the terms and conditions of this Agreement. This Agreement will not be effective until accepted by an authorized representative of KMBS. Notice of acceptance is hereby waived by Customer. Page 70 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS k 140597 ATTACHMENT F, KONICA SAMPLE MPS STATEMENT OF WORK Contract Number XXX With the State of XXXXX Agency/Customer: Contractor: Contact Name: Contact Name: Address: Address: Email: Email: Phone: Phone: Fax: Fax: Contractor website: Print Assessment Date: Period of Performance: Statement of Work must incorporate the following documents: NASPO ValuePoint Master Agreement # 140597 [imbed document here] Participating Addendum q [imbed document here] Contractor's Print Assessment [imbed document here] 1. Introduction Konica Minolta is pleased to provide your organization with a comprehensive managed print services (MPS) Scope of Services. The Professional Services we provide are based on our Consult - Implement - Manage methodology in alignment to your desired business outcomes Using ourdefined process, we are committed to delivering a program that will benefit your company. Our program is designed to help manage your existing print devices and establish a future print strategy that will evolve with your business needs. This Scope document serves to define all tasks, responsibilities, products, services, and scheduling required to complete this project. The intent of this document is to insure that each party understands the parameters of the project and to insure that proper expectations are met. Please examine all aspects of this document prior to signing it. It will be the baseline for the project. Any further revisions to the scope of the project will be made as a written Addendum to this Statement of Work. Addendums may require further negotiations prior to implementation. Each Addendum should be completed individually and signed prior to performing any work. This Statement of Work is subject to the terms and conditions of the Participating Addendum XXX, including terms and conditions incorporated via NASPO ValuePoint Master Agreement XXX. Terms that apply to this Statement of Work include but are not limited to Data Security, Data Breach, Equipment Guarantees, Performance Penalties, and Payment. Page 71 of 94 Copiers d Managed Print Services - RFP.NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS H 140597 2. Overview The key to right -sizing printer and multifunction copier fleets is a thorough assessment of the current installed base. Accurate measurement of the current print operations using the suite of Konica Minolta managed print tools, as well as on -site consultations, will allow Konica Minolta Business Solutions to begin the MPS program in your company. Installation of the Konica Minolta Service Tag, in combination with device mapping, will begin the Interviews and will help illustrate current and projected solutions to achieve device reduction. Konica Minolta Business Solutions will conduct a print assessment of overall device fleet in the selected locations, utilizing a combination of comprehensive software tools and a manual walk-through of the location. The data collected during this phase will be used to determine ongoing right -sizing recommendations validated as via data collected from actual printer activity. Customer shall bear all risk of theft, loss or damage not caused by KMBS employees or agents, to the installation of the Vendor Solution Product and all updates, upgrades and patches to be installed under this Statement of Work. Customer agrees to indemnify, defend and hold harmless KMBS, its officers, directors, employees and agents from all loss, liability, claims or expenses (including reasonable attorneys' fees) arising out of Customer's use of the Vendor Solution Product and all updates, upgrades and patches, including but not limited to liabilities arising from illegal use of KMBS equipment as well as bodily injury, including death, or property damage to any person, unless said injuries, death or property damage was caused solely as the result of a negligent or intentional act or omission by KMBS. NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR ANY LOSS OF PROFIT, REVENUE, DATE OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF THE USE OF THE PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 3. Objectives Konica Minolta Business Solutions will perform asset tagging, floor mapping, site surveys and needs analysis to help you implement the best solution to meet your requirements, while maximizing your financial resources. Once the program is operational, Konica Minolta will provide daily monitoring, maintenance and service for your fleet of print devices allowing your staff to spend more time on core business functions and strategic initiatives. Periodic account reviews (PAR) will be scheduled to review program operations, reports, strategy and long-term improvements. 4. Installation Konica Minolta will begin the program implementation process, which includes: • Validating your devices on contract • Set-up/expansion (as required) of the Consult App for proactive device management • Establishing and initializing automatic system processes (Auto toner delivery) • Tagging your devices with a Konica Minolta asset tag for program identification • Walkthrough and Fleet Mapping • Development of a program communication plan for staff There will be minimal disruption of day-to-day operations as our team performs the walkthrough and mapping of devices. However, escorts and business process leaders may be requested to assist in facilitating this process. Equipped with current floor plans and device lists, each team member will accurately map device to the plans. Departments will be identified, allowing for pooling of like printing requirements. Devices such as printers, fax machines and all -in -ones that are not connected to the customer's network will be added to the mapping documents. This mapping is a key component in the MPS program success and critical in collecting requirements for multifunction features. 5. Exclusions The following areas are not included in the scope of this Statement of Work: • Any configuration or training outside of the scope of this document. • Any systems testing due to environment changes. Page 72 of 94 Copiers d Managed Print Services - RFP.NP-18-001, NASPO Valueftnt Master Agreement Terms and Conditions, CMS N 140597 • Any onsite training or configuration after project is completed. • Any additional on -site technical support not specified in this document. • Customer is responsible for the hardware installation and training environment needed for a successful implementation. • Support for any configuration outside of this recommendation with respect to high availability, and failover features. 6. Requirements KMBS assumes that the Customer will have a standard network topology with connectivity already installed for all servers and workstations, printing established to the Konica Minolta Bizhub(s), as well as network connectivity for all printing and scanning output devices included in this Statement of Work. Site Accessibility. • Network Accessibility KMBS assumes that the Customer's network will be accessible for any additional installation or expansion of the Consult application, and that the Customer's Network Administrators will be available on site or via remote access. • Floor Maps provided to Konica Minolta team to prior to the tagging and walkthrough KMBS assumes all mapping is provided in advance to ensure a full and proper assessment is performed. • Complete IP schema provided as part of the ongoing MPS program the list can be reduced to include only nodes associated with the output devices. • Availability of Customer's Network IT support while on site KMBS assumes that the Customer's Network support personnel will be available to verify and assist in any network connectivity troubleshooting should any data collection issues arise, before, during and after installation. • Customer will provide a person designated as the MPS Administrator during the installation and setup phase. During the tagging and mapping phase. Following this phase of the program this individual will be the resident SME (Subject Matter Expert). 7. Completion Criteria This Statement of Work / Project shall be deemed complete when all of the requirements detailed in Appendix A have been met. At which point the customer shall sign and return the Certificate of Acceptance (COA). Should there be a failure to obtain a signed COA from the customer and there not being any customer communication regarding outstanding concerns or issues, then this project shall be deemed completed and closed by all parties. 8. Post -Sales Support The KMBS Digital Solution Center provides Tier 1 (one) product support for issues with the Software Solution for the duration of the active software maintenance and services contract. This includes repairs required and remedied by patches and incremental upgrades. This does not include support based upon customer environment changes that impact the software solution, nor to modification of the software workflow beyond the original scope or after the implementation project is complete. 9. Submitting Solutions Support Requests WEB I httpJ/www.MyPrintJobs.com/Support E-Mail Solutions SunnnH0KMRI; KnnicaMin Self Help I http://kmbs.konicaminolta.us Best for application administrators and power users who are familiar with the application and the operating environment. From this link, click "Find Support" located I in the top banner. Several options will be revealed, such as: Driver downloads, User Guides and Self -Help Product Support. Page 73 of 94 Copiers & Managed Print Services - RFP-NP-10-001, NASPO ValuePolnt Master Agreement Terms and Condilions, CMS # 140597 Telephone 1 800-456-5664 Appropriate for MFP and routine use situations. Recommended for single user assistance instead of issues impacting the application. Operating I 8:00 A.M. — 8:00 P.M. (EST) Monday through Friday. Standard Hourscompany holidays are observed. For additional details, see Customer Expectation Guide Solutions Support 10. Reasonable Effort It is the responsibility of both Konica Minolta and the customer to make every effort to complete this project within agreed upon timelines. Should, after ninety (90) days from date of acceptance, the project not be completed or have reasonably advanced, due to customer non -response or delays, Konica Minolta reserves the right to cancel this agreement. 11. Project Timetable / Phase (Proposed) 12. Acceptance of Statement of Work Please carefully review this document. KMBS will ONLY be authonzed to perform work that is specifically listed in this Statement of Work. Any additional work will need to be scheduled as a future call. Any additional requests or revisions to this Statement of Work must be recorded by an amendment to this Statement of Work and will be billed accordingly, based upon the KMBS hourly service rate, per the Master Agreement price list. To accept this Statement of Work, please sign & date above where indicated. No additional service call can begin until this Statement of Work is complete. Please keep original at your location. At the completion of the Statement of Work, a copy will be returned to you. 13. Project Changes Only members of the KMBS & Customer project teams may be authorized to discuss any modifications or addenda to this Statement of Work. Please see Appendix C for details and the Change Order Request Form 14. Project Team Customer Contacts: ke people to work with ompany Name Name Title/ Department Phone Email Address IT Contact Information In House IT Department: Yes No Page 74 of 94 Copiers & Managed Print Services - AFP-NP-18.001, NASPO Val uePolnt Master Agreement Terms and Conditions, CMS # 140597 KAABS Contacts (At least one sales reD) Name Title Phone Email Address Customer Signature: Name: Company: KM Signature: Title: Date: (Authorized Signatures: Business Solutions Consultant or Director of Professional Services) Name: Title: Company: Konica Minolta Business Solutions, Date: U.S.A., Inc. Page 75 of 94 Copiers 6 Managed Print Services - RFP-NP-18-001, NASPO ValuePolnt Master Agreement Terms and Conditions, CMS M 140597 Appendix A - Implementation Details Company Name: Address: Project #: Introduction This document covers the specifics of the implementation plan proposed for this SOW. Any additional project objective or training will be billed accordingly; based upon KMBS Solutions pricing and standard hourly training rate at the time of the request. Project Objective Scope of Services Details Customer Account (Create Customer Account @ httos://aop.therecentionist.com/sien up) Created: 0Yes No I Account email: Password: Plan Type: Basic i 2 Premium 1 ,a,. Pro 50 91> Enterprise Start Date: Install App: I Q KM ElCustomer I Name of Account Owner: # of locations: I I Stands Included: I LJ Yes No Location Name Location Address Primary POC Name Contact Information Branding (Home Screen) Welcome Message: Logo Provided: []Yes ❑No Background Color: R G B cr Pantone e- Hex Highlight Colors: R G B cr Pantone cr Hex Buttons to Create Check In Required Message Field Type Field 1: Required Field 2: Required Field 3: Required Field 4: Required Field 5: R uired Capture Photo: Yes No 2 wayChat Badge Printing Name Com an Vlsitin Photo Issued Valid Gtizen to 0 Customer induction process con include: Text, YouTube Unk or PDF Doc es No Induction Process: FHe Description Response to Visitor der.• Body: Check Out how List of Current Visitor Search Visitors to Check Out Button Creation (continued. Page 76 of 94 Coplers & Managed Print Services - R1FP-NP-1a-oo1, NASPO ValusPoint Master Agreement Terms and Conditions, CMS # 140697 Delivery Messages: Contacts: customer should hove a Ex or file of oll employees to be added to the system (see below Number of users to Upload: I ❑ CSV File Provided Upload Photo (200 x 200) Sample CSV File Layout Hide First Name Nast Name Full Name Business Title Email SMS Phone from Country Slack ID Check In Donald Duck Donald Lead Joke Donald@disney.com 7201234567 USA Ducky Duck Duck Mickey Mouse Mickey Boss Mouse Mickey@disney.com 7201222212 X USA Mousey Mouse Hardware and Operating System Requirements Page 77 of 94 Copiers 8 Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 Continued - Appendix A - Scope of Services Details Continued Page 78 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPo ValuePoint Master Agreement Terms and Conditions, CMS # 140597 _Admik KONICA MINOLTA Appendix B - Project Change Order Form The only contacts from KMBS and Customer that may be authorized to discuss any modifications or addenda to this Statement of Work are It may become necessary to amend the Statement of Work for reasons including, but not limited to, the following: • Discretionary changes to the project schedule. • Discretionary changes in the scope of the project. • Requested changes to the work hours of Konica Minolta Business Solutions personnel. • Non -availability of products or services that are beyond Konica Minolta Business Solution's control. • Environmental or architectural impediments not previously identified. • Lack of access to client personnel, data, or facilities necessary to complete project. • In the event that it is necessary to change this Statement of Work, an amended Statement of Work will need to be completed and approved by IF 7=1E_ Re uestor: Request E-Mail: Type: Phone: Cost/Price Impact: Implementation Date: Page 79 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO VafuePolnl Master Agreement Terms and Conditions, CMS # 140597 ATTACHMENT G, KONICA CUSTOMER EXPECTATION GUIDE SOLUTIONS SUPPORT Introduction The Konica Minolta Solutions Support team is dedicated to providing our customers with the ultimate "Konica Minolta Customer Care Experience". The experience is simply defined as Predictable, Professional and Personalized. The Solutions Support team provides customers of Konica Minolta multifunctional peripherals (MFPs) and Software Solutions a one -stop support desk for service. Your request for support is responded to by a Support Professional based upon the nature of your request and severity. This document explains the Solutions Support team's customer support services and methodologies. It explains the options to submit a request, define priorities and review escalation procedures. Values of support Single (Point of Contact The contact used to order supplies and schedule repair visits will also connect you with skilled technical professionals. Direct access to a specialist Send an email or web request directly into the helpdesk and receive a response from an expert in your solution. Open access Anyone in your organization can submit a request. Virtual On -Site Support Response and resolution can be expedited by connecting to your computer. Assistance can be delivered as if the Solutions Professional was there. Submitting Solutions Support Requests SohrtionsSupport@KMBS. Kon icaM inolta. US https://goo.gl/gzsY9x Self Help I http://kmbs.konicaminolta.us Telephone 800-456-5664 Best for application administrators and power users who are familiar with the application and the operating environment. From this link, click "Find Support" located in the top banner. Several options will be revealed, such as: Driver downloads, User Guides and Self -Help Product Support. Appropriate for MFP and routine use situations. Recommended for single user assistance instead of issues impacting the application. Operating Hours 8:00 A.M. — 8:00 P.M. (EST) Monday through Friday. Standard company holidays are _ I observed. What information we need to support you The more specifics we know about your needs, the better and more expeditiously we can process your support request. Please provide the following information: Contact Name and phone number 2. Company's name 3. Product or Software affected and reference number Page 80 of 94 Copiers 8 Managed Print Services - UP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 4. Describe your problem symptoms, when first noticed and user base affected/impact 5. Additional comments, sample and details are always helpful Severity Levels Severity levels are used to prioritize our response to an incident. We assign a severity level upon receipt of your request. The assigned severity level is based upon the impact the application incident has on a client's operations. Konica Minolta may reassign a severity level, higher or lower, while investigating your request. SEW - Critical Complete loss of system and significantly Interrupts business processes. SEV2 - High Impairs a noncritical process and a viable/temporary work around has been identified. SEV3 - Medium Requests for modifications to existing configurations or workflows. SEV4 - Low Software Enhancement or Upgrade Severity Level Response Times Information in the table below outlines Konica Minolta's initial response time objectives. The response time is measured from when your request was received by the Solutions Support team to when a Solutions Support team member attempts to respond to your support request. SEV1 - Critical 30 minutes SEV2 - High 4 Hours SEV3 - Medium Next Workin SEV4 - Low Next Workinc Solutions Support Flow 15 days or less Determined by project Determined by Droiect Receipt and confirmation Your request will be assigned an incident number upon receipt. An email confirmation will be sent toyou that will include: incident number, recap of reported issue, entitlement details and other significant info. The incident number will be your reference for following progress and updates. Solutions Support Levels A variety of tasks and responsibilities are performed at different Solution Support levels. The transition between levels is usually very short in duration and can be expedited when you provide details about your account and situation. =717 Level 2 Provides low severity entrance Solutions Support. Performs triage support and collects incident details. Provides high severity entrance to Solution Support. Performs initial technical evaluation and assigns the request to a dedicated specialist. • Provide initial end user customer contact. • Evaluates request to determine next best course of action. • If escalated, relay request details to Level 2. • Performs initial technical review of request. • Performs entitlement check and assigns an incident number. • Sends acknowledgement responds to the customer. • Assigns request to an application specialist. Page 81 of 94 Copiers 8 Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terns and Conditions. CMS # 140597 Level 2A Within the Solutions Support • Provides technical response to request. team, functions as the application a Ongoing, review incident for potential escalation, specialist. requests for Feld assistance or vendor intervention. Repeated Attempts to Contact Solution Support team representatives will initiate a minimum of three attempts to contact a customer regarding an open request. After three attempted contacts with no returned phone or e-mail response, the request will be considered closed. Support Policies Konica Minolta Business Solutions Standard Maintenance Terms and Conditions provide overall guidance of support policies, including software and solutions. In almost all cases, delivery of support is dependent upon the customer having a valid Maintenance & Support agreement for the specific solution. The following policies and practices shall govern the Solution Support team. Scope of Services Maintain solution at established baseline Upon completion of the solution install or upgrade, the customer acceptance establishes the 'Baseline' of operation. KMBS is responsible for maintaining software operation at that established baseline to ensure business continuity. Determination of cause The Solutions Support team can help diagnose common errors and failures. With their assistance, the goal is to identify the root cause of the problem so that the appropriate resolution can be administered. For example: You attempt to print a file and it fails or produces an error. Is the root cause of the problem with the printer, the application that created the file, the data in the file or a network issue? The Solutions Support team can eliminate the requirement for multiple requests: to a technician, the IT Flelpdesk, the software vendor. Operating Environment changes KMBS suggests impacts to solution baseline be considered prior to making changes to servers, networks, storage, authentication patterns etc. In the event unplanned or untested changes create an interruption in the operation of a solution KMBS will help troubleshoot the cause and provide a quote to restore operation and establish a baseline in the new environment. Additional Services and Projects KMBS can provide a range of professional services and projects to enhance and expand your current solution functionality. More information can be provided by means of no -charge consulting engagements. Project services include but are not limited to: • Security and license audits • Re -install of servers or workstations • Moves and expansions of environment • New user, power and admin user training — custom training • Implementation of additional software features that were not part of the baseline. • Customizations and upgrades • Custom reports • Workflow enhancements or additions • Data backups or restoration Page 82 of 94 Copiers & Managed Pdnt Services - RFP.NP-18.001, NASPO ValuePoinl Master Agreement Terms and Conditions, CMS # 140597 Support Methods Technical support may be delivered onsite or via telephone and remote desktop control. Delivery of support depends upon availability of telephone and Internet access at the customer's location. Additionally, customer participation in support events is required. Exclusions Professional Service fees may apply for non-diagnostic/troubleshooting events. Support does not include general network configurations, networking hardware, or operating system issues. The customer is responsible for ensuring network and operating systems are maintained and meet requirements of the solution. Associated Third -Party Software and Hardware For products not specifically part of the covered solution, support is limited. For example, a document is created using a word processing application. When the document is processed by the covered solution, the output fails or results in an error. The document creation techniques and document elements may be examined for troubleshooting, but no support or training will be provided on the word processing application. Customer Contact Customer provides qualified and trained key contacts to help resolve technical and/or business related issues. The primary contact should be appropriately trained on the solution software prior to receiving support, Frequently Asked Questions Do you offer 24/7 technical support? Our standard operating hours are sufficient for most business operations. If additional hours of coverage are required, it may be possible to negotiate support for extended coverage hours. How do I know what severity level my request should be? Upon initiation of the support incident, a severity is assigned by the Solutions Support team. You may make a request for severity status at any time and the assigned solutions professional will provide an explanation. How can I obtain current status/updates to a request? It is our policy to provide periodic updates to incidents lasting more than 48 hours. A request for status update may be submitted at any time. Please include the request incident number. Is there a cost for software application fixes? Access to patches, hot fixes and troubleshooting are usually covered as part of the Maintenance & Support agreement associated with the solution product. Installation, testing and administration of patches/hot fixes is considered "Additional Services" and may engender professional service fees. If additional fees are required, a good faith estimate will be provided. No work will be done without mutually agreeing on fees and completion criteria. What happens if a customer wants to escalate? Technical support escalation procedures are performed internally, first to peers and seniors. Escalation to vendor support is usually recognized in short order. However, if you feel escalation is not progressing timely, send an E- Mail request to SgtionsSupport(c-uKMBS.KonicaMinolta.US.stating your concerns and request for management review. Can we add services as our needs grow? Service and support options can be added at any time by contacting the Solutions Support team. Page 83 of 94 Copiers 8 Managed Print Services - RFP-NP-18.001. NASPO ValuePoint Master Agreement Terms and Conditions, CMS 4 140597 ATTACHMENT H, KONICA HARD DRIVE DISPOSAL OPTIONS Q KON CA MlNOLTn STATEMENT OF WORK FOR PROJECT: KMBS Secure Disposal Service Date: Prepared By: Introduction This Statement of Work ("SOW") document fully defines the Products and Services to be provided by Konica Minolta Business Solutions U.S.A., Inc. ("KMBS"). When a MFP is disposed of or is at the end of its life, KMBS offers secure disposal options that can provide piece of mind. These options include: Option 1 - As --Is disposal --MFP will be picked up according to the respective terms and conditions of your contract and disposed of accordingly in a responsible manner. The internal data of the machine will not be _ altered or modified in any way._ _ Option 2- In -place data Where available, a KMBS field engineer will perform a "data cleaning overwrite" of the hard drive using built-in sanitization technology. The drive will be cleared of data and re -initialized in the machine before disposal. Availability of this option depends on model and configuration. Cost: No charge Option 3 - Hard Drive At the time of disposal, the internal hard drive will be removed and replacement and return sealed in a container that will be returned to the customer. A replacement hard drive will be installed and re -initialized with the generic device control programs. Availability of this option depends on model and configuration. Cost - $135 per hour labor plus the replacement cost of the hard drive. Responsibilities • Option 2- In -place data cleaning KMBS: • Identify available "data overwrite" compliance options available for specific unit(s). • Inform the customer what data overwrite compliance options are available for applicable MFP models. • Inform the customer on the estimated time required for the chosen hard drive sanitization method. • Obtain customer's certification that the data overwrite may be performed. Once initiated, data stored on the MPP's hard drive will not be recoverable. • Perform overwrite functions pursuant to the option selected by the customer and options available for the specific MFP. See Table 1 for options and descriptions. Customer: • Contact KMBS and schedule service date. • Identify machines requiring data overwrite. • Provide KMBS Field Engineer(s) physical access to all MFPs requiring data overwrite. Page 84 of 94 Copiers & Managed Print Services - RFP•NP-18-001, NASPO ValU8Polnt Master Agreement Terms and Conditions, CMS # 140597 Review and select overwrite options applicable to MFPs requiring data overwrite. Inform the KMBS Field Engineer of the overwrite options selected for the MFPs requiring data overwrite. Authorize the KMBS Field Engineer to perform the data overwrite. Once initiated, data stored on the MFP's hard drive will not be recoverable. Acknowledge data overwrite was completed by signing the Project Completion portion of this document. Option 3 - Hard Drive replacement and return KMBS • Contact KMBS and schedule service date. • Provide KMBS with a contact at location authorized to receive hard drive. • Identify and order replacement parts for MFPs requiring hard drive replacement. • Remove hard drives from applicable MFP units. • Place hard drive in a sealed container and surrender to the customer's designated recipient. • Install replacement hard drive (and any other requisite parts). Initialize the system and install base MFP system firmware permitting standard operations and functions. It may not be possible to reinstall special application/add-on software packages. (Examples include: i-Option applications, audit software, accounting software and document management software.) Customer: • Identify machines requiring hard drive replacement. Provide KMBS with MFP model and serial number. • Provide KMBS Field Engineer(s) physical accesses to all MFPs requiring hard drive replacement. • Authorize the hard drive replacement. Once the hard drive is removed, data stored on the MFP's hard drive will no longer be accessible via traditional methods. • Designate by name the individual(s) who shall receive hard drives removed from the MFPs. Print or type name: • Acknowledge completion of the hard drive replacement(s) by signing the Project Completion portion of this document. Solution Overview: The following MFPs and options have been designated for this project. tittun c. unto uverwnte Model snatt De perTormea on the tollowtn MFPs Serial Overwrite Option Completion 3: Hard Drive Project Schedufr Project will begin within and return shall be on the followintt MFPs days upon receipt of Customer's acceptance by KMBS. Assumption-, 1. Hard drive replacements are available from an acceptable source. 2. Special software application installed on MFPs may not be reinstalled after the data overwrite or hard drive replacement. 3. MFPs are operational and KMBS Field Engineers will have physical access to the designated units. Page 85 of 94 Copiers 8 Managed Print Services . RFP-NP•18.001, NASPO ValuePoint Master Agreement Terms and Conditlons, CMS N 140597 Project Acceptance 1. The estimated hours required to complete this project is: 2. The estimated cost of this project is: $ 3. Project completion is scheduled on: Change Approval Process Change Requests shall be submitted by the customer to the KMBS project manager. The request shall describe the problem or question that resulted in the desired change. The KMBS project manager will evaluate and identify the amount of time that will be added to the project schedule, if any, as well as additional services price, if any. KMBS standard Terms and Conditions apply to the agreement. A copy of KMBS Terms and Conditions can be provided upon request. Customer SOW Acceptance: Date Authorized Signature Printed Name Title Project Completion: Date Authorized Signature Printed Name Title Konica Minolta bizhub built-in Mode Overwrite method compliance options Mode 1 Overwrite with Ox00 Japan Electronic & Information Technology Association Russian Standard GOST Mode 2 Overwrite with random 1 byte numbers Overwrite with random 1 byte numbers Overwrite with Ox00 National Security Agency (NSA) standard Mode 3 Overwrite with Ox00 Overwrite with 0xff Overwrite with random 1 byte numbers Verify US Navy (NAVSO P-5239-26) Department of Defense DoD 5220.22M Page 86 of 94 Copiers & Managed Print Services - RFP-NP-18.001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 ATTACHMENT I, KONICA MFP HARD DRIVE SECURE DISPOSAL TERMS AND CONDITIONS The following terms and conditions apply to the provision of hard drive disposal services by Konica Minolta Business Solutions U.S.A., Inc. ("KMBS") to Customer during the term of this Agreement: 1. OVERVIEW: This service is provided in connection with the "Statement of Work for KMBS MFP Hard Drive Secure Disposal Service" entered into between Customer and KMBS. 2. PAYMENT: Payment is due within thirty (30) days from the date of the invoice. Should the customer fail to make any payment due hereunder, or be or become insolvent or be a party to or acquiesce in any bankruptcy or receivership proceeding or any similar action affecting the affairs or property of Customer, or violate any aspect of this Agreement, KMBS may (1) refuse to continue to provide the service, or (2) furnish service on a time, travel and material basis, without prejudice to any other remedies KMBS may have. Reasonable costs, including counsel fees, shall be recoverable by KMBS in the event collection activities, including litigation, are required to collect outstanding amounts due under this Agreement. NO CASH PAYMENTS ACCEPTED. Accepted manners of payment arc by major credit card or checks made payable to KMBS. 3. SITE PREPARATION & ACCESS: Customer shall ensure that equipment is placed in an environment that conforms with the manufacturer's specifications and requirements. Customer shall provide KMBS' personnel with free and full access to the equipment and any necessary operating time for the purposes of furnishing the hard drive disposal services. Customer shall arrange and insure that one of its employees is present at all times when KMBS personnel perform the hard drive disposal services. 4. LIMITS TO SCOPE OF SERVICE: KMBS reserves the right to refuse to provide the hard drive disposal services if, in its opinion, the condition or location of the equipment creates an unreasonable risk to KMBS or KMBS's technicians. KMBS is not liable for any failure or delay in performance due to any cause beyond its control. 5. ADDITIONAL EQUIPMENT: No hard drive disposal services for additional or substituted equipment will he provided by KMBS until it is accepted by KMBS in writing. 6. SERVICE INCLUDED: KMBS' obligations under this Agreement is to provide the hard drive data protection service selected on the Konica Hard Drive Disposal Options Form, upon Customer's scheduling of a service date with KMBS. Services included in each of the respective hard drive exchange or data sanitization services are detail in the statement of work attached hereto. Unless otherwise indicated, normal business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed by KMBS. Overtime charges, at KMBS' then current Master Agreement rates, will be charged for all services provided outside normal business hours at Customer's request. 7. PROJECT SCHEDULING: Customer shall contact KMBS and schedule a service data. If KMBS cannot provide the services by the service date requested, KMBS will notify customer of the earliest possible date in which the services can be rendered. KMBS shall not be liable and Customer shall indemnify, defend and hold harmless KMBS for any claims, damages, fees, penalties, lease renewals or third party late charges directly or indirectly related to KMBS being unable to schedule the services on customer's requested date or customer not providing sufficient time in which to provide such services. S. SELLER'S AGENTS: Customer acknowledges that it has been advised that no employee, representative or agent of KMBS has any authority to bind KMBS to any affirmation, promise, representation, or warranty concerning any of the equipment or services. Unless an affirmation, promise, representation, or warranty is specifically set forth in this Agreement it does not form a basis of this bargain and shall not be enforceable against KMBS. 9. LIMITS ON DATA WIPE: Customer acknowledges that no data wipe: process will leave a hard drive as free from unreadable residual data as a comparable new product. KMBS makes no recommendations regarding the Customer's data removal requirements or representations regarding the effectiveness of one method of data removal over another. 10. ASSIGNMENT: Customer may not assign this Agreement, without KMBS' express written consent. In the event that KMBS assigns or subcontracts any of its obligations under this Agreement, KMBS shall remain primarily responsible to perform those obligations. KMBS may assign, without notice, any of its rights under this Agreement. 11. NOTICES: All notices required to be given under this Agreement shall be in writing and shall be sent by U.S. first class mail to the parties as follows: To Customer at the address listed on the front of this Agreement and to Page 87 of 94 Copiers & Managed Print Services - RFP.NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 KMBS, at 100 Williams Drive, Ramsey, NJ 07446, Attention: Office of Direct Administration. 12. INDEMNIFICATION: Customer shall bear all risk of theft, loss or damage not caused by KMBS employees or agents, to all equipment to which hard drive disposal services are provided under this Agreement. Customer agrees to indemnify, defend and hold harmless KMBS, its officers, directors, employees and agents from all loss, liability, claims, fines or expenses (including reasonable attorney's fees) arising out of Customer's violation of any Federal, State, or Local Laws unless said violation was caused solely as the result of negligent or intentional act or omission by KMBS. 13. WARRANTY: KMBS WARRANTS THAT THE SERVICES SHALL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER. KMBS MAKES NO OTHER WARRANTIES WHATSOEVER EXPRESS OR IMPLIED WITH REGARD TO THE HARD DRIVE DISPOSAL SERVICE AND EXPRESSLY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 14. REMEDY LIMITATIONS: THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES FOR ANY PROVEN BREACH OF THIS AGREEMENT (INCLUDING WARRANTY). THE PARTIES DO RESERVE THE RIGHT TO RECOVER CONTRACT DAMAGES ALLOWED VIA THIS AGREEMENT. KMBS' LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE COVER DAMAGES ON THE COST OF ALTERNATE HARD DRIVE DISPOSAL SERVICES AND/OR THE HARD DRIVE PURCHASED BY THE CUSTOMER. KMBS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES DUE TO LOSS, CORRUPTION, DISCLOSURE OR USE OF DATA OR INFORMATION OF ANY KIND. LOSS OF OR DAMAGE TO REVENUE, PROFITS OR GOODWILL, DAMAGES DUE TO NON- COMPLIANCE WITH THIRD PARTY REQUIREMENTS, DAMAGES DUE TO ANY INTERRUPTION OF BUSINESS, DAMAGE TO CUSTOMER'S COMPUTERS OR NETWORKS, EVEN IF KMBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of New York without regard to choice of law principles. In the event of litigation or other proceedings by KMBS to enforce or defend any term or provision of this Agreement, Customer agrees to pay all costs and expenses sustained by KMBS, including but not limited to, reasonable attorney's fees. Customer further agrees to litigate any dispute concerning this matter in the courts of the State of New Jersey, consents to jurisdiction in that forum and waives the right to jury trial. 16. FORCE MAJEURE: Neither party shall be responsible for delays or failure in performance of this Agreement (other than failure to make payment) to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, or any other occurrence beyond its reasonable control. 17. WAIVER & SEVERABILITY: Failure by KMBS to enforce any provisions of this Agreement or any rights hereunder, or failure to exercise any election provided for herein, shall in no way be considered a waiver of such provisions, rights, or elections, or in any way affect the party's right to later enforce or exercise the same or other provisions, rights, or elections it may have under this Agreement. If any provision of [his Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement. 18.ORIGINAL DOCUMENT: Customer further agrees (a) that facsimile or electronic signatures shalt he accepted as original signatures; and (b) that this Agreement or any document created pursuant to this Agreement, may be maintained in an electronic document storage and retrieval system, a copy of which shall be considered an original. KMBS may accept orders electronically from Customer pursuant to this Agreement. Neither party shall raise any objection to the authenticity of this Agreement or any document created hereunder, based on either the use of a facsimile signature or the use of a copy retrieved from an electronic storage system. Page 88 of 94 Coplers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 ATTACHMENT J, KONICA SITE AGREEMENT Adft KMBS Site Agreement KONICAMINCKTA Page 1 of NASPO ValuePoint RFP-NP-18-001 - MPS Site Agreement Agreement Between Konica Minolta Business Solutions U.S.A., Inc. and: customer Sold to M Address city sty 71P Invoice Address I city state ZIP customer Emali Monthly Printer Pricing e Netrork color Netrortt Mono Local color LOW islono Thwraal Scanner 6WR Printer spechity CPP I CPP PrintAllowance i Flat Rate ( No of Devices Base Fee Pricing 1: i re ;:`r Ce, c For additional pricing, use separate attachment For initial device inventory, see Not repod detail A�netaleent t�Neltie Date i T PA.Newiu�t� I ,PO Covered Sites — KMBS will provrde services on supported products at the fisted sites Address 5aryke/Su0ply Contact city Subaet In I State ZIP Sahel Oat Address SerykalSupply Contact city Subaat In State ZIP Sutlnet Out 17tra11 Phone Address Service/Supply Contact city Subnet In Esnall state ZIP Suboet0ut Phone For larger lists of covered saes, use separate document (Excel Word, etc) and attach Page 89 of 94 Copiers d Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS M 140597 For additional pricing, use separate attachment For initial device inventory, see Not repod detail A�netaleent t�Neltie Date i T PA.Newiu�t� I ,PO Covered Sites — KMBS will provrde services on supported products at the fisted sites Address 5aryke/Su0ply Contact city Subaet In I State ZIP Sahel Oat Address SerykalSupply Contact city Subaat In State ZIP Sutlnet Out 17tra11 Phone Address Service/Supply Contact city Subnet In Esnall state ZIP Suboet0ut Phone For larger lists of covered saes, use separate document (Excel Word, etc) and attach Page 89 of 94 Copiers d Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS M 140597 0 KMBS Site Agreement KONICA MINOLTA Pige _ :' Supported Equipment — Supported equipment inventory list is provided in Attachment Schedule A (Consult App-yeneraled Asset lisbng)or the supported equipment list belm If addlwat space is required please comp4ete a'KMSS Site Agreement Sctlediiie 8' KMBS will provide services on the products/models spetdied in Schedule A andbr 8 Customer Appreral: Customer's signature below acknowledges customer's consent to 'KMBS MPS Terms and Conditions (dated June 11, 2017)'; in accordance with the NASPO Value Point contract, terns of which are Incorporated into this agreement. Customer agrees to provide resources required by KMBS to fulfill the contracted servicesincluding physical space, network access and qualified personnel to assist where needed. Coverage listed on this agreement is contingenton acceptance by Konica Minolta Business Solutions U.S.A., Inc Comments Customer Approval - I*'xv sFy�tciow Sigruture Ttt4e `Data Kam Ida r stslnarwr• Siynaun KMBS Entpi M ID TMI Date DAD Fa,aels I hiets wa#,r rsa semi l.mb:, Rl ?IV ISIxe3j"rArv;dn::Sy Lltfft It C FF l/N ait=clrM'N*%U{rl tdri I RUI&rFFat'1 Fnalta hrtpe Imielln anasIf aIlrra 3rN 2M1FM7 0J'�/M F'Or'1n ♦wr{IT"@ W I M t U #2.U@1F6Nv abeI sit ,"AI cWtesh Page 90 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePolnt Master Agreement Terms and Conditions. CMS # 140597 KMBS NASPO ValuePoint RFP-NP-18-001 Terms and Conditions (dated June 1, 2017) The following terms and conditions apply to the provision of services by Konica Minolta Business Solutions U.S.A., Inc. (KMBS) to the Customer during the term of this Agreement. Equipment Services 100. Site Environment: Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer's requirements (available on the KMBSwebsite) including space, power, network, temperature and humidity. Electrical power must meet voltage, amperage and electrical noise level requirements. KMBS personnel will be granted reasonable and safe access to perform services when required. 101. Color Calibration and Management: Routine and periodic color calibration and management of production color print profiles is not covered by this Agreement. Supplies and Consumables 200. Consumable Supplies: KMBS will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples or paper. Wide format equipment may have other coverage options and/or exclusions. The consumable supplies provided are the property of KMBS until they are consumed and 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. 201. Expected Yield: Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, KMBS may perform an audit of supply/consumables consumption and Equipment usage data to determine consumption levels. In the event the actual consumption levels exceed the levels used to determine contract pricing by more than 20%, KMBS shall have the right to invoice for the excess consumption. 202. Supply Source: Genuine Konica Minolta supplies will be used under this Agreement for Konica Minolta Equipment. For non -Konica Minolta products KMBS will provide fully compatible toner and print cartridges for use in covered Equipment. 203. Auto Supply Delivery: If services are provided as part of a managed services agreement, KMBS requires a designated Customer contact(s) to confirm supply shipments via email and maintain delivery address information via MyKMBS.com or other agreed methodology. Software and Maintenance 300. Licenses: KMBS hereby grants the Customer the non- exclusive, non -transferable right to install, and use the software 301. License Reactivation: Customer is responsible to safeguard software license keys. KMBS may charge a reactivation fee in the event license keys need to be regenerated. 302. Site Environment: Customer shall be responsible to insure that software is installed in an environment that meets manufacturer's requirements including operation system level, disk space, power, network, temperature and humidity. 303. Data Backups and restoration: Customer Is responsible to manage server data backups. KMBS recommends adherence to industry best practices for backup procedures. In the event of a catastrophic data loss, the Customer is expected to restore the environment and data to prior state. 304. Access: Customer shall provide KMBS personnel with access to the servers and/or Equipment where the software is installed. Customer shall arrange and ensure that one of its employees or designated agents are present at all times when KMBS is performing maintenance and support services. 305. Solutions warranty: KMBS makes no warranty regarding the fitness of software that may or may not have been executed in conjunction with this Agreement for any particular use. if any 3,a party software or services are included at the time of sale, those warranties would be covered under the P party end user license agreement or the master agreement between the and party and KMBS. 306. Solution Integration: Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues. KMBS reserves the right to assess additional charges to resolve complex integration issues, including situations where the solution was initially provided by KMBS. 307. Term: Coverage for both level 0 (Software maintenance) and level 1(Helpdesk support) begin at time of installation of software at Customer's location. Level 1 support is only available when level 0 supports are in effect. Software Maintenance (Level O) and Helpdesk (Level 1) 400. Software Maintenance (Level 0): If this option is selected, the Customer is entitled support as defined in the 'Patches and Updates' sections. 401. Patches and Updates: Customer is eligible to receive periodic maintenance patches, hot -fixes and updates for licensed software covered under maintenance. Excluded are full version upgrades (i.e. v1.2 to v2.0) and the installation services required to install patches, hot -fixes and updates. 402. Access to patches and updates: Customer will be provided access to a website operated by KMBS or 3rd party supplier where patches and updates are accessible for download. 403. Start of service: Start of service rules may vary by Page 91 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 OEM, software activation is expected within 30 days of purchase or install whichever comes first. 404. Current version: Customer is required to keep software and 05 at the latest recommended version levels. Failure to perform recommended updates may result in suspension and/or termination of services under this Agreement. 405. Solutions Helpdesk Support (Level 1). If this option is selected, expert helpdesk support is available to the Customer to assist with covered software solutions Including, PageScope Enterprise, Print Groove, Dispatcher Pro and select 3rd party solutions. Included are helpdesk services related to end -user support, baseline workflows, features and administrative functions involved in the operation of the software and workflows. Customer participation is required for remote and/or on -site support. Professional Services, Solutions and Network S00. Initial Assessment: Customer agrees to provide or assist in gathering network configuration details needed by KMBS to perform contracted services. 501. Basic Network Services (BNS): BNS, where offered, covers common network integration in a MS WindowsTM centric environment with typical network schema and print/scanning requirements. KMBS reserves the right to assess additional fees depending on the extent of the network integration requirements needed. 502. Technical Pilot: When required Customer agrees to participate in a technical pilot where software installation, configuration, use cases and integration requirements are determined. Customer also agrees to participate in testing of the system(s). 503. Solution Baseline: Solution baseline is defined as the operating level and configurations agreed to by Customer and KMBS upon completion of the technical pilot and testing. 504. Enhancements: Enhancements and professional services beyond the baseline capabilities of the solution are available at an additional charge. 505. Customer Data: KMBS shall not be liable for any claims, damages and cost relating to loss of data or disclosure of data due to acts or omissions of Customer or its employees, end -user errors or release of administrator password. 506. Hard Drive Security: If 'bizhub SECURE' or a comparable option has been ordered, KMBS will provide advanced security services. These services include real-time, hard -drive encryption (It uses either one-time overwrite or three times overwrite in compliance with U.S. Department of Defense standards) and document data security through disk over -write as well as user mailbox data deletion, HOD encryption, HOD lock and administrative password (according to Customer policy). 507. Professional Services Projects: When requested by the Customer, KMBS can provide professional services associated with the enhancement of the Customer's printing, network connectivity, end of life hard drive disposal, fleet management, user experience, production management, job tracking and document environment. Such projects will be quoted and upon approval, performed and billed at Master Agreement rates. Meter and related 600. Fleet Device Monitoring: If the Customer agrees to allow KMBS to install and maintain server based software to monitor the printing devices on the Customer network, and the monitoring software cannot reliably operate in the Customer's environment for any reason, KMBS reserves the right to suspend or terminate services under this Agreement. Renewal and Maintenance 700. Auto Add of Equipment: Where the use of 'Fleet Device Monitoring' as part of a managed print program has been agreed to, it will be used to detect new devices and add such devices to this Agreement at Master Agreement rates. The added device(s) will be covered under the terms of this Agreement. The Customer will be notified via email and may reject the addition of the device(s) by contacting KMBS. Page 92 of 94 Copiers & Managed Print Services - RFP.NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS N 140597 0 KMBS Site Agreement Schedule B KCMACA ROOLTA Device Type Make Modd Serial No. Special Conaiderabon Page 93 of 94 Copiers & Managed Print Services - RFP-NP-18-001, NASPO ValuePoint Master Agreement Terms and Conditions, CMS # 140597 ATTACHMENT K, SOFTWARE END USER LICENSE AGREEMENTS q_= D EFI OPTITEX Equitrac EULApdf Hyland EULApdf EULA.docx L3 D KONICA EULA.pdf LANTRONIX EULA.pdf OnBase EULA.docx Open Text EULA.pdf Pharos SaaS Prism Software Agreement.docx EULApdf D Solimar Systems Square 9 EULA.pdf EULA.pdf ® J� MPI EULA doc PageDNA EULA.docx L3 QAI EULA.pdf ITC Systems EULAdocx My5temlots EULA.docx PaperCut EULAdocx El Quite Imposing Plus EULApdf Jamex EULA.docx ©— Nintex EU1Adocx _.., ® , Pharos On Premise EULA.doc 11 RSA EULA.pdf 11 Knot EULA.pdf L3 Nuance EULApdf elf Pharos SaaS Agreement.docx L3 School Gate Guardian EULA.pdf Page 94 of 94 Copiers & Managed Print Services - RFP-NP-1 B-001, NASPO ValuePoint Master Agreement Terms and Conditions. CMS N 140597 NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado Master Agreement #: 140597 Contractor: Konica Minolta Business Solutions U.S.A., Inc. Participating State: State of Florida, Agreement No. 44000000-NASPO-I9-ACS 1. Scope: This Addendum covers the NASPO ValuePoint Master Agreement for Copiers and Managed Print Services led by the State of Colorado, for use by state agencies and other entities located in the State of Florida and authorized by that state's statutes to utilize state contracts with the prior approval of the state's Chief Procurement Officer. 2. Order of Precedence: a) This Participating Addendum and all Amendments; b) State of Florida Exhibit A Additional Special Contract Conditions; c) State of Florida Exhibit B Special Contract Conditions; d) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits; e) An Order issued against the Master Agreement; f) The Solicitation, RFP-NP-18-001, Copiers and Managed Print Services; g) The Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and h) The Contractor's Supplemental Documents, including all Attachments. 3. Term of the Participating Addendum: a) Initial Term: The initial term of this Participating Addendum will become effective on the last date the document is signed by all Parties, whichever is later, and shall be effective through December 31, 2021, unless terminated earlier, in accordance with the Special Contract Conditions. b) Renewal: Upon agreement of the Parties, the Department and the Contractor may renew this Participating Addendum in accordance with section 287.057(13), Florida Statutes, and Rule 60A-1.048, Florida Administrative Code. Renewals must be in writing and are subject to the same term, conditions, and modifications set forth in this Participating Addendum. The Contractor and Purchasing Entities may negotiate renewal term pricing, which shall not exceed the pricing provided during the initial term as set forth in the Master Agreement. 4. Product Offerings: The Contractor is authorized to provide the Products listed below: • Group A — MFD, A3 • Group B — MFD, A4 • Group C — Production Equipment Page 1 of 4 NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado • Group D — Single -function Printers • Group E — Large/Wide Format Equipment • Group F — Scanners • Managed Print Services (MPS) • Software 5. Service Offerings: The Contractor is authorized to provide Services listed below: • Managed Print Services —Attachment F (Konica Sample MPS Statement of Work), of the Master Agreement, provides a framework for any ensuing MPS engagement. Prior to any commencement, all MPS engagements must be agreed to and signed by both Customer and Contractor. • Maintenance Agreements: • Automatic renewals are not permitted. • Contractor shall have the ability to blend the Service and Supply costs over a large Equipment fleet. • Manual Meter Reads - As part of its Services, Contractor may, at its discretion and dependent upon device capabilities, provide electronic remote meter reading and equipment monitoring. This may allow for automated meter reading and submission, automatic placement of low toner alerts, automatic placement of service calls in the event of a critical Product failure and may enable firmware upgrades. • Customer -Owned Equipment - Customers may elect to enter into a Maintenance Agreement for Equipment they already own, or Equipment they acquire through an up -front purchase. 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. The Maintenance Agreement shall not be subject to automatic renewals. • Lease Equipment - Contractor shall be required to provide a Maintenance Agreement on all Equipment that is leased by a Customer. The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge. Participating State or Entity must check one of the boxes below. These modifications or additions apply only to actions and relationships within the State of Florida. A Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to its contractual relationship with the Contractor under the Terms and Conditions of the State of Colorado NASPO ValuePoint Master Agreement. ] No changes to the terms and conditions of the Master Agreement are required. Page 2 of 4 NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado [ X ] The following changes are modifying or supplementing the Master Agreement terms and conditions: Exhibit A Additional Special Contract Conditions Exhibit B — Special Contract Conditions 6. Master Price Agreement Number: All purchase orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the NASPO ValuePoint Master Agreement number: 140597 7. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Name Kristen McKenna Address 100 Williams Drive, Ramsey, NJ 07446 Telephone 703.563.5131 E-mail kmckenna@kmbs.konicaminolta.us Participating Entity Name Christia Nunnery Address 4050 Esplanade Way, Tallahassee, FL 32399-0950 Telephone 850.488.8367 E-mail Christia.Nunner dms.m lorida.com IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. Participating State: Florida Contractor: Konica Minolta Business Solutions U.S.A., Inc. By: By: Name: Name: Title: Title: Date: Date: Page 3 of 4 NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado ,*npsvo ValuePoint [ J] The following changes are modifying or supplementing the Master Agreement terms and conditions: Exhibit A — Additional Special Contract Conditions Exhibit B — Special Contract Conditions fL Master Price Agreement Number: All purchase orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the NASPO ValuePoint Master Agreement number: 140597 7. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Name Kristen McKenna Address 100 Williams Drive, Ramsey, NJ 07446 Telephone 703.563.5131 E-mail kmckennaiu kmbs.konicaminolta.us Particioatinp- Entity Name Christia Nunnery Address 4050 Esplanade Way, Tallahassee FL 32399-0950 Telephone 850.488.8367 -mail Christia.Nunne mdms.m florida.com IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. Participating State: Contractor: Florida Konica Minolta Business Solutions U.S.A., Inc. By: _ By: Name: V Name: Kristen McKenna QIV Title: Title: State Contract Manager Date: Date: Page 3 of 4 NASPO ValuePoint PARTICIPATING ADDENDUM STATE OF FLORIDA COPIERS AND MANAGED PRINT SERVICES Led by the State of Colorado For questions on executing a Participating Addendum, please contact: NASPO ValuePoint Cooperative Development Coordinator: Ted Fosket Telephone: (907) 723-3360 Email: tfosket@naspovaluepoint.org [Please email fully executed PDF copy of this document to PA5nawovaluepoint.org, to support documentation of participation, and to post in appropriate data bases] Page 4 of 4 Department of MANAGEMENT SERVICES �• We serve those who serve Florida ADDITIONAL SPECIAL CONTRACT CONDITIONS Exhibit A The following changes are modifying or supplementing the Master Agreement terms and conditions. (These modifications or additions apply only to actions and relationships within the Participating Addendum.) Upon execution of the Participating Addendum, Customers may purchase products and services under contract using the State of Florida Alternate Contract Source Number 44000000- NASPO-19-ACS. Customers acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in this document. A. Contractor acknowledges that Participating State is an agency of the State of Florida and mandated by the State of Florida that every contract must include the list of terms and conditions stated in the Additional Special Contract Conditions and Special Contract Conditions. a. Vendor Registration: In order to complete any transaction between an Individual Customer and the Contractor, the Contractor must be registered in MyFloridaMarketPlace. b. Purchases: In order to procure products and services hereunder, Customers shall issue purchase orders or use a purchasing card which shall reference Florida Alternate Contract Source Number 44000000-NASPO-19-ACS. Customers are responsible for reviewing the terms and conditions of this PA including all Exhibits. c. Additional Customer Terms: If any additional ordinance, rule, or other local governmental authority requires additional contract language before a Customer can make a purchase under this PA, the Customer is responsible for entering a separate agreement with the Contractor and capturing that additional contract language therein. d. The State of Florida's performance and obligation to pay under this PA is contingent upon an annual appropriation by the Legislature. The vendor shall comply with section 11.062, Florida Statutes and section 216.347, Florida Statutes, prohibiting use of funds to lobby the Legislature, Judicial, or state agencies. B. Product Offerings: The Contractor is authorized to provide Products as referenced in Section 4 of the State of Florida Participating Addenda. Any Product Offerings not listed are not approved. C. Service Offerings: The Contractor is authorized to provide Services as referenced in Section 5 of the State of Florida Participating Addenda. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services D. Employment Eligibility Verification: The language of Subsection 13.2 of the Special Contract Conditions regarding E-Verify shall apply to resellers as well as other subcontractors. E. Price List/Preferred Price: The Contractor's price list will be the same as the NASPO ValuePoint price list, and the Department will post a link on the Department's website to the price list posted on the NASPO ValuePoint website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Customers wherever possible. F. Orders: Any Order placed by a Customer for a Product and/or Service available from this Participating Addendum shall be deemed to be a sale under and governed by the terms and conditions of the Participating Addendum. To the extent the Customer and the Contractor agree on additional terms, the terms will be documented on the Customer Order, and signed by both parties. G. Contractor must be able to accept purchase orders via fax, e-mail, or the MyFloridaMarketPlace (MFMP). H. Electronic Invoicing: The Contractor may supply electronic invoices in lieu of paper - based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below: a. EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog goods and services. b. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non -catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider of MFMP, a state contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third -party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the contract. The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. Product Installation & Invoicing: Unless otherwise agreed to by both parties, signing the delivery and acceptance ("D&A") certificate constitutes Acceptance of the Product(s) and allows Contractor to invoice for the Product(s). Failure to sign the D&A or reject the Product(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Customer. Contract No. 44000000-NASPO-I9-ACS Copiers & Managed Print Services Contractor will provide timely billing and Customer will notify Contractor, in writing, of any billing concern. In order for Contractor to generate accurate service invoices, Purchasing Entities shall provide meter reads within the Contractor(s) requested timeframe. Invoices that are generated without receiving the proper meter read information from the Customer will not be considered inaccurate. The Customer shall provide written notice of any alleged invoicing issue(s) and the Contractor will be allowed a thirty (30) day cure period to address any such issue. 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. J. Not Specifically Priced ("NSP") Open Market Items: Not Specifically Priced (NSP) items compliment or enhance the Products and/or Services offered under the resulting Master Agreement(s). NSP items will not include: Interactive White boards; Computers, monitors, or other related items; Fax machines; Overhead Projectors; and Cameras. NSP items may only be acquired through the Contractor(s) or their Authorized Dealer(s) and must be reported quarterly with all other sales under the resulting Master Agreement(s). NSP items must be priced at a minimum discount of 15% from MSRP or List Price. NSP items shall not be offered to a Customer 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. K. Software: Customers that acquire software shall be subject to the license agreements distributed with such software. Software subscriptions shall not be subject to automatic renewals. Customers shall have the option to finance software subscriptions by utilizing Contractor lease and rental rates. Notwithstanding the foregoing, in the event of a conflict in language between an end user license agreement (EULA) and the Master Agreement, the language in the Master Agreement will supersede and control. In addition, any language in a EULA which violates a participating state's constitution or a statute of that state; or violates the laws of a local entity making a purchase, will be deemed void, and of no force or effect, as applied to the participating or Customer. L. Contract Reporting: The Contractor shall report information on orders received from Customers associated with this PA. The Contractor shall submit reports in accordance with the following schedule: Report Period Covered Due Dates MFMP Transaction Report Calendar month 15th calendar day of the month following the receipt of payment for the vendor's good or services. Contract Quarterly Sales State's Fiscal 15 calendar days after close of the period Report Quarter No favorable action will be considered for any contractor who has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports or any other documentation to include fees / monies that is required under this Contract Contract No. 44000000-NASPO- 1 9-ACS Copiers & Managed Print Services a. Contract Quarterly Sales Report: The Contractor agrees to submit a Quarterly Sales Report to the Department's Contract Manager within 15 calendar days after the close of each State Fiscal quarter. Quarterly reporting timeframes coincide with the State Fiscal Year as follows: Quarter 1 - (July -September) — due 15 calendar days after close of the period Quarter 2 - (October -December) — due 15 calendar days after close of the period Quarter 3 - (January -March) — due 15 calendar days after close of the period Quarter 4 - (April -June) — due 15 calendar days after close of the period Quarterly Reporting periods should coincide with the PA term and begin the quarter following PA execution. Reports must be submitted in MS Excel format and can be retrieved by accessing the following link at FL DMS Quarterly Sales Report Form. The report will include all sales (orders) from Customers received (associated with this PA) during the period. Initiation and submission of the Quarterly Report is the responsibility of the Contractor without prompting or notification from the Department's Contract Manager. If no orders are received during the period, the Contractor must submit a report stating that there was no activity. If the Contractor fails to submit two consecutive quarterly sales reports, this PA may be terminated for convenience or the Department may choose to not renew the PA. In addition, the Department may require additional sales information such as copies of purchase orders, or ad hoc sales reports. The Contractor shall submit these specific ad hoc requests within the specified amount of time as requested by the Department. b. MFMP Transaction Fee Report: The Contractor is required to submit monthly Transaction Fee Reports in the Department's electronic format. Reports are due 15 calendar days after the end of the reporting period. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and Vendor training presentations available online at the Transaction Fee Reporting and Vendor Training subsections under Vendor on the MFMP website: MFMP Transaction Fee and Reporting. Assistance is also available with the Transaction Fee Reporting System from the MFMP Customer Service Desk by email at feeprocessinq(@myfloridamarketplace.com or telephone 866-FLA-EPRO (866- 352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time. M. Ad hoc Reports: The Department reserves the right to require additional reports or information pertaining to this PA and any resulting purchase orders or contracts with customers. The Contractor must submit a report or information within five (5) business days after receipt of a Department request, unless otherwise approved by the Department. N. Financial Consequences: The following financial consequences will apply for nonperformance of the contract by a Contractor. The State reserves the right to withhold payment or implement other appropriate remedies, such as contract termination or nonrenewal, when the Contractor has failed to perform/comply with provisions of the PA. These consequences for non-performance are not to be considered penalties. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services The financial consequences will be paid via check or money order and made out to the Department of Management Services in US Dollars within 30 calendar days after the required report submission date. These consequences are individually assessed for failures over each target period beginning with the first full month or quarter of the contract performance and every quarter thereafter. Performance Metrics Quarterly Sales Report Submission Monthly Transaction Fee Report Description Quarterly Sales Report are due on or before the 1511 calendar day after close of a quarter. Transaction Fee Report are due on or before the 151h calendar day after close of the period. Performance Financial Target Consequence Frequency for Non- Performance 100% Quarterly $250 100% Monthly $100 O. Financial Consequences for Non -Performance: If the Department determines that the Contractor has failed in any quarter to meet requirements of the Service Level Agreement for two or more standards, the Department may assess the Contractor a fee in accordance with the Service Level Agreement table incorporated herein. These consequences of non-performance shall not be considered penalties. P. Business Review Meetings: The Department reserves the right to schedule business review meetings as frequently as necessary. The Participating State will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Participating State/Entity for review and acceptance. The Contractor shall address the agenda items and any of the Participating State's additional concerns at the meeting. At minimum, the parties shall meet to discuss: a. Program compliance b. Program trending review c. Savings report: Hard dollar and soft dollar d. Spend report e. Subcontractor and contingent staff performance f. Recommendations for improved compliance and performance Failure to comply with this section may result in the Contractor being found in default and PA termination. Q. Certification of Drug -Free Workplace: In executing this PA, Contractor certifies that it has implemented a drug -free workforce program. R. Resellers/Partners: The Contractor may use resellers/partners in order to provide equipment and services. All resellers/partners shall be the direct responsibility of the Contractor. The Contractor is responsible for all liability, terms and conditions within Master Agreement and this Addendum. The Contractors resellers/partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Addendum. If a reseller/partner is authorized to conduct Contract No. 44000000-NASPO-I9-ACS Copiers & Managed Print Services business on behalf of the Contractor and the reseller/partner is to receive compensation from the Contractor for its services, then any dispute between the Contractor and the reseller/partner shall be resolved between the Contractor and the reseller/partner. The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/partners. The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such resellers/partners and shall ensure that all such resellers/partners meet the following requirements: The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such subcontractors and shall ensure that all such subcontractors meet the following requirements: • Have an ACTIVE Registration with the Florida Department of State, Division of Corporations (www.sunbiz.org) • Registered in the MFMP Vendor Information Portal (https://vendor.myfloridamarketplace.com) • Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists http://www.dms.myflorida.com/business operations/State purchasing/vendor inf ormation/convicted suspended discriminatory complaints vendor lists • Have a copy of e-Verify Status on file • Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor. myfloridacfo.com ) S. Lease Early Termination Charges: Except in the case of Non -appropriation of funds Straight Leases shall be subject to an early termination charge and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less. T. The following sections replace and supersede the corresponding sections of the Special Contract Conditions, Exhibit B: 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and reasonable attorney's fees, arising from or relating to any third party claims that the equipment and/or products leased or purchased under this agreement ( "Products") Contract No. 44000000-NASPO-I9-ACS Copiers & Managed Print Services violate or infringe a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. Notwithstanding the foregoing, Contractor shall have no liability for any claims which are attributable to: (a) any modification or alteration of the Products made by any party other than Contractor; or (b) any combination of the Products with or any use of the Products with other products, parts, accessories or consumables manufactured by any party other than Contractor; or (c) specifications, designs, standards or instructions provided to Contractor by Customer; or (d) any other cause or reason not attributable to Contractor The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting As a condition of this indemnification, the Customer may will provide the Contractor (1) prompt written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. Notwithstanding any other provision of the Contract, Contractor's total liability to the State arising out of this Contract or the products or services provided thereunder, regardless of the legal theory upon which such liability may be based, shall not exceed the greater of $250,000 or in the aggregate one and one- half (1.5) times the total payments made by the State to Contractor for the products or services in question in the twelve (12) months immediately preceding the first occurrence of the event giving rise to such liability. 9 Data Security. The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department without undue delay. "Security breach" for purposes of this section will refer Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services 7 to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post -incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Department acknowledges the Contractor's need to maintain Contractor's ISO 27001 certification or comparable security certifications and clearances. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the Department Customer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in Section N of the Additional Special Contract conditions will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Department acknowledges the Contractor's need to maintain Contractor's ISO 27001 certification or comparable certifications or clearances. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections. Contract No. 44000000-NASPO-19-ACS Copiers & Managed Print Services H. SPECIAL CONTRACT CONDITIONS Exhibit B Table of Contents SECTION1. DEFINITION...........................................................................................................................2 SECTION 2. CONTRACT TERM AND TERMINATION.................................................................................2 SECTION3. PAYMENT AND FEES.............................................................................................................3 SECTION 4. CONTRACT MANAGEMENT..................................................................................................4 SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6 SECTION6. MISCELLANEOUS..................................................................................................................7 SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9 SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY..............................................................................................................................................10 SECTION9. DATA SECURITY..................................................................................................................12 SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13 SECTION 11. CONTRACT MONITORING................................................................................................14 SECTION 12. CONTRACT AUDITS...........................................................................................................15 SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16 SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17 In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Special Contract Conditions. SP approved version 7-1-2019 SECTION 1. DEFINITION. The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.): 1.1 Customer. The agency or eligible user that purchases commodities or contractual services pursuant to the Contract. SECTION 2. CONTRACT TERM AND TERMINATION. 2.1 Initial Term. The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later. 2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S. 2.3 Suspension of Work and Termination. 2.3.1 Suspension of Work. The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. The Contractor will not resume performance of the Contract or purchase order until so authorized by the Department. 2.3.2 Termination for Convenience. The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor. 2.3.3 Termination for Cause. If the performance of the Contractor is not in compliance with the Contract requirements or the Contractor has defaulted, the Department may: (a) immediately terminate the Contract; (b) notify the Contractor of the noncompliance or default, require correction, and specify the date by which the correction must be completed before the Contract is terminated; or (c) take other action deemed appropriate by the Department. SP approved version 7-1-2019 2 SECTION 3. PAYMENT AND FEES. 3.1 Pricing. The Contractor will not exceed the pricing set forth in the Contract documents 3.2 Price Decreases. The following price decrease terms will apply to the Contract: 3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders; 3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing offered under comparable contracts. Comparable contracts are those that are similar in size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must annually submit an affidavit from the Contractor's authorized representative attesting that the Contract complies with this clause. 3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. The Contractor must submit documentation identifying the proposed: (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then -authorized prices. 3.3 Payment Invoicing. The Contractor will be paid upon submission of invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer. Invoices must contain sufficient detail for an audit and contain the Contract Number and the Contractor's Federal Employer Identification Number. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract's term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor's performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract. 3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing and may be reimbursed only in accordance with section 112.061, F.S. 5P approved version 7-1-2019 3 3.6 Annual Appropriation. Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 3.8 Taxes. Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law. 3.9 Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment. SECTION 4. CONTRACT MANAGEMENT. 4.1 Composition and Priority. The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter. 4.2 Notices. All notices required under the Contract must be delivered to the designated Contract Manager in a manner identified by the Department. 4.3 Department's Contract Manager. The Department's Contract Manager, who is primarily responsible for the Department's oversight of the Contract, will be identified in a separate writing to the Contractor upon Contract signing in the following format: Department's Contract Manager Name SP approved version 7-1-2019 4 Department's Name Department's Physical Address Department's Telephone # Department's Email Address If the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract. 4.4 Contractor's Contract Manager. The Contractor's Contract Manager, who is primarily responsible for the Contractor's oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format: Contractor's Contract Manager Name Contractor's Name Contractor's Physical Address Contractor's Telephone # Contractor's Email Address If the Contractor changes its Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract. 4.5 Diversity. 4.5.1 Office of Supplier Diversity. The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority -owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority -owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com. 4.5.2 Diversity Reporting. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Contract. 4.6 RESPECT. Subject to the agency determination provided for in section 413.036, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; SP approved version 7-1-2019 AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM. OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about RESPECT and the commodities or contractual services it offers is available at https://www.respectoffloriaa.org. 4.7 PRIDE. Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at https://www.pride-enterprises.org. SECTION 5. COMPLIANCE WITH LAWS. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference. 5.2 Dispute Resolution, Governing Law, and Venue. Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives all privileges and rights relating to venue it may have under Chapter 47, F.S., and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to, those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department. 5.3 Department of State Registration. SP approved version 7-1-2019 6 Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity. 5.4 Suspended, Convicted, and Discriminatory Vendor Lists. In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract. 5.5 Scrutinized Companies - Termination by the Department. The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. 5.6 Cooperation with Inspector General and Records Retention. Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for the longer of five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State's Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract. SECTION 6. MISCELLANEOUS. 6.1 Subcontractors. The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority -owned small businesses. The SP approved version 7-1-2019 Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities. 6.2 Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor. 6.3 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract. 6.4 Inspection and Acceptance of Commodities. 6.4.1 Risk of Loss. Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier's bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of lading and damage inspection report. 6.4.2 Rejected Commodities. When a Customer rejects a commodity, Contractor will remove the commodity from the premises within ten (10) calendar days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of such commodities. Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities. 6.5 Safety Standards. Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements. 6.6 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516. SP approved version 7-1-2019 6.7 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Contract Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach. 6.8 Waiver. The delay or failure by the Department or the Customer to exercise or enforce any rights under the Contract will not constitute waiver of such rights. 6.9 Modification and Severability. The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid. 6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(5), F.A.C. SECTION 7. LIABILITY AND INSURANCE. 7.1 Workers' Compensation Insurance. The Contractor shall maintain workers' compensation insurance as required under the Florida Workers' Compensation Law or the workers' compensation law of another jurisdiction where applicable. The Contractor must require all subcontractors to similarly provide workers' compensation insurance for all of the latter's employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers' Compensation statutes, the Contractor must provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected. 7.2 General Liability Insurance. The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract. 7.3 Florida Authorized Insurers. SP approved version 7-1-2019 9 All insurance shall be with insurers authorized and eligible to transact the applicable line of insurance business in the State of Florida. The Contractor shall provide Certification(s) of Insurance evidencing that all appropriate coverage is in place and showing the Department to be an additional insured. 7.4 Performance Bond. Unless otherwise prohibited by law, the Department may require the Contractor to furnish, without additional cost to the Department, a performance bond or irrevocable letter of credit or other form of security for the satisfactory performance of work hereunder. The Department shall determine the type and amount of security. 7.5 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney's fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor's employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. 7.6 Limitation of Liability. Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY. 8.1 Public Records. 8.1.1 Termination of Contract. SP approved version 7-1-2019 10 The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract. 8.1.2 Statutory Notice. Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER. Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency. (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 8.2 Protection of Trade Secrets or Otherwise Confidential Information. 8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information. If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be SP approved version 7-1-2019 11 responsible for responding to and resolving all claims for access to Contract -related materials it has designated trade secret or otherwise confidential. 8.2.2 Public Records Requests. If the Department receives a public records request for materials designated by the Contractor as trade secret or otherwise confidential under Florida or federal law, the Contractor will be responsible for taking the appropriate legal action in response to the request. If the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential, the Department will provide the materials to the requester. 8.2.3 Indemnification Related to Confidentiality of Materials. The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney's fees arising from or relating to its designation of materials as trade secret or otherwise confidential. 8.3 Document Management. The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract. The Contractor must retain all documents related to the Contract for five (5) years after expiration of the Contract or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at the Department of State's Records Management website. 8.4 Intellectual Property. 8.4.1 Ownership. Unless specifically addressed otherwise in the Contract, the State of Florida shall be the owner of all intellectual property rights to all property created or developed in connection with the Contract. 8.4.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in the course, or as a result, of services in connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made through performance of the Contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Contract. 8.4.3 Copyrightable Works. Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed through performance of the Contract are owned solely by the State of Florida. SECTION 9. DATA SECURITY. SP approved version 7-1-2019 12 The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day. "Security breach" for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post -incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. 10.1 Gratuities. The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer's or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee. 10.2 Lobbying. In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term. 10.3 Communications. 10.3.1 Contractor Communication or Disclosure. The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. 10.3.2 Use of Customer Statements. The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor's promotions, press releases, publicity releases, marketing, corporate communications, or other similar communications, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. SP approved version 7-1-2019 13 SECTION 11. CONTRACT MONITORING. 11.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. 11.2 Performance Deficiencies and Financial Consequences of Non -Performance 11.2.1 Proposal of Corrective Action Plan. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time -frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer. 11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies. 11.3 Performance Delay. 11.3.1 Notification. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department's delay. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the DepartmentCustomer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in the Contract documents will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 11.4 Force Majeure, Notice of Delay, and No Damages for Delay SP approved version 7-1-2019 14 The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay, and the delay is due directly to fire, explosion, earthquake, windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly beyond the Contractor's reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State of Florida or to Customers, in which case the Department may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers and the Department with respect to commodities or contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. SECTION 12. CONTRACT AUDITS. 12.1 Performance or Compliance Audits. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor General also have authority to perform audits and inspections. SP approved version 7-1-2019 15 12.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained in accordance with section 8.3 of these Special Contract Conditions. Records of costs incurred will include the Contractor's general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, the State of Florida's Chief Financial Officer, or the Office of the Auditor General. SECTION 13. BACKGROUND SCREENING AND SECURITY. 13.1 Background Check. The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor's employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self -report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re -screen any of its employees, agents, representatives, and subcontractors during the term of the Contract. 13.2 E-Verify. The Contractor must use the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E- Verify System, it will do so within five (5) calendar days of notice of Contract award and provide the Contract Manager a copy of its MOU within five (5) calendar days of Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify case number. 13.3 Disqualifying Offenses. If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court's determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related crimes; (b) Information technology crimes; SP approved version 7-1-2019 16 (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; 0) Misuse of medical or personnel records; and (k) Felony theft. 13.4 Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information. SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. SP approved version 7-1-2019 17 L4SONTC Choice of Champions' Bill To CTYHAL CLERMONT CITY HALL 685 WEST MONTROSE STREET CLERMONT, FL 34711 Vendor 21173 FIFTH THIRD BANK - P-CARD ONLY PO BOX 631456 CINCINNATI, OH 45263-1456 Ship To CTYHAL CLERMONT CITY HALL 685 WEST MONTROSE STREET CLERMONT, FL 34711 Purchase Order Fl" Year 2023 Page 1 of 1 Purchase Order Number 20231638 Purchase Order Date 12/20/2022 Department CITY CLERK Payment Terms Net-30 Days Tax Exempt 85-8012740096C-8 Tax ID 59-6000290 MUNISEMAIL(CD-CLERMONTFL.ORG 232215 DESTINATION SPECIAL INSTRUCTIONS P-CARD PURCHASE: This purchase order is being issued for the purpose of tracking city expenditures. 1 SPLIT-NICOLE MEMBERSHIP THROUGH 12.16.22-12.31.23 1.0000 EACH $120.0000 $120.00 GL #10000 - 15500 $30.00 GL #:10511 - 55400 $90.00 Purchase Order • 111 PURCHASE ORDER TERMS AND CONDITIONS ARE AVAILABLE ON: hftps://www.clermonffl.gov/219/Policy-and-Procedures Approval Date: 12/20/2022 Approver Name: Freddy Suarez ' `r4 '-'oe O Senior Procurement Agent Page 1 of 1