HomeMy WebLinkAboutContract 2024-038ADocusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
AGREEMENT No. 2024-038
MULTI -FUNCTION DEVICES AND RELATED SOFTWARE, SERVICES, AND
CLOUD SERVICES
THIS AGREEMENT is made and entered into this I Ith day of February 2025, 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 07446, (hereinafter referred to as "CONTRACTOR").
WHEREAS, NASPO, through the public procurement process, awarded an Agreement for Multi -
Function Devices and Related Software, Services, and Cloud Solutions Contract No. 187962;
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 187962;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish copiers and managed print services as described in the NASPO
Contract Number 187962, 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 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 Friday, July 31, 2026 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
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convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
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. Equipment leases are subject to the Terms and Conditions as set forth in the
NASPO Master Agreement, Exhibit A, Section III A-F, except as provided in the
Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS Subsection
g., "Early Termination for Convenience of Straight Leases."
C. Upon mutual Agreement of the parties, this Agreement may be renewed for three (3)
additional one (1) year terms.
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 187962 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
there is 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 the CONTRACTOR to notify
CITY will preclude the 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. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR
shall submit an invoice to the CITY upon completion of the services and delivery of products as
set forth in the applicable purchase order. The CITY shall make payment to the CONTRACTOR
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for all accepted deliveries and undisputed products 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 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 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 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
B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage
Occurrence, Combined Single Limit
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The 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 to the extent proximately caused, as determined by a court of
competent jurisdiction in a final adjudication, by the CONTRACTOR's gross negligence
or greater culpability in its performance of its obligations under this Agreement. 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.
CONTRACTOR:
Konica Minolta Business Solutions USA, Inc.
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100 Williams Drive, Ramsey, NJ 07446
Attn: Kristen McKenna, Director, Government Contracts
OWNER:
City of Clermont
685 W. Montrose Street, Clermont, FL 34711
Attn: Tim Murry, Mayor
Either party may change the name of the person receiving notices and the address at which notices
are received by so advising the other party in writing.
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.
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9.6. Assi _ ng ment
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
The CONTRACTOR expressly understands records associated with this project are public records
and agrees to comply with Florida's Public Records law, including the following:
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
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 the termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. The CONTRACTOR shall make reasonable
efforts to provide all records stored electronically to the CITY in a format compatible
with the information technology systems of the CITY.
E. 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, THE
CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
10. AGREEMENT DOCUMENTS
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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 187962.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF CLERMONT
Signed by:
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2BA7692F758C492...
SIGNATURE
Tim Murry
FULL NAME
Mayor
TITLE
4/9/2025
DATE SIGNED
ATTEST
DocuSigned by:
Tn�cy Ac4,a yo( Haws
3AD7F34905B344A...
SIGNATURE
Tracy Ackroyd Howe
FULL NAME
City Clerk
TITLE
4/ 10/2025
DATE SIGNED
no
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KONICA MINOLTA BUSINESS SOLUTIONS USA, INC.
Es
Signed by:
(hff At, hc�hb ,
BBCDCB32514F49D...
SIGNATURE
Scott M. McCool
FULL NAME
Vice President - Government Sales and Marketing
TITLE
4/9/2025
DATE SIGNED
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Nasvo
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, 5th Floor
Denver, Co 80203
And
Konica Minolta Business Solutions USA Inc.
100 Williams Drive
Ramsey, NJ 07446
Master Agreement Number: 187962
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Contents
................................................................................................................................................................1
MASTER AGREEMENT TERMS AND CONDITIONS.............................................................................4
Definitions...............................................................................................................................4
11.
Parties and Term of the Master Agreement............................................................................9
111.
Order of Precedence...............................................................................................................
9
IV.
Participants and Scope.........................................................................................................10
V.
NASPO ValuePoint Provisions..............................................................................................11
VI.
Pricing, Payment & Leasing..................................................................................................14
VII.
Ordering................................................................................................................................16
Vill.
Shipping and Delivery...........................................................................................................18
IX.
Inspection and Acceptance...................................................................................................19
X.
Warranty................................................................................................................................21
XI.
Equipment Title.....................................................................................................................22
XII.
Indemnification......................................................................................................................22
XIII.
Insurance..............................................................................................................................23
XIV.
General Provisions................................................................................................................25
SIGNATUREPAGE...............................................................................................................................32
EXHIBIT A — STATEMENT OF WORK..................................................................................................33
ProductOverview..................................................................................................................33
11. Master Agreement Deliverables............................................................................................ 34
III. Purchase, Lease and Rental Programs.................................................................................46
IV. Contractor Responsibilities and Tasks.................................................................................. 52
EXHIBIT B — SAMPLE D&A CERTIFICATE..........................................................................................62
EXHIBIT C — AUTHORIZED DEALER FORM.......................................................................................63
EXHIBIT D — AUTHORIZED DEALERS BY STATE..............................................................................64
ATTACHMENT 1 —
KMBS MASTER LEASE AGREEMENT.................................................................65
ATTACHMENT 2 —
KMBS MASTER PREMIER ADVANTAGE SCHEDULE WITH MAINTENANCE ...67
ATTACHMENT 3 —
KMBS MASTER PREMIER LEASE SCHEDULE WITHOUT MAINTENANCE ......69
ATTACHMENT 4 —
KONICA STANDARD MAINTENANCE TERMS AND CONDITIONS SCHEDULE
70
ATTACHMENT 5 —
KMBS MIPA AGREEMENT....................................................................................71
ATTACHMENT 6 —
KMBS MIPA SCHEDULE.......................................................................................72
ATTACHMENT 7 —
KMBS MUNICIPAL AUTHORIZATION..................................................................73
ATTACHMENT 8 —
KMBS WARRANTY CUSTOMER ONE GUARANTEE..........................................74
ATTACHMENT 9 —
KMBS MPS SITE AGREEMENT............................................................................75
ATTACHMENT 10
— KMBS ECM HOSTING SOW...............................................................................77
ATTACHMENT 11
— KMBS ECM SOFTWARE SUBSCRIPTION SOW................................................78
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ATTACHMENT 12 - KMBS SSD DISPOSAL OPTIONS.......................................................................79
ATTACHMENT 13 - KMBS INCUMBENCY CERTIFICATE..................................................................82
ATTACHMENT 14 - KONICA CUSTOMER EXPECTATION GUIDE SOLUTIONS SUPPORT ............ 83
ATTACHMENT 15 - KONICA SAMPLE MPS STATEMENT OF WORK...............................................84
ATTACHMENT 16 - KONICA EQUIPMENT REMOVAL AUTHORIZATION FORM .............................85
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MASTER AGREEMENT TERMS AND CONDITIONS
I. Definitions
1.1 A3 MFD - A Multi -function Device which is designed to handle letter, legal, ledger and
some smaller paper sizes, such as postcards and envelopes.
1.2 A4 MFD — A Multi -function Device which is designed to handle letter, legal and some
smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option
on this Device.
1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor
that the Device has passed its Acceptance Testing. Acceptance of a Product for which
Acceptance Testing is not required shall occur following the completion of delivery,
installation, if required, and a reasonable time for inspection of the Product, unless the
Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section
IX of this Master Agreement.
1.4 Accessory — A compatible item that is added to the Base Unit to enhance its capabilities
and functions.
1.5 Attachment — Contractor's Supplemental Documents consist of the following:
1.5.1 Attachment 1 — KMBS Master Lease Agreement
1.5.2 Attachment 2 — KMBS Master Premier Advantage Schedule with Maintenance
1.5.3 Attachment 3 — KMBS Master Premier Lease Schedule without Maintenance
1.5.4 Attachment 4 — Standard Maintenance Terms and Conditions Schedule
1.5.5 Attachment 5 — KMBS MIPA Agreement
1.5.6 Attachment 6 — KMBS MIPA Schedule
1.5.7 Attachment 7 — KMBS Municipal Authorization
1.5.8 Attachment 8 — KMBS Warranty Customer One Guarantee
1.5.9 Attachment 9 — KMBS MPS Site Agreement
1.5.10 Attachment 10 — KMBS ECM Hosting SOW
1.5.11 Attachment 11 — KMBS ECM Software Subscription SOW
1.5.12 Attachment 12 — KMBS SSD Disposal Options
1.5.13 Attachment 13 — KMBS Incumbency Certificate
1.5.14 Attachment 14 — Konica Customer Expectation Guide Solutions Support
1.5.15 Attachment 15 — Konica Sample MPS Statement of Work
1.5.16 Attachment 16 — Konica Equipment Removal Authorization Form
1.6 Authorized Dealer — The Manufacturer's authorized sales and Service center (also known
as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the
Manufacturer's Products, and perform machine installation and maintenance on Devices
offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the
sales and service center to view and test Device.
1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that
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include all standard Accessories and parts and excludes optional Accessories and/or
software.
1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on
one or more Devices and calculating one rate that a customer will be billed for all copies,
regardless of Device type and b&w or color output. Allows for simplicity when billing copies
run.
1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.
1.10 Business Day — Any day other than Saturday, Sunday, or a legal holiday.
1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves
the acquisition of the Device by the Purchasing Entity, and consists of any current and past
due amount, plus the remaining stream of Device Payments.
1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that
involves the return of the Device by the Purchasing Entity to Contractor, in good working
condition (ordinary wear and tear excepted), and consists of any current and past due
amounts, plus the remaining stream of Device Payments.
1.13 Cancellable Rental - An agreement that is cancellable upon the Purchasing Entity
providing the Contractor with a thirty (30) day written notice, and is subject to a maximum
penalty of up to three (3) months of Total Monthly Payments. Device ownership is not an
option.
1.14 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be
referred to as a $1 Buyout Lease and title of the Device will automatically pass from the
Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing
Entity will not be subject to additional payments in order to assume ownership. However, it
will be at the discretion of the Participating State or Entity as to whether other criteria will
also be considered, such as a bargain purchase option, a lease term longer than 75% of
the estimated economic life of the Device, or the present value of the lease payments is
greater than 90% of the fair market value of the Device at the beginning of the Initial Lease
Term, or any other legal requirements relating to a Capital Lease.
1.15 Ceiling Pricing - Pricing that is established as a "not -to -exceed" amount; the maximum
price Contractor may charge for Products, Services, and Supplies.
1.16 Contractor - A party to this Master Agreement, whether a person or entity, that delivers
goods or performs services under the terms set forth in this Master Agreement.
1.17 Coterminous - Two or more leases or rentals that end at the same time. The original lease
or rental payment is modified to reflect the addition of a new piece of Device or Accessory.
The original term of the lease or rental is not modified as a result of a Coterminous addition.
1.18 Deliverable - A Product, Service, solution, result, labor, or other effort being sought through
this RFP.
1.19 Device - The Base Unit, either with or without optional Accessories and/or software. May
also be referred to as "Equipment."
1.20 Device Downtime - The period of time that a Device is waiting for Service to be completed.
1.21 Device Payment - The Device portion of the payment, less any Service, Supplies, and
maintenance.
1.22 Device Trade -In - An agreed upon transaction between the Purchasing Entity and
Contractor, in which Contractor takes ownership of Purchasing Entity's owned Device,
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often for a discounted amount.
1.23 Device Upgrade or Downgrade - A replacement of the Purchasing Entity's existing lease
or rental Device, with a different piece of Device, of either greater or lesser value. A new
lease or rental is then originated for the new piece of Device, with the remaining lease or
rental payments on the old Device wrapped into it. The old lease or rental is closed out,
and the Device is returned to Contractor.
1.24 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates
and selects Device according to a list of preferred environmental attributes. EPEAT
registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment
of Imaging Device, as amended.
1.25 Embedded Software - One or more software applications which permanently reside on a
computing Device.
1.26 Energy Star - The U.S. Environmental Protection Agency's standard for energy efficiency.
1.27 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1)
Take title to the Device at the end of the Initial Lease Term by paying the residual value to
Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to
Contractor at the end of the Initial Lease Term.
1.28 Free on Board (FOB) Destination - Contractor is responsible for transportation and
handling charges and the sale does not occur until the Products arrive at the Purchasing
Entity's specified location.
1.29 Group - The classification for the different types of Devices solicited in this RFP. Groups
are determined by the Devices primary functions and/or capabilities.
1.30 Initial Lease or Rental Term - The length of time (i.e. 12, 18, 24, 36, 48, 60 or 72 months)
that a Purchasing Entity enters into a lease or rental agreement.
1.31 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible
or intangible form, and all rights, title, and interest therein.
1.32 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of
output options.
1.33 Lead State - The State centrally administering any resulting Master Agreement(s) who is
a party to this Master Agreement.
1.34 Legacy Device — A Device that was purchased, leased, or rented either under a prior
NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means.
1.35 Maintenance Agreement - An agreement in which the Contractor provides monthly
Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented
Devices.
1.36 Managed Print Services (MPS) - The management, service, and support of the
Purchasing Entity's entire enterprise and output infrastructure of printed materials, with the
objective of creating a solution that improves the print process and reduces the expense of
printed material.
1.37 Manufacturer - A company that, as its primary business function, designs, assembles, and
owns the trademark/patent and markets a Device. Also referred to as Contractor.
1.38 Manufacturer's Suggested Retail Price (MSRP) - The list price or recommended retail
price of a Product in which the Manufacturer recommends that the retailer sell the Product.
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1.39 Master Agreement - The underlying agreement executed by and between the Lead State,
acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter
amended.
1.40 Multi -function Device (MFD) - A Device which incorporates the functionality of multiple
Devices into one, such as print, fax, copy and scan. Each feature can work independently
of the other.
1.41 NASPO ValuePoint -A division of the National Association of State Procurement Officials
("NASPO"), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the
NASPO cooperative group contracting consortium of state chief procurement officials for
the benefit of state departments, institutions, agencies, and political subdivisions and other
eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit
organizations, etc.) for all states, the District of Columbia, and territories of the United
States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports
and may perform contract administration functions relating to collecting and receiving
reports, as well as other contract administration functions as assigned by the Lead State.
1.42 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented,
leased, sold, or used in a demonstration, and are currently being marketed by the
Manufacturer.
1.43 Normal Business Hours — Defined as the hours between 8AM and 5PM, Monday through
Friday, holidays excluded.
1.44 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are
not listed in the Master Agreement Price List(s). NSP's may include Coin -Op equipment,
empowering software etc.
1.45 OEM — The Original Equipment Manufacturer.
1.46 Order - Any type of encumbrance document or commitment voucher, including, but not
limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement,
lease agreement, rental agreement etc. used by a Purchasing Entity to order the Products
and Services.
1.47 Participating Addendum — A bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any additional Participating
Entity -specific language or other requirements (e.g., ordering procedures specific to the
Participating Entity, entity -specific terms and conditions, etc.).
1.48 Participating Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states properly authorized to enter into a Participating Addendum, that has
executed a Participating Addendum.
1.49 Participating State - A state that has executed a Participating Addendum or has indicated
an intent to execute a Participating Addendum.
1.50 Power Filter - An electronic filter which is placed between an external power line and a
Device for the purpose of removing frequencies or electromagnetic interference.
1.51 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a
satisfactory operating condition by providing systematic inspection, detection, and
correction of failures either before they occur or before they develop into major defects.
1.52 Private Label - Devices that are manufactured by one company and sold under a retailer's
brand name.
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1.53 Production Device - A high-speed, high -quality printing Device that typically has advanced
finishing functionality.
1.54 Product — Devices, Accessories, parts, software, and/or Supplies provided by Contractor
pursuant to the Master Agreement.
1.55 Published Price — The price that is posted on the Manufacturer's website or in their pricing
literature (e.g. not the Master Agreement contract price).
1.56 Purchasing Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states if authorized by a Participating Addendum, that issues a Purchase
Order against the Master Agreement and becomes financially committed to the purchase.
1.57 Refurbished - A Device which has received extensive maintenance and/or minor repair,
including the replacement of all standard parts subject to wear during the normal course of
use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device
shall not have more than 750,000 original copies on it. In addition, Refurbished Device must
only contain OEM parts. Refurbished Device must be certified by the Manufacturer.
1.58 Remanufactured - The process of disassembling Devices known to be worn or defective
that can be reused or brought up to OEM specification by cleaning, repairing or replacing
it in a manufacturing environment and then reassembling and testing it, so that it will
operate like a new Device. Remanufactured Device must be certified by the Manufacturer.
1.59 Renewal Term - A lease term that supersedes the Initial Lease Term, and which a
Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor.
Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the
Useful Life of the Device. Capital Leases are excluded from going into renewal.
1.60 Response Time - The time from when the original Service Call is placed with the
Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing
Entity's location.
1.61 Scanner - A Device that scans documents and converts it into digital data.
1.62 Segment - The various speeds that Devices are categorized by.
1.63 Services — The labor required to be performed by Contractor pursuant to the Master
Agreement or an Order. Services may include, but are not limited to, maintenance, MPS
and software installation.
1.64 Service Base Location - The place of business where the Contractor or Authorized Dealer
stores parts and provides training for service technicians.
1.65 Service Call - An on -site Service technician visit due to Device error or malfunction.
1.66 Single -function Printer - An inkjet or laser Device that only prints and is not capable of
other functions such as copying, faxing or scanning.
1.67 Straight Lease - A type of agreement in which ownership is not an option and the Total
Monthly Payment amount remains firm throughout the Initial Term.
1.68 Supplemental Documents — With the exception of software, end -user and click -wrap
agreements, Contractor's Supplemental Documents are the only authorized documents
under this Master Agreement and are attached hereto as Attachments.
1.69 Supplies - Consumable items that gets used up or are discarded once used, such as ink
cartridges.
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1.70 Third Party — A person or entity that may be directly involved, but is not a principal to an
arrangement, contract, deal, lawsuit, or transaction.
1.71 Total Monthly Payment - The Device portion of the payment, as well as any Service,
Supplies or maintenance, and less any applicable taxes.
1.72 Useful Life - Period during which a Device is expected to be usable for the purpose in
which it was manufactured.
II. Parties and Term of the Master Agreement
2.1 Parties. This Master Agreement is entered into by and between the State of Colorado,
acting by and through the Department of Personnel & 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, Consumable Supplies, Managed Print Services, Software Related
Services (including cloud -based offerings and web -based fleet management tools),
Standalone Production Devices, Industrial Print Equipment, and Specialty Printers as
approved per this Master Agreement, for the benefit of Participating States, Entity's, and
Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions
contained herein.
2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective
date of August 1, 2024. The term of this Master Agreement may be amended beyond the
initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual
agreement of the Lead State and Contractor, by written Amendment. The total duration of
the Master Agreement, including any extensions, shall not exceed five (5) years.
2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered,
modified, supplemented, or amended in any manner whatsoever without prior written
agreement of the Lead State and Contractor.
III. Order of Precedence
3.1 Order. This Master Agreement will consist of the following documents:
3.1.1 A Participating Entity's Participating Addendum ("PA");
3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;
3.1.3 An Order issued against the Master Agreement;
3.1.4 The Solicitation, RFP-NP-23-001, Multi -Function Devices and Related Software,
Services and Cloud Solutions;
3.1.5 Contractor's response to the Solicitation, as revised (if permitted) and accepted by
the Lead State; and
3.1.6 Contractor's Supplemental Documents, which are included as Attachments.
3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict
among these documents will be resolved by giving priority to these documents in the order
listed above. Contractor terms and conditions that apply to this Master Agreement are only
those that are expressly accepted by the Lead State and must be in writing and attached
to this Master Agreement as an Exhibit or Attachment.
3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify,
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or otherwise derogate any provisions in this Master Agreement between the Lead State
and Contractor. Participating Addenda will not include a term of agreement that exceeds
the term of the Master Agreement, nor will it include Products and Services not awarded
under the Master Agreement.
IV. Participants and Scope
4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under
this Master Agreement until a Participating Addendum acceptable to the Participating Entity
and Contractor is executed.
4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and
Conditions are applicable to any Order by a Participating Entity (and other Purchasing
Entities covered by their Participating Addendum), except to the extent altered, modified,
supplemented or amended by a Participating Addendum, subject to Section III. For the
purposes of illustration and not limitation, this authority may apply to unique delivery and
invoicing requirements, confidentiality requirements, defaults on Orders, governing law and
venue relating to Orders by a Participating Entity, indemnification, and insurance
requirements. Statutory or constitutional requirements relating to availability of funds may
require specific language in some Participating Addenda in order to comply with applicable
law. The expectation is that these alterations, modifications, supplements, or amendments
will be addressed in the Participating Addendum or, with the consent of the Purchasing
Entity and Contractor, may be included in the ordering document (e.g., purchase order or
contract) used by the Purchasing Entity to place the Order.
4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state
agencies, political subdivisions and other Participating Entities is subject to applicable state
law and the approval of the respective State Chief Procurement Official. Issues of
interpretation and eligibility for participation are solely within the authority of the respective
State Chief Procurement Official.
4.4 Obligated Entities. Obligations under this Master Agreement are limited to those
Participating Entities who have signed a Participating Addendum and Purchasing Entities
within the scope of those Participating Addenda. States or other entities permitted to
participate may use an informal competitive process to determine which Master
Agreements to participate in through execution of a Participating Addendum. Participating
Entities incur no financial obligations on behalf of other Purchasing Entities.
4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of
each Participating Addendum to pa naspovaluepoint.org to support documentation of
participation and posting in appropriate databases.
4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under
some circumstances sign their own Participating Addendum, subject to the consent of the
Chief Procurement Official of the state where the entity is located. Coordinate requests for
such participation through NASPO ValuePoint. Any permission to participate through
execution of a Participating Addendum is not a determination that procurement authority
exists; the entity must ensure that they have the requisite procurement authority to execute
a Participating Addendum.
4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or
Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a
Participating Addendum, Purchasing Entities may not resell Products purchased under this
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Master Agreement. Absent any such condition or explicit permission, this limitation does
not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products
to the general public as surplus property; and fees associated with inventory transactions
with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws
and regulations. Any sale or transfer permitted by this subsection must be consistent with
license rights granted for use of intellectual property.
4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity
and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master
Agreement and applicable Participating Addendum and will have the same rights and
responsibilities for their purchases as the Lead State has in the Master Agreement and as
the Participating Entity has in the Participating Addendum, including but not limited to any
indemnity or right to recover any costs as such right is defined in the Master Agreement
and applicable Participating Addendum for their purchases. Each Purchasing Entity will be
responsible for its own charges, fees, and liabilities. The Contractor will apply the charges
and invoice each Purchasing Entity individually.
4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor
must secure from the Lead State prior approval for the release of information that pertains
to the potential work or activities covered by the Master Agreement. This limitation does
not preclude publication about the award of the Master Agreement or marketing activities
consistent with any proposed and accepted marketing plan.
4.10 No Representations. The Contractor shall not make any representations of NASPO
ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity's opinion or
position as to the quality or effectiveness of the services that are the subject of this Master
Agreement without prior written consent.
V. NASPO ValuePoint Provisions
5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set
forth in Section V are for the benefit of NASPO ValuePoint as a third -party beneficiary of
this Master Agreement.
5.2 Administrative Fees
5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its
assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent
(0.25% or 0.0025) no later than sixty (60) days following the end of each calendar
quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly
and is based on all sales of products and services under the Master Agreement (less
any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is
not negotiable. This fee is to be included as part of the pricing submitted with a
vendor's response to the Lead State's solicitation.
5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage
Based or Life Cycle Service and Supply sales. This method will no longer
require the Contractor to capture the actual Service and Supply revenues
that are billed to the customer each month.
5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a
piece of Equipment and the actual amount of Service and Supply costs
required to operate that Equipment over its Useful Life. Therefore, to simplify
the reporting process and remove the burden to capture the actual Service
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and Supply costs, the Contractor may report as follows:
5.2.1.2.1 Purchased Equipment: Contractor shall report the actual
amount invoiced (less any taxes) for all Equipment sold under
the reporting period (calendar quarter). In addition, the
Contractor shall report an additional amount equal to the invoice
amount and identified as "Life Cycle Service and Supplies," or
an actual amount and identified as "Usage Based Service and
Supplies," providing the customer elects to enter into a
Maintenance Agreement. Thus, in the Contractor's Detailed
Sales Report, for each item sold, there will be two-line items:
one for the piece of Equipment, and one for the Life Cycle or
Usage Based Service and Supplies. The amount reflected for
the Life Cycle Service and Supplies must be equal to the
amount of the Equipment.
5.2.1.2.2 Lease and Rental Equipment: Contractor may report sales
according to the Purchased Equipment methodology described
above, or they may report the actual amount invoiced (less any
taxes) for the lease or rental during the reporting period
(calendar quarter). In addition, the Contractor shall report an
additional amount equal to the invoice amount and identified as
"Life Cycle Service and Supplies," or an actual amount and
identified as "Usage Based Service and Supplies." Thus, in the
Contractor's Detailed Sales Report, for each item leased or
rented, there will be two-line items: one for the invoice amount
to the customer for the Equipment, and one for the Life Cycle
or Usage Based Service and Supplies. The amount reflected
for the Life Cycle Service and Supplies must be equal to the
amount of the invoiced Equipment.
5.2.2 State Imposed Fees. Some states may require an additional fee be paid by
Contractor directly to the state on purchases made by Purchasing Entities within
that state. For all such requests, the fee rate or amount, payment method, and
schedule for such reports and payments will be incorporated into the applicable
Participating Addendum. Unless agreed to in writing by the state, Contractor may
not adjust the Master Agreement pricing to include the state fee for purchases
made by Purchasing Entities within the jurisdiction of the state. No such agreement
will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid
by Purchasing Entities outside the jurisdiction of the state requesting the additional
fee.
5.3 NASPO ValuePoint Summary and Detailed Usage Reports
5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to
NASPO ValuePoint all Orders under this Master Agreement for which Contractor
has invoiced the ordering entity or individual, including Orders invoiced to
Participating Entity or Purchasing Entity employees for personal use if such use is
permitted by this Master Agreement and the applicable Participating Addendum
("Sales Data"). Timely and complete reporting of Sales Data is a material
requirement of this Master Agreement. Reporting requirements, including those
related to the format, contents, frequency, or delivery of reports, may be updated
by NASPO ValuePoint with reasonable notice to Contractor and without
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amendment to this Master Agreement. NASPO ValuePoint shall have exclusive
ownership of any media on which reports are submitted and shall have a perpetual,
irrevocable, non-exclusive, royalty free, and transferable right to display, modify,
copy, and otherwise use reports, data, and information provided under this section.
5.3.2 Summary Sales Data. "Summary Sales Data" is Sales Data reported as
cumulative totals by state. Contractor shall, using the reporting tool or template
provided by NASPO ValuePoint, report Summary Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty (30) days following the end
of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor
shall submit a zero -sales report.
5.3.3 Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each
Order all information required by the Solicitation or by NASPO ValuePoint,
including customer information, Order information, and line -item details. Contractor
shall, using the reporting tool or template provided by NASPO ValuePoint, report
Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than
thirty (30) days following the end of the quarter. Detailed Sales Data shall be
reported in the format provided in the Solicitation or provided by NASPO
ValuePoint. The total sales volume of reported Detailed Sales Data shall be
consistent with the total sales volume of reported Summary Sales Data.
5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall
provide to NASPO ValuePoint tables of customer and Product information and
specific attributes thereof for the purpose of standardizing and analyzing reported
Sales Data ("Crosswalks"). Customer Crosswalks must include a list of existing
and potential Purchasing Entities and identify for each the appropriate customer
type as defined by NASPO ValuePoint. Product Crosswalks must include
Contractor's part number or SKU for each Product in Contractor's catalog and
identify for each the appropriate Master Agreement category (and subcategory, if
applicable), manufacturer part number, product description, eight -digit UNSPSC
Class Level commodity code, and (if applicable) EPEAT value and Energy Star
rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint
with reasonable notice to Contractor and without amendment to this Master
Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep
Crosswalks updated as Contractor's customer lists and product catalog change.
5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint,
provide NASPO ValuePoint with an executive summary that includes but is not
limited to a list of states with an active Participating Addendum, states with which
Contractor is in negotiations, and any Participating Addendum roll -out or
implementation activities and issues. NASPO ValuePoint and Contractor will
determine the format and content of the executive summary.
5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance
Review
5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint
personnel. Contractor shall present plans to NASPO ValuePoint for the education
of Contractor's contract administrator(s) and sales/marketing workforce regarding
the Master Agreement contract, including the competitive nature of NASPO
ValuePoint procurements, the master agreement and participating addendum
process, and the manner in which eligible entities can participate in the Master
Agreement.
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5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as
Participating Addendums are executed, provide plans to launch the program for
the Participating Entity. Plans will include time frames to launch the agreement and
confirmation that the Contractor's website has been updated to properly reflect the
scope and terms of the Master Agreement as available to the Participating Entity
and eligible Purchasing Entities.
5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual
contract performance review with the Lead State and NASPO ValuePoint, which
may at the discretion of the Lead State be held in person and which may include a
discussion of marketing action plans, target strategies, marketing materials,
Contractor reporting, and timeliness of payment of administration fees.
5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used
by Contractor in sales and marketing until a separate logo use agreement is
executed with NASPO ValuePoint.
5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective
date, notify the Lead State and NASPO ValuePoint of any contractual most -
favored -customer provisions in third -party contracts or agreements that may affect
the promotion of this Master Agreement or whose terms provide for adjustments to
future rates or pricing based on rates, pricing in, or Orders from this Master
Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor
shall provide a copy of any such provisions.
5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion,
cancel the Master Agreement or not exercise an option to renew, when utilization of
Contractor's Master Agreement does not warrant further administration of the Master
Agreement. The Lead State may also exercise its right to not renew the Master Agreement
if the Contractor fails to record or report revenue for three consecutive quarters, upon 60-
calendar day written notice to the Contractor. Cancellation based on nonuse or under -
utilization will not occur sooner than [two years] after execution of the Master Agreement.
This subsection does not limit the discretionary right of either the Lead State or Contractor
to cancel the Master Agreement or terminate for default subject to the terms herein. This
subsection also does not limit any right of the Lead State to cancel the Master Agreement
under applicable laws.
5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial
government or provincially funded entity in Alberta, British Columbia, Manitoba, New
Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island,
Quebec, or Saskatchewan, and territorial government or territorial government funded
entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities,
community colleges, school boards, health authorities, housing authorities, agencies,
boards, commissions, and crown corporations, may be eligible to use Contractor's Master
Agreement.
5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded
Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related
to Contractor's obligations to NASPO ValuePoint under the terms of the Master Agreement,
the terms of which shall be the same or similar (and not less favorable) than the terms set
forth in the Master Agreement.
VI. Pricing, Payment & Leasing
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6.1 Pricing. The prices contained in this Master Agreement or offered under this Master
Agreement represent the not -to -exceed ("celling") price to any Purchasing Entity.
6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of
the Master Agreement, including any renewal terms, however; Contractor may
increase its discount percentage at any time. The Lead State must be notified of
any such discount percentage increase, and provided with a copy of the new Price
List(s).
6.1.2 With the exception of Group C and Sub -Group C1 and C2 Devices, pricing must
include all shipping, delivery, and installation costs associated with the Products.
Excess installation charges however, may be billable. Refer to section IV.E.5 of
Exhibit A, Statement of Work, for more information.
6.1.3 Price Lists received after the 1 st day of the new quarter may not be approved for
up to thirty (30) days following submission. In addition, errors in Contractor Price
Lists may delay the approval process further.
6.1.4 Contractor may update their lease and rental rates once per quarter by providing
the Lead State with documentation regarding said rate changes. Updates to lease
and rental rates will not be permitted until 8/1/2025.
6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master
Agreement (e.g. 8/1/2024 — 7/31/2025). Contractor may then update their pricing
once per calendar year. All requested price increases must be sent to the Lead
State and include documentation from Contractor which provides a detailed
explanation for the increase. While there will not be any restrictions regarding direct
and indirect cost increases, it will be at the Lead State's sole discretion to determine
if the requested increase has a direct correlation to the Deliverables being offered
under the Master Agreement. Price increases shall be allowed for all Products and
all Services, including rate and fee structures on maintenance plans.
6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint.
Contractor shall then update all applicable websites with the new Price Lists after
the NASPO ValuePoint website has been updated. Contractor is not permitted to
send Price List updates directly to NASPO ValuePoint.
6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the
Participating State or Entity, but pricing must not exceed 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 the Master Agreement.
6.1.8 Contractor may offer state-wide promotional discounts, customer location specific
discounts, bulk discounts, or spot discounts. Contractor must notify the
Participating State or Entity of special state-wide promotional discounts.
6.1.9 No retroactive adjustments to prices or rates will be allowed.
6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment
after Acceptance will be made within thirty (30) days following the date the entire order is
delivered or the date a correct invoice is received, whichever is later. After 45 days the
Contractor may assess overdue account charges up to a maximum rate of one percent per
month on the outstanding balance, unless a different late payment amount is specified in a
Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will
be remitted in the manner specified in the Participating Addendum or Order. Payments may
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be made via a purchasing card with no additional charge.
6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws
of some Purchasing Entities may permit the use of leasing or alternative financing methods
for the acquisition of Products under this Master Agreement. Exhibit A, Statement of
Work, contains Leasing and Rental provisions; however, it shall be at the discretion of each
Participating State or Entity to accept these terms, reject these terms, or further negotiate
the terms with the Contractor, as long as those negotiations don't fall outside the original
scope of the RFP or the Master Agreement.
For example: The maximum lease or rental term on Group A Devices is 60 months;
Contractor is not permitted to offer a lease term in excess of this.
VII. Ordering
7.1 Order Numbers. Purchase Order numbers must be clearly shown on all
acknowledgments, packing slips, invoices, and on all correspondence.
7.2 Quotes. Purchasing Entities may define entity -specific or project -specific requirements and
informally compete the requirement among companies having a Master Agreement on an
"as needed" basis. This procedure may also be used when requirements are aggregated
or other firm commitments may be made to achieve reductions in pricing. This procedure
may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and
policies. The Purchasing Entity may in its sole discretion determine which Master
Agreement Contractors should be solicited for a quote. The Purchasing Entity may select
the quote that it considers most advantageous, cost, and other factors considered.
7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate
purchasing procedure and documentation. Contractor is expected to become familiar with
the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies
and/or services contemplated by this Master Agreement.
7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order
or other appropriate commitment document under the law of the Purchasing Entity.
7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master
Agreement and applicable Participating Addendum during the term of the Master
Agreement and Participating Addendum.
7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination
date thereof, but may have a delivery date or performance period up to 120 days
past the then -current termination date of this Master Agreement.
7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the
applicable Participating Addendum, which may further restrict the period during
which Orders may be placed or delivered.
7.5.3 Financial obligations of Purchasing Entities payable after the current applicable
fiscal year are contingent upon agency funds for that purpose being appropriated,
budgeted, and otherwise made available.
7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor shall perform in accordance with the terms of any Orders then
outstanding at the time of such expiration or termination. Contractor shall not honor
any Orders placed after the expiration, cancellation, or termination of this Master
Agreement, or in any manner inconsistent with this Master Agreement's terms.
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7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite
delivery order arrangement priced against this Master Agreement may not be placed
after the expiration or termination of this Master Agreement, notwithstanding the
term of any such indefinite delivery order agreement.
7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or
Entity, all Orders pursuant to this Master Agreement, may contain the following:
7.6.1 Name of Purchasing Entity;
7.6.2 The name, phone number, and address of Purchasing Entity representative;
7.6.3 Order date;
7.6.4 Description of the Product and/or Service ordered;
7.6.5 Model number;
7.6.6 Price;
7.6.7 The Master Agreement number; and
7.6.8 Any additional information required by the Participating State or Entity.
7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess
any additional charges or fees for processing payments via this method.
7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to
provide a centralized billing option.
7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless
otherwise specified by a Participating State or Entity.
7.10 With the exception of drop -shipped items, Contractor and/or Authorized Dealers shall not
issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX.
7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re -stocking fee
for any Products that are not accepted. The amount of the fee shall be the lesser of 10%
of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum.
7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails
to submit the required information within the specified time -frame.
7.13 All software Orders shall reference the Manufacturer's most recent release or version of
the Product, unless the Purchasing Entity specifically requests a different version.
7.14 Contractor and/or Authorized Dealers may bill property tax separately or as otherwise
indicated in a Participating Addendum or an Order.
7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed
invoices, including escalation procedures. In addition, Contractor and/or Authorized
Dealers shall have a process in place for issuing refunds or credits due to invoicing errors,
as well as over -payments and Product returns.
7.16 Internet -based Portal and Electronic Catalogs. If Contractor provides the ability to place an
Order through an internet-based portal or electronic catalog, then Contractor shall maintain
all necessary hardware, software, backup -capacity and network connections required to
operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere
to the following requirements:
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7.16.1 The internet-based portal or electronic catalog shall clearly designate that the
Products are part of the NASPO ValuePoint Master Agreement, and shall link to
the Participating State or Entity's designated web location;
7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed;
7.16.3 If Contractor's electronic catalog will either be hosted on or accessed through the
Participating State's eCommerce system, then Contractor shall comply with all
policies, procedures and directions from the Participating State or Entity in relation
to hosting its catalog on or making its catalog accessible through that system;
7.16.4 All information made available through the Participating State or Entity's
eCommerce system is accurate and complies with the Master Agreement and the
Participating Addendum; and
7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating
State or Entity upon request.
7.17 Communication. All communications concerning administration of Orders placed must be
furnished solely to the authorized purchasing agent within the Purchasing Entity's
purchasing office, or to such other individual identified in writing in the Order.
7.18 Substitutions. If an ordered Product is out -of -stock, Contractor shall notify the Purchasing
Entity and request approval before substituting for the out -of -stock item. Contractor's
request to substitute shall explain how the substituted Product compares with the out -of -
stock item. Any substitute Product offered must be on the Contractor's Master Agreement
Price List.
7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2
Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal Entity
Contracts Under Federal Awards, Orders funded with federal funds may have additional
contractual requirements or certifications that must be satisfied at the time the Order is
placed or upon delivery. These federal requirements may be proposed by Participating
Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed
under this Master Agreement.
7.20 Supplemental Documents. All Attachments to this Master Agreement have been
reviewed and negotiated by the Lead State only to the extent that they comply with the
terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating
States and Entities are still advised however, to review each Supplemental Document and
negotiate the terms and conditions further with Contractor if necessary. It shall be at the
discretion of Contractor and Purchasing Entity to determine which Supplemental
Documents are appropriate for each Order type. With the exception of End User License
Agreements (EULA's), clickwrap agreements, and any third party software agreements,
which have not been reviewed or negotiated by the Lead State, nor are they attached to
this Master Agreement, only the Supplemental Documents attached to this Master
Agreement are permitted to be used for any Order placed.
Shipping and Delivery
8.1 Shipping Terms. With the exception of Group C and Sub -Groups C1 and C2 Devices, all
Products must be shipped F.O.B. destination, freight pre -paid by the Contractor, to the
Purchasing Entity's specified location, unless otherwise indicated in a Participating
Addendum. Group C and Sub -Groups C1 and C2 shipping charges shall be quoted to the
Purchasing Entity prior to Order confirmation.
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8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain
the Contractor's until final inspection and Acceptance when responsibility will pass
to the Purchasing Entity except as to latent defects, fraud, and Contractor's warranty
obligations.
8.2 Available Products. Devices that are in -stock or otherwise not subject to supply -chain
shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order,
unless otherwise specified by the Purchasing Entity.
8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the
Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on
backorder.
8.4 Software Installation. Software related to the Device must be installed within five (5)
Business Days of the Device installation, or as otherwise stated in an Order.
8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business
Hours, which may vary for each Purchasing Entity of each Participating State. The
Purchasing Entity shall not be responsible for any additional charges should the Contractor
fail to observe specific delivery days and receiving hours. The delivery days and delivery
hours shall be established by each individual Purchasing Entity upon Order placement.
8.6 Inside Deliveries. All deliveries, with the exception of drop -shipped or desktop Devices,
shall be made to the interior location specified by the Purchasing Entity. Specific delivery
instructions will be noted on the Order. Any damage to the building interior, scratched walls,
damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage
does occur, it is the responsibility of the Contractor to immediately notify the Purchasing
Entity placing the Order.
8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and
commercial requirements applicable for use by any Purchasing Entity, and shall include,
without limitation and if applicable, OSHA material safety data sheets, and shall conform to
all statements made on the label. Packages that cannot be clearly identified may be refused
and/or returned at no cost to the Purchasing Entity.
IX. Inspection and Acceptance
9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with
all applicable Federal, State, and local laws and regulations.
9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering
document, the terms of this Section IX will apply. This section is not intended to limit rights
and remedies under the applicable commercial code.
9.3 With the exception of drop -shipped Devices, Purchasing Entity shall confirm delivery,
installation and Acceptance of all Devices covered by each purchase, lease, or rental
Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B,
Sample D&A Certificate, which shows Acceptance of the Device(s) and allows Contractor
to invoice for the Device(s).
9.4 Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual
agreement, may be done electronically) within five (5) Business Days after any Device is
installed, or as otherwise stated in a Participating Addendum.
9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall
be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the
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Contractor of liability for material (nonconformity that substantially impairs value) defects
subsequently revealed when Devices are put to use. Acceptance of such Devices may be
revoked in accordance with the provisions of the applicable commercial code, and the
Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in
relation to the preparation and shipping of Devices(s) rejected and returned, or for which
Acceptance is revoked.
9.6 Inspection. All Devices are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other
authorized agent or official of the Lead State or other Participating or Purchasing Entity, at
reasonable times, to monitor and evaluate performance, compliance, and/or quality
assurance requirements under this Master Agreement.
9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon
receipt, however, does not relieve the contractor of liability for material
(nonconformity that substantial impairs value) latent or hidden defects subsequently
revealed when goods are put to use.
9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Device
rejected and returned, or for which Acceptance is revoked.
9.7 Failure to Conform. If any services do not conform to contract requirements, the
Purchasing Entity may require the Contractor to perform the services again in conformity
with contract requirements, at no increase in Order amount. When defects cannot be
corrected by re -performance, the Purchasing Entity may require the Contractor to take
necessary action to ensure that future performance conforms to contract requirements and
reduce the contract price to reflect the reduced value of services performed.
9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry
standards, to ascertain whether the Device meets the standard of performance or
specifications prior to Acceptance by the Purchasing Entity.
9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise
specified, starting from the day after the Device is delivered or, if installed by
Contractor, the day after the Device is installed and Contractor certifies that the
Device is ready for Acceptance Testing.
9.8.2 If the Device does not meet the standard of performance or specifications during the
initial period of Acceptance Testing, Purchasing Entity may, at its discretion,
continue Acceptance Testing on a day-to-day basis until the standard of
performance is met.
9.8.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after
the cure period, the Device still has not met the standard of performance or
specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be
in breach and terminate the Order; (b) demand replacement Device from Contractor
at no additional cost to Purchasing Entity; or, (c) continue the cure period for an
additional time period agreed upon by the Purchasing Entity and the Contractor.
9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device
returned pursuant to the section.
9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard
of performance or specification is met.
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X. Warranty
10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating
Addendum, or ordering document, the terms of this Section X will apply.
10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum
of ninety (90) days for purchase, lease and rental Devices. This warranty shall be extended
to all Devices acquired under the Master Agreement, including Remanufactured and/or
Refurbished Devices.
10.3 Devices that are sold under the resulting Master Agreement will come with the standard
features as published on the Manufacturers website, and will not deviate from the stated
specifications.
10.4 Devices shall be in good working order, free from any defects in material and workmanship,
and fit for the ordinary purposes they are intended to serve.
10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity,
Contractor obligations shall be limited solely to the repair or replacement of Devices proven
to be defective upon inspection.
10.6 Replacement of Devices shall be on a like -for -like basis and shall be at no cost to the
Purchasing Entity.
10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.
10.8 Upon significant failure of a Device, the warranty period shall commence again for a
minimum of ninety (90) days. Significant failure shall be determined by the Participating
State.
10.9 Contractor warranty obligations shall not apply if:
10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than
Contractor and/or their Authorized Dealer;
10.9.2 If a defective or non -authorized Accessory, Supply, software, or part is attached to,
or used in the Device; and
10.9.3 The Device is relocated to any place where Contractor Services are not available.
10.10 Contractor agrees to perform its Services in a professional manner, consistent with
applicable industry standards.
10.11 It will be at the discretion of each Participating State or Entity to negotiate additional
warranty requirements with the Contractor.
10.12 Lemon Clause
10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under
the Contractor's Master Agreement.
10.12.2 This clause shall not apply if Supplies are used in the Devices that were not
manufactured, provided, or authorized by the Contractor.
10.12.3 The application period is thirty-six (36) months from the date of Acceptance.
10.12.4 This clause shall take precedence over any other warranty or Services clauses
associated with the Contractor's Master Agreement, or as specified by a
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Participating State or Entity in their Participating Addendum.
10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on
all purchased Devices in order for this clause to apply past the initial ninety (90)
day warranty.
10.12.6 Any Device that fails (except due to operator error) to function in accordance with
the Manufacturer's published performance specifications, four (4) times in any four
(4) week period and/or is subject to recurring related problems, shall be replaced
with a new Device that meets or exceeds the requirements of the original Device,
at no cost to the Purchasing Entity.
10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition
to any other rights and remedies of the parties provided by law or equity, including, without
limitation, actual damages, and, as applicable and awarded under the law, to a prevailing
party, reasonable attorneys' fees and costs.
XI. Equipment Title
11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered
and the Devices shall be free and clear of all liens, encumbrances, and security interests.
Title to the Device shall only pass to the Purchasing Entity upon:
11.1.1 Purchasing Entity up -front purchase of the Device;
11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;
11.1.3 Expiration of a Purchasing Entity's Capital Lease; or
11.1.4 Purchasing Entity has secured Third Party financing and payment is being made
directly to the Contractor by the Purchasing Entity.
11.2 Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity
title to the Product free and clear of all liens, encumbrances, or other security interests.
11.3 Embedded Software. Transfer of title to the Device must include an irrevocable and
perpetual license to use any Embedded Software in the Device. If Purchasing Entity
subsequently transfers title of the Device to another entity, Purchasing Entity shall have the
right to transfer the license to use the Embedded Software with the transfer of Device title.
A subsequent transfer of this software license will be at no additional cost or charge to
either Purchasing Entity or Purchasing Entity's transferee.
11.4 License of Pre -Existing Intellectual Property. Contractor grants to the Purchasing Entity
a nonexclusive, perpetual, royalty -free, irrevocable, license to use, publish, translate,
reproduce, transfer with any sale of tangible media or Product, perform, display, and
dispose of the Intellectual Property, and its derivatives, used or delivered under this Master
Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor
shall be responsible for ensuring that this license is consistent with any third -party rights in
the Pre-existing Intellectual Property.
XII. Indemnification
12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless
NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing
Entities, along with their officers and employees, from and against third -party claims,
damages or causes of action including reasonable attorneys' fees and related costs for any
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death, injury, or damage to tangible property arising from any act, error, or omission of the
Contractor, its employees or subcontractors or volunteers, at any tier, relating to
performance under this Master Agreement.
12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing
Entities, along with their officers and employees ("Indemnified Party"), from and against
claims, damages or causes of action including reasonable attorneys' fees and related costs
arising out of the claim that the Product or its use infringes Intellectual Property rights of
another person or entity ("Intellectual Property Claim").
12.2.1 The Contractor's obligations under this section will not extend to any combination
of the Product with any other product, system or method, unless the Product,
system or method is:
12.2.1.1 provided by the Contractor or the Contractor's subsidiaries or affiliates;
12.2.1.2 specified by the Contractor to work with the Product;
12.2.1.3 reasonably required to use the Product in its intended manner, and the
infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing
the same function; or
12.2.1.4 reasonably expected to be used in combination with the Product,
system or method.
12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after
receiving notice of an Intellectual Property Claim. Even if the Indemnified Party
fails to provide reasonable notice, the Contractor shall not be relieved from its
obligations unless the Contractor can demonstrate that it was prejudiced in
defending the Intellectual Property Claim resulting in increased expenses or loss
to the Contractor. If the Contractor promptly and reasonably investigates and
defends any Intellectual Property Claim, it shall have control over the defense
and settlement of the Intellectual Property Claim. However, the Indemnified Party
must consent in writing for any money damages or obligations for which it may
be responsible.
12.2.3 The Indemnified Party shall furnish, at the Contractor's reasonable request and
expense, information and assistance necessary for such defense. If the
Contractor fails to vigorously pursue the defense or settlement of the Intellectual
Property Claim, the Indemnified Party may assume the defense or settlement of
the Intellectual Property Claim and the Contractor shall be liable for all costs and
expenses, including reasonable attorneys' fees and related costs, incurred by
the Indemnified Party in the pursuit of the Intellectual Property Claim.
12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of
liability in this Master Agreement or in any other document executed in
conjunction with this Master Agreement.
XIII. Insurance
13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of
this Master Agreement, maintain in full force and effect, the insurance described in this
section. Contractor shall acquire such insurance from an insurance carrier or carriers
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licensed to conduct business in each Participating Entity's state and having a rating of A-,
Class VII or better, in the most recently published edition of Best's Reports. Failure to buy
and maintain the required insurance may result in this Master Agreement's termination or,
at a Participating Entity's option; result in termination of its Participating Addendum.
13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be
as indicated below, with no deductible for each of the following categories:
13.2.1 Commercial General Liability covering premises operations, 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 million per occurrence, $2 million general aggregate,
$2 million Products and completed operations aggregate and $50,000 and any
one fire. If any aggregate limit is reduced below $2,000,000 because of claims
made or paid, the Contractor shall immediately obtain additional insurance to
restore the full aggregate limit and furnish to the Participating Entity, a certificate
or other document satisfactory to the Participating Entity, showing compliance
with this provision.
13.2.2 Cyber Liability covering claims and losses with respect to network, internet
(Cloud) or other data disclosure risks (such as data breaches, releases of
Confidential Information, unauthorized access/use of information, and identity
theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000
aggregate.
13.2.3 Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
13.2.4 Automobile Liability covering any auto (including owned, hired and non -
owned), with a minimum limit of $1,000,000 each accident combined single limit.
13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference
this Master Agreement and shall have a condition that the insurer not revoke them until
thirty (30) calendar days after notice of intended revocation thereof shall have been given
to Purchasing Entity and Participating Entity by the Contractor.
13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that:
13.4.1 Includes the Participating States identified in the Request for Proposal as
additional insured's, and;
13.4.2 Provides that the Contractor's liability insurance policy shall be primary, with any
liability insurance of any Participating State as secondary and noncontributory.
Unless otherwise agreed in any Participating Addendum, the Participating
Entity's rights and Contractor's obligations are the same as those specified in the
first sentence of this subsection. Before performance of any Purchase Order
issued after execution of a Participating Addendum authorizing it, the Contractor
shall provide to a Purchasing Entity or Participating Entity who requests it the
same information described in this subsection.
13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the
Purchasing Entity copies of certificates of all required insurance within seven (7) calendar
days of the execution of this Master Agreement, the execution of a Participating Addendum,
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or the Order's effective date and prior to performing any work. The insurance certificate
shall provide the following information: the name and address of the insured; name,
address, telephone number and signature of the authorized agent; name of the insurance
company (authorized to operate in all states); a description of coverage in detailed standard
terminology (including policy period, policy number, limits of liability, exclusions and
endorsements); and an acknowledgment of the requirement for notice of cancellation.
Copies of renewal certificates of all required insurance shall be furnished within fifteen (15)
days after any renewal date. These certificates of insurance must expressly indicate
compliance with each insurance requirement specified in this section. Failure to provide
evidence of coverage may, at sole option of the Lead State, or any Participating Entity,
result in this Master Agreement's termination or the termination of any Participating
Addendum.
13.6 Coverage and limits shall not limit Contractor's liability and obligations under this Master
Agreement, any Participating Addendum, or any Order.
13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies.
Contractor shall provide notice to a Participating Entity who is a state within five (5)
business days after Contractor is first aware of expiration, cancellation or nonrenewal of
such policy or is first aware that cancellation is threatened or expiration, nonrenewal or
expiration otherwise may occur.
13.8 Participating Entities. Contractor shall provide to Participating States and Participating
Entities the same insurance obligations and documentation as those specified in Section
XIII, except the endorsement is provided to the applicable Participating State or
Participating Entity.
13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates
of all required insurance in a form sufficient to show required coverage within thirty (30)
calendar days of the execution of this Master Agreement and prior to performing any work.
Copies of renewal certificates of all required insurance will be furnished within thirty (30)
days after any renewal date to the applicable state Participating Entity. Failure to provide
evidence of coverage may, at the sole option of the Lead State, or any Participating Entity,
result in this Master Agreement's termination or the termination of any Participating
Addendum.
13.10 Disclaimer. Insurance coverage and limits will not limit Contractor's liability and obligations
under this Master Agreement, any Participating Addendum, or any Purchase Order.
XIV. General Provisions
14.1 Records Administration and Audit
14.1.1 The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and Orders placed by Purchasing Entities
under it to the extent and in such detail as will adequately reflect performance
and administration of payments and fees. Contractor shall permit the Lead State,
a Participating Entity, a Purchasing Entity, the federal government (including its
grant awarding entities and the U.S. Comptroller General), and any other duly
authorized agent of a governmental agency, to audit, inspect, examine, copy
and/or transcribe Contractor's books, documents, papers and records directly
pertinent to this Master Agreement or orders placed by a Purchasing Entity under
it for the purpose of making audits, examinations, excerpts, and transcriptions.
This right will survive for a period of six (6) years following termination of this
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Agreement or final payment for any order placed by a Purchasing Entity against
this Master Agreement, whichever is later, or such longer period as is required
by the Purchasing Entity's state statutes, to assure compliance with the terms
hereof or to evaluate performance hereunder.
14.1.2 Without limiting any other remedy available to any governmental entity, the
Contractor shall reimburse the applicable Lead State, Participating Entity, or
Purchasing Entity for any overpayments inconsistent with the terms of the Master
Agreement or Orders or underpayment of fees found as a result of the
examination of the Contractor's records.
14.1.3 The rights and obligations herein exist in addition to any quality assurance
obligation in the Master Agreement that requires the Contractor to self -audit
contract obligations and that permits the Lead State to review compliance with
those obligations.
14.2 Confidentiality, Non -Disclosure, and Injunctive Relief
14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents
may, in the course of providing a Product under this Master Agreement, be
exposed to or acquire information that is confidential to Purchasing Entity or
Purchasing Entity's clients.
14.2.1.1 Any and all information of any form that is marked as confidential or
would by its nature be deemed confidential obtained by Contractor or
its employees or agents in the performance of this Master Agreement,
including but not necessarily limited to (1) any Purchasing Entity's
records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity
("Confidential Information").
14.2.1.2 Any reports or other documents or items (including software) that
result from the use of the Confidential Information by Contractor shall
be treated in the same manner as the Confidential Information.
14.2.1.3 Confidential Information does not include information that (1) is or
becomes (other than by disclosure by Contractor) publicly known; (2)
is furnished by Purchasing Entity to others without restrictions similar
to those imposed by this Master Agreement; (3) is rightfully in
Contractor's possession without the obligation of nondisclosure prior
to the time of its disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity without the
obligation of confidentiality, (5) is disclosed with the written consent of
Purchasing Entity; or (6) is independently developed by employees,
agents or subcontractors of Contractor who can be shown to have had
no access to the Confidential Information.
14.2.2 Non -Disclosure. Contractor shall hold Confidential Information in confidence,
using at least the industry standard of confidentiality, and shall not copy,
reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or
disclose Confidential Information to third parties or use Confidential Information
for any purposes whatsoever other than what is necessary to the performance of
Orders placed under this Master Agreement.
14.2.2.1 Contractor shall advise each of its employees and agents of their
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obligations to keep Confidential Information confidential. Contractor
shall use commercially reasonable efforts to assist Purchasing Entity in
identifying and preventing any unauthorized use or disclosure of any
Confidential Information.
14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise
Purchasing Entity, applicable Participating Entity, and the Lead State
immediately if Contractor learns or has reason to believe that any
person who has had access to Confidential Information has violated or
intends to violate the terms of this Master Agreement, and Contractor
shall at its expense cooperate with Purchasing Entity in seeking
injunctive or other equitable relief in the name of Purchasing Entity or
Contractor against any such person.
14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time
during or after the term of this Master Agreement disclose, directly or
indirectly, any Confidential Information to any person, except in
accordance with this Master Agreement, and that upon termination of
this Master Agreement or at Purchasing Entity's request, Contractor
shall turn over to Purchasing Entity all documents, papers, and other
matter in Contractor's possession that embody Confidential
Information.
14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such
Confidential Information necessary for quality assurance, audits, and
evidence of the performance of this Master Agreement.
14.2.3 Injunctive Relief. Contractor acknowledges that Contractor's breach of Section
14.2 would cause irreparable injury to the Purchasing Entity that cannot be
inadequately compensated in monetary damages. Accordingly, Purchasing
Entity may seek and obtain injunctive relief against the breach or threatened
breach of the foregoing undertakings, in addition to any other legal remedies that
may be available. Contractor acknowledges and agrees that the covenants
contained herein are necessary for the protection of the legitimate business
interests of Purchasing Entity and are reasonable in scope and content.
14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they
are not in conflict with the applicable public disclosure laws of any Purchasing
Entity.
14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor's
obligations under this section will also extend to NASPO ValuePoint's
Confidential Information, including but not limited to Participating Addenda,
Orders or transaction data relating to Orders under this Master Agreement that
identify the entity/customer, Order dates, line -item descriptions and volumes, and
prices/rates. This provision does not apply to disclosure to the Lead State, a
Participating State, or any governmental entity exercising an audit, inspection, or
examination pursuant to this Master Agreement. To the extent permitted by law,
Contractor shall notify the Lead State of the identity of any entity seeking access
to the Confidential Information described in this subsection.
14.2.6 Public Information. This Master Agreement and all related documents are
subject to disclosure pursuant to the Lead State's public information laws.
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14.3 Assignment/Subcontracts
14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State.
14.3.2 The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties, to NASPO ValuePoint and other
third parties.
14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar
days, notify the Lead State in writing of any changes in the Contractor's key administrative
personnel managing the Master Agreement. The Lead State reserves the right to approve
or reject changes in key personnel, as identified in the Contractor's proposal. The
Contractor shall propose replacement key personnel having substantially equal or better
education, training, and experience as was possessed by the key person proposed and
evaluated in the Contractor's proposal.
14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no
authorization, express or implied, to bind the Lead State, Participating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liability or
understanding whatsoever, and shall not to hold itself out as agent except as expressly set
forth herein or as expressly set forth in an applicable Participating Addendum or Order.
14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled
by either party upon sixty (60) days' written notice prior to the effective date of the
cancellation. Further, any Participating Entity may cancel its participation upon thirty (30)
days' written notice, unless otherwise limited or stated in the Participating Addendum.
Cancellation may be in whole or in part. Any cancellation under this provision will not affect
the rights and obligations attending Orders outstanding at the time of cancellation, including
any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for
Products delivered and accepted, rights attending any warranty or default in performance
in association with any Order, and requirements for records administration and audit.
Cancellation of the Master Agreement due to Contractor default may be immediate.
14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay
or default caused by fire, riot, unusually severe weather, other acts of God, acts of war
which are beyond that party's reasonable control, pandemics, or epidemics that would
negatively impact supply chain distribution. The Lead State may terminate this Master
Agreement upon determining such delay or default will reasonably prevent successful
performance of the Master Agreement. This clause does not absolve Purchasing Entity of
their payment obligations for goods or services received. Past due account charges will not
accrue until the conclusion of the Force Majeure event, at which point Contractor shall also
be expected to resume their Service obligations.
14.8 Defaults and Remedies
14.8.1 The occurrence of any of the following events will be an event of default under
this Master Agreement:
14.8.1.1 Nonperformance of contractual requirements;
14.8.1.2 A material breach of any term or condition of this Master Agreement;
14.8.1.3 Any certification, representation or warranty by Contractor in response
to the solicitation or in this Master Agreement that proves to be untrue
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or materially misleading;
14.8.1.4 Institution of proceedings under any bankruptcy, insolvency,
reorganization or similar law, by or against Contractor, or the
appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within thirty (30) calendar
days after the institution or occurrence thereof; or
14.8.1.5 Any default specified in another section of this Master Agreement.
14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of
fifteen (15) calendar days in which Contractor shall have an opportunity to cure
the default. The Lead State shall not be required to provide advance written
notice or a cure period and may immediately terminate this Master Agreement in
whole or in part if the Lead State, in its sole discretion, determines that it is
reasonably necessary to preserve public safety or prevent immediate public
crisis. Time allowed for cure will not diminish or eliminate Contractor's liability for
damages, including liquidated damages to the extent provided for under this
Master Agreement.
14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within
the period specified in the written notice of default, Contractor shall be in breach
of its obligations under this Master Agreement and the Lead State shall have the
right to exercise any or all of the following remedies:
14.8.3.1 Any remedy provided by law;
14.8.3.2 Termination of this Master Agreement and any related Contracts or
portions thereof;
14.8.3.3 Assessment of liquidated damages as provided in this Master
Agreement;
14.8.3.4 Suspension of Contractor from being able to respond to future bid
solicitations; and
14.8.3.5 Suspension of Contractor's performance.
14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a
default under a Participating Addendum, a Participating Entity shall provide a
written notice of default as described in this section and shall have all of the rights
and remedies under this paragraph regarding its participation in the Master
Agreement, in addition to those set forth in its Participating Addendum. Unless
otherwise specified in an Order, a Purchasing Entity shall provide written notice
of default as described in this section and have all of the rights and remedies
under this paragraph and any applicable Participating Addendum with respect to
an Order placed by the Purchasing Entity. Nothing in these Master Agreement
Terms and Conditions will be construed to limit the rights and remedies available
to a Purchasing Entity under the applicable commercial code.
14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to
declare a default or enforce any rights and remedies will not operate as a waiver under this
Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by
the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the
Lead State or Participating Entity of any default, right or remedy under this Master
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Agreement or Participating Addendum, or by Purchasing Entity with respect to any
Purchase Order, or breach of any terms or requirements of this Master Agreement, a
Participating Addendum, or Purchase Order will not be construed or operate as a waiver of
any subsequent default or breach of such term or requirement, or of any other term or
requirement under this Master Agreement, any Participating Addendum, or any Purchase
Order.
14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in public procurement or contracting by any governmental department or
agency. This certification represents a recurring certification made at the time any Order is
placed under this Master Agreement. If the Contractor cannot certify this statement, attach
a written explanation for review by the Lead State.
14.11 No Waiver of Sovereign Immunity
14.11.1 In no event will this Master Agreement, any Participating Addendum or any
contract or any Purchase Order issued thereunder, or any act of the Lead State,
a Participating Entity, or a Purchasing Entity be a waiver of any form of defense
or immunity, whether sovereign immunity, governmental immunity, immunity
based on the Eleventh Amendment to the Constitution of the United States or
otherwise, from any claim or from the jurisdiction of any court.
14.11.2 This section applies to a claim brought against the Participating Entities who are
states only to the extent Congress has appropriately abrogated the state's
sovereign immunity and is not consent by the state to be sued in federal court.
This section is also not a waiver by the state of any form of immunity, including
but not limited to sovereign immunity and immunity based on the Eleventh
Amendment to the Constitution of the United States.
14.12 Governing Law and Venue
14.12.1 The laws of the Lead State shall govern the construction and effect of this Master
Agreement. Venue for any administrative or judicial action relating to this Master
Agreement shall be in the City and County of Denver, Colorado.
14.12.2 The construction and effect of any Participating Addendum or Order against this
Master Agreement shall be governed by and construed in accordance with the
laws of the Participating Entity's or Purchasing Entity's State.
14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated
solely and exclusively within the United States District Court for (in decreasing
order of priority): The Lead State for claims relating to the procurement,
evaluation, award, or Contract performance or administration if the Lead State is
a party; the Participating State if a named party; the Participating Entity state if a
named party; or the Purchasing Entity state if a named party.
14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity
who is a state any claim for relief or cause of action which the Contractor now has or which
may accrue to the Contractor in the future by reason of any violation of state or federal
antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now
in effect and as may be amended from time to time, in connection with any goods or
services provided in that state for the purpose of carrying out the Contractor's obligations
under this Master Agreement or Participating Addendum, including, at the Participating
Entity's option, the right to control any such litigation on such claim for relief or cause of
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action.
14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order,
the terms of this Master Agreement as they apply to the Contractor, Participating Entities,
and Purchasing Entities, including but not limited to pricing and the reporting of sales and
payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master
Agreement and shall continue to apply to all Participating Addenda and Orders until the
expiration thereof.
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS MASTER 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: Kristen McKenna
Title: Director, Government Contracts
DocuSigned by: I
By:VISft 1A �l Get rtiln a
*Signature
Date: 12/7/2023
STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
Tony Gherardini, Executive Director
By: FuSigned by:
�,Z, (, KAA,lA,
John Chapman, a urchasing Manager
Date: 12/8/2023
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed
and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If
Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or
for any Goods and/or Services provided hereunder.
STATE CONTROLLER
Robert V GPApMBA, JD
,l V
By:
Date: 12/8/2023
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EXHIBIT A — STATEMENT OF WORK
I. Product Overview
A. Contractor is authorized to provide Products and Services in the following Groups and Sub -
Groups:
1. Primary Products and Services:
Group
Products and Services
A
A3 M F D —OEM only
B
A4 MFD — OEM and Non -OEM
C
Production Equipment — OEM and Non -OEM
D
Single -function Printers — OEM and Non -OEM
E
Large/Wide Format Equipment — OEM and Non -OEM
F
Scanners — OEM and Non -OEM
G
Software — OEM and Non -OEM
H
Supplies (consumable) — OEM and Non -OEM
Managed Print Services
2. Ancillary Products and Services:
Sub-
Group
Products and Services
G1
Software Related Services
C1
Standalone Production Devices (cutters, sorters, binders) — OEM and Non -OEM
C2
Industrial Print Equipment — OEM and Non -OEM
D1
Specialty Printers (3D, receipt, barcode label, card, cable) — OEM and Non -OEM
B. Contractor may not provide Products that have not been approved by the Lead State, with the
exception of NSP items, as referenced in section II.B.3.
C. Contractor may only offer Devices that meet the minimum requirements as outlined in section
II.A.
D. Any Products added to the Master Agreement throughout the term of the Contract must be
discounted according to the proposed discount for the appropriate Segment or as specified in
section II.A.4.
E. Contractor may provide MPS under any Group they offer under this Contract. However, MPS
may not be provided on any Devices that are being leased or rented to a Purchasing Entity by
another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do
so.
F. Contractor may add, remove or modify Products and Services on their Price Lists once per
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calendar month, beginning in September 2024. Modifications do NOT include price increases.
Refer to section 6.1 of the Master Agreement Terms and Conditions for information
regarding pricing.
G. Any Device additions must be updated with Buyer's Lab within ninety (90) days of submission
to the Lead State. Failure to adhere to this requirement will result in the Device(s) being
removed from the Master Agreement Price List(s) until such time they can be verified on Buyer's
Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer's Lab
within 90 days of it being added to the Price List, then Contractor shall remove the Device from
the Purchasing Entity location and substitute it with a Device of equal or greater value, at no
charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed
on Buyer's Lab.
Master Agreement Deliverables
A. Primary Product and Service Offerings
1. Group Categories. Segments shall be utilized to distinguish the various speeds of the
Devices within Groups. The speeds are denoted in Page per Minute (PPM). The
Segments for each Group are as follows:
Group A — MFD, A3
Segment
PPM
2
20 — 30
3
31 — 40
4
41 — 50
5
51 — 60
6
61 — 70
7
71 —90
Group B — MFD, A4
Segment
PPM
1
Up to20
2
21 - 30
3
31 - 40
4
41 - 50
5
51 - 60
6
61+
Group C — Production Equipment
Segment
PPM
1
65-79
2
80 — 89
3
90-110
4
111 — 130
5
131+
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Group
D — Single -function Printers
Segment
PPM
1
Up to20
2
21 — 40
3
41 — 60
4
61+
Group E — Large/Wide Format Equipment
Segment
Al or D Size
PPM*
Width —
Office
Width - Industry
Low
0-3
24" — 44"
46" and higher
Medium Low
4-9
24" — 44"
46" and higher
Medium High
10 - 19
24" — 44"
46" and higher
High
20+
24" — 44"
46" and higher
*Speeds denoted above are based on b&w output
Group F - Scanners
Segment
PPM
1
10-29
2
30 — 49
3
50 — 69
4
70 — 89
5
90 — 110
6
111 — 130
7
131+
2. Device Configurations. Devices must be equipped, at a minimum, with the following
Accessories/capabilities:
2.1 Group A — MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 2,000 sheet paper capacity for Segments 5 and above.
iv) Paper size capacity up to 11" x 17"; and
v) Bypass paper supply, if applicable for Segment.
2.2 Group B — MFD, A4
a. New power filter;
b. Bypass paper supply;
c. Standard paper drawer(s) equal to or greater than:
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i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2" x 14"; and
e. Envelope adjustment capability.
2.3 Group C — Production Equipment
a. New power filter;
b. Standard paper drawer(s);
c. Standard paper capacity;
d. Duplex; and
e. Network connectivity.
2.4 Group D — Single -function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine;
b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.
2.5 Group E — Large/Wide Format Equipment
a. Hard -Disk drive;
b. Network connectivity;
c. Touch screen control panel; and
d. Automatic Media Selection — a built -on sensor detects the size of the original
and the proper media size is then selected.
2.6 Group F — Scanners
a. Charge -Coupled Device (CCD) or Contact Image Sensor (CIS);
b. Automatic Document Feeder (ADF);
c. Letter or legal paper size capacity;
d. Color depth of at least 24 bytes; and
e. Single pass duplex scan.
3. Device Standards. Devices must meet the following requirements:
3.1 Group A Base Units are OEM only.
3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard
within one (1) year of being added to the Master Agreement Price List.
3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of
Bronze Standard within one (1) year of being added to the Master Agreement Price
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List.
3.4
Group E must be Energy Star compliant and registered within one (1) year of being
added to the Master Agreement Price List.
3.5
If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star
compliant (applicable to Group D and E Devices only) within one (1) year, then they
will be removed from the Price List. If said Devices have already been placed at a
Purchasing Entity's location, then Contractor must replace the Devices with a
comparable, qualified model, at no cost to the Purchasing Entity.
3.6
All Devices must be Newly Manufactured, current, Remanufactured, or
Refurbished, except as specified in a Participating Addendum. Discontinued
Devices are not permitted to be offered under the Master Agreement.
3.7
Devices, when installed, and if available, must be set-up to receive automatic
software updates and patches.
3.8
Device specifications must be published on the Contractor website.
3.9
MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price
must not exceed what is published on the Manufacturer's website.
3.10
Devices must maintain a PPM speed, according to Segment classification.
3.11
Devices must be compatible with using recycled paper, up to and including, 100%
Post -Consumer Waste (PCW) paper. Contractor may not fault the use of recycled
paper for Device failures, as long as the recycled paper in use meets the standard
paper specifications (e.g., multi -purpose, copy, or laser paper).
4. Device Exceptions
4.1
Group B, Group C, Sub -Group C1, Sub -Group C2, Group D, Sub -Group D1, Group
E, and Group F will not be restricted to OEM, and do not have to be Private
Labeled.
4.2
Group C, Sub -Group C1, Sub -Group C2, and Group F are not required to be
EPEAT registered or Energy Star compliant.
4.3
Digital Duplicators may be offered by Contractor under Group A, and must be
priced based on the minimum discount offered in the Segment to which they most
closely relate.
4.4
Under Group E, 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.
5. Accessories
5.1
Contractor shall provide OEM and/or Third Party compatible Accessories that
compliment or enhance the features of the Device.
5.2
Contractor may also maintain a separate price list for Accessories for Base Units
that have been discontinued. The pricing must be based on the same discount
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offered, per the `Discount from MSRP' tab, on the applicable Group Price List.
5.3 Purchasing Entities may add Accessories to Devices that have been purchased,
leased or rented under prior NASPO ValuePoint Master Agreements, as well as
via any other means. If the Device is currently being leased or rented, Purchasing
Entity must obtain Contractor approval to add Accessories. Purchasing Entities
shall also be advised that obtaining Accessories from a Third Party and not the
Contractor or their Dealer may void certain warranty or maintenance agreement
provisions.
6. Remanufactured and Refurbished Equipment
6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any
Group.
6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT
registered or Energy Star compliant.
6.3 Equipment can be acquired via a purchase, lease or rental agreement.
6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or
Refurbished Equipment is being offered.
6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such,
and must be certified by the Manufacturer.
6.6 Remanufactured Equipment must be priced according to the minimum discount
offered for similar Equipment in the same Group and Segment of the resulting
Master Agreement.
6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than
the lowest priced Device of the Group and Segment to which the Refurbished
Equipment belongs.
6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive
the same pricing as the Published Price for the Group and Segment to which it
belongs.
7. Group G - Software
7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may
be provided as a standalone option on any owned, leased or rented Device.
7.2 Software pricing for unique designs or complex configurations will be quoted on a
case by case basis.
7.3 Contractor may provide OEM and/or Third Party software.
7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices
must have universal software drivers.
7.5 Purchasing Entities that acquire software shall be subject to the license
agreements distributed with such software, provided such terms do not contradict
the language in the Master Agreement, and unless otherwise stated in a
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Participating Addendum.
7.6 Software Subscriptions
a. Software pricing shall be inclusive of available software patches and any
updates.
b. Purchasing Entities shall have the option to finance software subscriptions by
utilizing the proposed lease and rental rates.
c. Any new releases of software versions (upgrades) shall be chargeable to the
Purchasing Entity; however, Contractor may not charge for the installation of
the software upgrade, unless installation is excessive, and charges are
agreed to by Purchasing Entity.
d. License fees and support fees shall remain firm throughout the term of the
agreement.
e. Software subscriptions shall not be subject to automatic renewals, unless
otherwise agreed to in an Order.
f. Contractor shall be responsible for communicating all updates, patches, and
new releases/versions to Purchasing Entities.
g. Contractor shall provide a web -based or toll -free hotline during Normal
Business Hours for Purchasing Entities to report software problems or answer
software related questions.
8. Group H — Supplies (consumable)
8.1 Contractor may offer OEM or compatible 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.
8.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B,
C, D and F, as well as Sub -Groups C1, C2 and D1. These Supplies may be
purchased as standalone items or included as part of a Maintenance Agreement.
Under no circumstances may the Supplies, regardless of quantity, be financed,
unless they are start-up Supplies. All compatible Supplies must meet OEM
standards for performance and quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
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i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
I. Ribbon;
m. Developer;
n. Rollers and Pads; and
o. Maintenance Kits.
8.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and
should avoid petroleum inks and inks with high volatile compounds. Toner
cartridges should also be remanufactured, contain recycled content, or be bio-
based.
8.4 Contractor shall provide the Purchasing Entity with a method to return the empty
toner cartridges at no additional charge.
9. Service Offerings
9.1 Group I - Managed Print Services
a. The main components of an MPS engagement are needs assessment,
selective or general replacement of Devices, and the Service, parts and
Supplies needed to operate the new and/or existing Devices, including
existing Third Party Devices as owned by the Purchasing Entity. The
Contractor tracks how the Device fleet is being used, the problems associated
with that use, and customer satisfaction in regards to meeting statement of
work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices,
Contractor must also offer project implementation Services, and customer
help -desk support and training.
c. Contractor may also offer hourly Services for consulting purposes, project
management, change management plans, and other staffed Services which
meet customer needs such as to operate copy centers or complete back file
scanning projects.
d. MPS may also include enterprise content management Services and
workflow optimization components, such as scanning and document capture
solutions, developing custom applications for smart MFDs that automate
paper -intensive document workflows and route scanned pages to document
management systems. It can also be extended to include the restructuring of
document workflows. Some MPS engagements may be designed to improve
document security or to reduce print volumes and power consumption for
environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to
complete a detailed statement of work, similar to the format referenced in
Attachment 15, Konica Sample MPS Statement of Work, and it must be
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approved by both parties prior to the initiation of any engagement.
f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document
workflow; identification of Service, Supplies, and parts; current output;
total cost of ownership; employee to Device ratio; preliminary
estimated cost savings);
ii) Implementation (e.g. plan development; hardware and software
installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter
reads; automated toner replenishment);
iv) End -user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business
reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record
management; network and data security; document workflow
consulting; document scanning; back -file conversion; mail -room
Services);
ii) Cost -based Assessment (e.g. asset mapping; end -user survey;
detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on -
site break/fix; parts management; warranty management);
v) Ongoing Fleet Management and Optimization (e.g. consumable
spend; continual assessments; green initiatives; add/move/change
Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull -print,
enterprise content management; automated workflow; capture and
route; security); and
vii) Cartridge Recycling.
h. The free initial assessment shall not constitute a commitment on behalf of the
Purchasing Entity. Upon request from a Purchasing Entity, Contractor must
provide the assessment with the understanding that the Purchasing Entity is
under no obligation to enter into an MPS engagement.
i. MPS pricing and billing options shall be flexible and the Purchasing Entity will
drive the complexity of the solution required with a staged approach to
implementation.
9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to
automatic renewals.
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a. Pricing
i) Pricing must 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 may also be provided.
iii) Pricing for a monthly base charge, a set copy allowance, an overage
rate for b&w and/or color, and Supplies may also be provided.
iv) Flat Rate Fee pricing must be provided that includes all parts, labor,
Preventative Maintenance, and Service Calls for Groups A, B, C and
D. Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all parts,
labor, Preventative Maintenance (if applicable), and Service Calls, but
excludes Supplies.
vi) Paper and ink for Group E Devices shall not be included as part of the
Service and Supply pricing.
vii) Contractor may increase their Service and Supply pricing to include
staples (if applicable to the Device).
viii) Contractor may provide a flat rate fee without staples, and a flat rate
fee with staples. All flat rate fees shall allow for an annual increase of
up to 5%.
ix) Contractor may charge flat rate fees for Services performed on any
Accessories.
x) Service Calls due to misuse, neglect or abuse shall not be covered by
the Maintenance Agreement, and Contractor and Authorized Dealers
may bill the Purchasing Entity at an hourly rate for Services rendered.
xi) 11 "x17" impressions may be counted as one (1) click or two (2) clicks
on Group A and C Devices.
xii) Contractor may offer a one (1) click rate that encompasses all paper
sizes for Group C Devices.
xiii) A two-sided document shall be counted as two (2) clicks.
xiv) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Maintenance
Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the
Maintenance Agreement, Contractor may adjust the pricing, as long
as the pricing does not exceed Master Agreement rates.
ii) For lease and rental Devices, the total Maintenance Agreement term
shall be equal to the term of the lease or rental (e.g. 24, 36, 48 months
etc.).
iii) For purchased Devices, the initial term is determined by the
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Purchasing Entity, as long as it does not exceed 60 months on Group
A, Group B, Group D, Sub -Group D1, Group E, and Group F Devices,
and 72 months on Group C and Sub -Groups C1 and C2 Devices.
c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices
that were acquired under prior Master Agreement (RFP-NP-18-001) or
Master Agreement (3091), then section II.A (9.2)(h) shall apply.
d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs
over a large Device fleet, and the Blended Rate must cover all units in
the fleet.
ii) The Blended Rate must be divided between b&w and color.
iii) Contractor shall provide the 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, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads
from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor's online portal, or
through email, or facsimile.
iii) A Participating State or Entity may also elect, at their discretion, to
submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement
for Devices they already own, or Devices they acquire through an up-
front purchase.
ii) The Maintenance Agreement may be priced on a flat rate fee, which
shall include parts, labor, Preventative Maintenance (if applicable) and
Service calls. Supplies may or may not be included.
g. Lease or Rental Devices
i) Contractor shall be required to provide a Maintenance Agreement on
all Devices that are leased or rented by a Purchasing Entity.
ii) The Maintenance Agreement shall be priced based on a cost per click
rate, or a monthly base charge.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a
Maintenance Agreement on any Device that is owned or was leased
or rented through Master Agreement (RFP-NP-18-001), Master
Agreement (3091), or via any other means, providing the following
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conditions are met:
1) The Device has not reached the end of its Useful Life;
2) The maximum term of the Maintenance Agreement does not
exceed the Useful Life of the Device, unless otherwise specified
in a Participating Addendum; and
3) The Maintenance Agreement adheres to the same requirements
as outlined in sections ILA (9.2)(f) and ILA (9.2)(g).
ii) Devices that were previously serviced by another Dealer or
Manufacturer must be inspected and repaired, if necessary. Upon
mutual agreement, Contractor may charge Purchasing Entity for any
parts and/or labor required to bring the Device up to acceptable
maintenance levels.
iii) If the Device has been at the Purchasing Entity's location for less than
five (5) years, then Maintenance Agreement pricing shall not exceed
the new Master Agreement pricing, until the Purchasing Entity reaches
the five (5) year mark. Refer to section ILA (9.2)(h)(iv) below for
additional information.
iv) If the Device has been at the Purchasing Entity's location for more than
five (5) years, then Maintenance Agreement pricing shall not exceed
120% of the Service and Supply pricing in the new Master Agreement.
B. Ancillary Product and Service Offerings
1. Sub -Group Categories. The following Products and Services are sub -groups of the
Primary Product and Service Offering Groups.
1.1 Sub -Group G1 — Software Related Services. This is a sub -group of Group G —
Software. This sub -group shall include, but not be limited to, the following Services:
a. Cloud -based scanning (software as a service, enterprise content
management); and
b. Industrial Print solutions (back -file conversion, enterprise content
management).
1.2 Sub -Group C1 — Standalone Production Devices. This is a sub -group of Group
C — Production Equipment. Products offered under this sub -group are not restricted
to OEM, and may include, but not be limited to, the following:
a. Cutters;
b. Inline Finishers;
c. Folders;
d. Sorters;
e. UV Coaters; and
f. Binders.
1.3 Sub -Group C2 — Industrial Print Equipment. This is a sub -group of Group C —
Production Equipment. Products offered under this sub -group are not restricted to
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OEM, and may include, but not be limited to, the following:
a. Digital Label Press;
b. Digital Press;
c. 3D Printers;
d. 48" and larger Wide Format Printers (roll -fed, hybrid, flatbed);
e. Continuous Feed Inkjet;
f. High Speed Inkjet; and
g. Decorative Print & Embellishment.
1.4 Sub -Group D1 — Specialty Printers. This is a sub -group of Group D — Single -
Function Printers. Products offered under this sub -group are not restricted to OEM,
and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
f. Cable printers.
2. Sub -Group Category Discounts. Products in Sub -Groups C1, C2 and D1 must be
discounted at a minimum of 5% for OEM and a minimum of 2% for Non -OEM, unless such
discounts would exceed the discount amount offered for OEM and Non -OEM within Group
C and Group D, respectively.
3. Open Market Items
3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or
enhance the Devices and/or Services offered under the Master Agreement. NSP
items will not include:
a. Interactive White boards;
b. Computers, monitors, or other related hardware items;
c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.
3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer
and must be reported quarterly with all other sales under the Master Agreement.
3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.
3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the
maximum allowable amount of all NSP items in a single Order shall be determined
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by the Participating State or Entity.
3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market
Items in their Participating Addendum.
4. Emerging Technologies
4.1 Upon approval from the Lead State, Contractor may add new, related technology
to the resulting Master Agreement.
4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.
4.3 Any new technology that a Contractor requests to add to their Price List must
contain a full description of the Product, the MSRP and pricing information, and an
explanation/justification as to how the Product conforms to the requirements of the
RFP and Master Agreement.
4.4 Any new technology must be priced according to the lowest discount offered for
any Product under the Master Agreement. No discount or a 0% discount does not
qualify as a "lowest" discount.
III. Purchase, Lease and Rental Programs
A. Acquisition Methods. Contractor may offer the following:
Financial Vehicle
Standard Terms Offered
Purchase
N/A
Fair Market Value Lease
12,18, 24, 36, 48 and 60
months
Capital Lease
Straight Lease
Cancellable Rental
1. All Devices on Contractor's Price List may be purchased, leased or rented, either as a
packaged -deal, or stand-alone item.
2. Contractor may also offer 72-month lease and rental rates for Group C and Sub -Groups
C1 and C2 Devices only.
B. Device Trade -In
1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based
upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to
do a Device Trade -In, when placing a purchase, lease or rental Order.
2. The value for the Device Trade -In shall be negotiated by the Purchasing Entity and the
Contractor, and shall not include any disposal or shipping fees.
C. Lease and Rental Rates
1. Contractor may elect to include property tax in their lease and rental rates, or they may
bill the Purchasing Entity separately for property tax.
2. Once a Purchasing Entity enters into a lease or rental agreement, the lease or rental rate
must remain fixed throughout the Initial Lease or Rental Term, regardless of whether the
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Contractor had increased their lease or rental rates in the Master Agreement Price Lists.
If Contractor has decreased their lease or rental rates in their Price Lists, then they may
extend that lower rate to the Purchasing Entity.
3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.
4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be
subject to the lease and rental rates listed in the most recent Price Lists posted on the
NASPO ValuePoint website.
5. Contractor may update lease and rental rates on a quarterly basis to allow for changes in
the financial market. The rates must be indexed against the US Daily Treasury Yield Curve
Rates, or a comparable index, and must be the rate in effect at the end of each calendar
quarter.
6. Lease and rental rates must be proposed as a decimal multiplying factor in such a manner
that the purchase price of the Device may be multiplied by the lease or rental rate to arrive
at the resulting monthly Device Payment. Proposed rates must include the following
information:
6.1 The Daily Treasury Yield Curve (or comparable index) Rate;
6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate;
a. The fixed margin for each lease and rental type being proposed, and how that
margin is determined; and
b. The methodology for determining the 48 month base rate if a 4-year rate is
not published.
6.3 Contractor must offer Coterminous lease and rental rates to any Purchasing Entity
wishing to add Products to an existing lease or rental agreement. The calculation
for the Coterminous lease and rental rates must adhere to the following
methodology:
For example: A customer enters into a 36 month FMV Lease, and 12 months
into that lease, they decide to add an Accessory to the Base Unit. The Contractor
shall divide the 36 month cumulative Device Payment by 24 months to arrive at
the monthly Coterminous payment for that Accessory. That payment will then be
added to the existing Device Payment. The new Total Monthly Payment must
then be disclosed to the Purchasing Entity.
D. Leasing and Rental Overview
1. All lease and rental programs shall remain with the Contractor or Authorized Dealer
through an in-house leasing program, or through the financial branch or subsidiary of
Contractor. In addition, Contractor and their Authorized Dealer may use Third Party
leasing companies, however; all Third Party leasing company documents must be
reviewed and approved by the Lead State and said documents must be incorporated into
the Master Agreement before any Participating State, Participating Entity, or Purchasing
Entity can use them. It will be at the discretion of the Participating State, Participating
Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor,
Authorized Dealer or Third Party leasing company. All contractual obligations however,
will still be the responsibility of the Contractor.
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2. A Purchasing Entity may lease or rent Devices pursuant to the terms and conditions in
this Master Agreement, and according to the requirements listed in their states'
Participating Addendum.
3. Lease and rental agreements shall not be subject to automatic renewals. This is non-
negotiable in any Particpating Addendum or Order.
4. A lease or rental agreement issued prior to the termination of the Master Agreement and
Participating Addendum, shall survive the termination of the Master Agreement and the
Participating Addendum, and all terms and conditions of the Master Agreement and
Participating Addendum shall continue to apply.
5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase
option on an FMV Lease, a Purchasing Entity shall return the Device at the end of the
Initial Lease or Rental Term, or at the end of the Renewal Lease or Rental Term, or the
Contractor may pick the Device up, without any further financial obligations to the
Purchasing Entity.
6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial
or Renewal Term.
7. Device returns must be performed within thirty (30) calendar days after the Contractor or
Authorized Dealer provides return shipping instructions to the Purchasing Entity.
8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar
days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total
monthly payment amount for such Device, for each month that the Device remains at
Purchasing Entity's location. Contractor or Authorized Dealer is not permitted to bill the
Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when
Purchasing Entity has made it available.
9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return
costs.
10. The maximum term on any Initial Lease or Rental Term shall be 60 months, with the
exception of Group C and Sub -Group C1 and C2 Devices, which, at the discretion of the
Participating State or Entity, and upon availability of the Contractor, shall have a maximum
term of 72 months.
11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity,
but at no time shall the Renewal Term exceed the Useful Life of the Device.
12. All Renewal Terms shall be billed on a monthly basis.
13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may
cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written
notice.
14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term
will automatically terminate at the end of the 12-month period, unless the Purchasing
Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a
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Purchasing Entity wants to cancel their 12-month Renewal Term early, then early
termination fees shall apply, and will be equivalent to the remaining stream of equipment
payments only (i.e. less maintenance).
E. Leasing and Rental Options
1. FMV Lease
1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18,
24, 36, 48, or 60 months for Group A, Group B and Group C, based upon the
Contractor's available options, and at the discretion of the Participating State or
Entity. In addition, a Participating State or Entity may elect to include a 72-month
lease term for Group C and Sub -Groups C1 and C2 only, if provided by the
Contractor.
1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Exercise their purchase option;
b. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pick the Device
up.
2. Capital Lease ($1 Buyout Lease)
2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18,
24, 36, 48, or 60 months, based upon the Contractor's available options, and at the
discretion of the Participating State or Entity. In addition, a Participating State or
Entity may elect to include 72-month lease term for Group C and Sub -Groups C1
and C2 only, if provided by the Contractor.
2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to
the Device to the Purchasing Entity, or as otherwise determined in a Participating
Addendum or an Order, and the Purchasing Entity shall not be subject to any
additional expense in order to assume possession of the Device.
3. Straight Lease
3.1 A Purchasing Entity may have the option to enter into an Initial Lease Term of 18,
24, 36, 48, or 60 months, based upon the Contractor's available options, and at the
discretion of the Participating State or Entity. In addition, a Participating State or
Entity may elect to include 72-month lease term for Group C and Sub -Groups C1
and C2 only, if provided by the Contractor.
3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device
up.
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4. Cancellable Rental
4.1 A Purchasing Entity may have the option to enter into an Initial Rental Term of 24,
36, 48 or 60 months, based upon the Contractor's available options, and at the
discretion of the Participating State or Entity. In addition, a Participating State or
Entity may elect to include 72-month term for Group C and Sub -Groups C1 and C2
only, if provided by the Contractor.
4.2 A Purchasing Entity shall have the option to cancel the rental at anytime throughout
the term of the agreement, by providing the Contractor with a thirty (30) day prior
written notice.
4.3 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device
up.
F. Leasing and Rental Terms and Conditions
1. Possession and Return of Lease and Rental Devices
1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the
Devices are in Purchasing Entity's possession. Purchasing Entity shall be relieved
of all risks of loss or damage to the Devices during periods of transportation and
de -installation.
1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their
End of Term (EOT) options at least sixty (60) days prior to the end of any Initial Lease
or Rental Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of lease or rental
agreement;
b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.
1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the
Device, it shall give Contractor at least thirty (30) days written notice prior to the
expiration of such lease or rental term. Notwithstanding anything to the contrary, if
Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of
a purchase, renewal, or return of the Device, the Initial Lease or Rental Term shall
be terminated on the date as stated in the Order and removal of the Device will be
mutually arranged, unless otherwise specified in an Order.
1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will
immediately make the Device available to Contractor in as good of condition as
when Purchasing Entity received it, except for ordinary wear and tear.
2. Payment. The first scheduled payment (as specified in the applicable Order), will be due
following the Acceptance of the Device(s), or such later date as Contractor may designate.
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The remaining payments will be due on the same day of each subsequent month, unless
otherwise specified in the applicable Order.
3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Keep option on an FMV or Capital Lease.
4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Return option on an FMV or Straight Lease, and return the Device to the Contractor in
good working condition (ordinary wear and tear excepted).
5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or
Downgrade on a lease or rental at anytime throughout the term of the lease or rental
agreement. The Purchasing Entity and the Contractor shall negotiate the price of the
Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade
or Downgrade be less than the remaining stream of Device Payments.
6. Non -appropriation of Funds. The continuation of any lease or rental agreement will be
subject to, and contingent upon, sufficient funds being made available by the Participating
State Legislature and/or federal sources. The Purchasing Entity may terminate any such
lease or rental agreement, and Contractor waives any and all claim(s) for damages,
effective immediately upon receipt of written notice (or any date specified therein) if for
any reason the Purchasing Entity's funding sources are not available.
7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign
the Device or any lease or rental agreement without Contractor's prior written consent
(which consent shall not be unreasonably withheld).
7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of
Contractor's interests in the Device and/or these Lease or Rental Terms or any
Order for leases or rentals, without notice to Purchasing Entity even if less than all
the payments have been assigned. In that event, the assignee (the "Assignee") will
have such rights as Contractor assigns to them, but none of Contractor's
obligations (Contractor will keep those obligations) and the rights of the Assignee
will not be subject to any claims, defenses or set offs that Purchasing Entity may
have against Contractor.
7.2 No assignment to an Assignee will release Contractor from any obligations
Contractor may have to Purchasing Entity.
8. Early Termination Charges
8.1 Except in the case of Non -appropriation of funds, FMV, $1 Buyout, and Straight
Leases shall be subject to an early termination charge, and shall involve the return
of the Device (in good working condition; ordinary wear and tear excepted) by the
Purchasing Entity to the Contractor. With respect to the Device, the termination
charge shall not exceed the balance of remaining Device Payments (including any
current and past due amounts), and with respect to Service or maintenance
obligations, the termination charge shall not exceed four (4) months of the Service
and Supply base charge or twenty-five percent (25%) of the remaining
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Maintenance Agreement term, whichever is less.
8.2 Cancellable Rentals shall not exceed a termination charge of three (3) months of
Total Monthly Payments, or as otherwise agreed to by the Participating State or
Entity.
9. Default. Each of the following is a "default" under these lease and rental terms:
9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five
(45) days (or as otherwise agreed to in a Participating Addendum) of its due date;
9.2 Any representation or warranty made by Purchasing Entity in these lease or rental
terms is false or incorrect and Purchasing Entity does not perform any of its
obligations under these lease or rental terms, and this failure continues for forty-
five (45) days (or as otherwise agreed to in a Participating Addendum) after
Contractor has notified Purchasing Entity;
9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of
creditors;
9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or
substantially all of such guarantor's assets; or
9.5 Purchasing Entity stops doing business as a going concern or transfers all or
substantially all of Purchasing Entity's assets.
10. Remedies. If a Purchasing Entity defaults on a rental or lease agreement, then
Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement,
and Participating Addendum, may do one or more of the following, at the discretion of the
Participating State or Entity:
10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that
Contractor has entered into with Purchasing Entity;
10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for
loss of Contractor's bargain and not as a penalty, a sum equal to:
a. All past due payments and all other amounts payable under the lease or rental
agreement;
b. All unpaid payments for the remainder of the lease or rental term, discounted
at a rate equal to three percent (3%) per year to the date of default; and
c. Require Purchasing Entity to deliver the Device to Contractor per mutual
arrangements.
IV. Contractor Responsibilities and Tasks
A. Service Requirements
1. Technicians. All technicians must be factory trained by the OEM and certified to Service
the Devices.
2. Standard Service Levels. Participating States and/or Entities may negotiate their own
Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum,
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 52
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adhere to the following requirements:
2.1 End -User Training
a. Purchasing Entity may request an initial one -hour training session for each
Device ordered under the Contract. Contractor shall provide this initial
training, free of charge, via one of the following delivery methods: On -site,
web -based, or on-line. The delivery method selected for each Device will be
at Contractor's sole discretion. Purchasing Entity should be advised that while
this initial one -hour of free training shall be provided by Contractor at
Purchasing Entity's request, Contractor will not provide substitutions (e.g. free
supplies, deeper discounts, etc.) in lieu of this training.
b. Purchasing Entity may also request an additional one -hour training session
for technical support, which shall include network connectivity and print driver
installation. This additional training shall be provided via a delivery method
mutually agreed upon by Contractor and Purchasing Entity, and at a mutually
agreed upon price.
c. If Purchasing Entity elects to exercise the training option, then Contractor
shall provide the training within ten (10) Business Days of Purchasing Entity's
request.
d. Contractor may offer additional on -site, one -hour training sessions for a flat
rate fee. Additional charges for travel and per diem, if applicable, must be
disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order
placement.
e. Contractor must provide on -site or off -site operational training to designated
Purchasing Entity personnel, until the personnel are able to operate the
Device independently. Pricing for operational training shall be based on a flat
rate fee. Additional charges for travel and per diem, if applicable, must be
disclosed to the Purchasing Entity, and mutually agree upon, prior to Order
placement.
f. Contractor shall provide Device literature, user -manuals, and access to on-
line resources, if available, at no charge to the Purchasing Entity.
g. For Groups A, B, C, D and E, Contractor shall provide a no charge, toll -free
end -user technical support number that Purchasing Entities can utilize for
everyday minor troubleshooting (i.e. this does not include network
connectivity or print driver installation). A Purchasing Entity must be able to
obtain assistance during Normal Business Hours.
h. Contractor shall provide phone/technical support within two (2) hours of
Purchasing Entity's request for assistance, providing such request, and
subsequent support, falls within normal business hours.
2.2 Preventative Maintenance. Contractor must perform all Preventative
Maintenance Services at the Manufacturer's suggested intervals, or as specified in
an Order. Preventative Maintenance shall not be a requirement on desktop
Devices.
2.3 Device Performance
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 53
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a. Device Downtime shall be computed from the time the Contractor is notified
of Device failure until the time in which the Device is fully operational.
b. Device Downtime due to lack of consumable Supplies is not acceptable.
c. Contractor must provide daily communication to the Purchasing Entity
regarding inoperable Devices, including updates regarding resolution
timeframe, and any parts, Accessories, or Devices on back -order.
2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2)
Business Days, due to Device malfunction, as reasonably determined by
Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such time as the
inoperable Device is now operable; or
b. At the discretion of the Participating State or Entity, provide the Purchasing
Entity with off -site manned production capabilities, at the sole cost to the
Contractor, to accomplish the work of the Device that is inoperable.
c. If any Device in Group C or Sub -Groups C1 and C2 are inoperable for two (2)
Business Days, due to Device malfunction, as reasonably determined by
Contractor, then Contractor shall provide access to an off -site manned
production facility as an accommodation to the Purchasing Entity.
2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five
(5) years after the Purchasing Entity's Acceptance of any Device.
b. All Device components, spare parts, application software, and ancillary
Devices that are supplied under any resulting Master Agreement, must
conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable
and installed in accordance with Manufacturer specifications.
d. Repair parts may be new, reconditioned, reprocessed or recovered.
2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall
adhere to the following Service Call Response Times based on the distance
that their Service Base Location is from the Purchasing Entity:
Service
Definition
Response Time
Zone
Urban
Within 60 miles
4 - 6 Hours
Rural
60 — 120 miles
1 - 2 Business Days
120+ miles, or only
Remote
accessible by plane or
4 — 5 Business Days
by boat
b. Repair or replacement of parts and/or Devices shall occur within four (4)
Business Days of Contractor arriving at Purchasing Entity's location, with the
following exception:
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 54
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
i) If Contractor is drop -shipping a new Device to replace a defective
Device, then Purchasing Entity must receive the new Device within
three (3) Business Days.
c. Contractor(s) may charge different rates according to each Service Zone.
2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and
repair Services provided for each Device.
b. A no -cost copy of Service logs/reports must be provided to the Purchasing
Entity or Participating State or Entity, within five (5) Business Days of the
request.
2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and re-
installing Device.
b. Contractor may charge for this Service based on the following table:
Service
Distance from current
Charge
Zone
placement of Device
1
Within the same building
No Charge
Allowed*
Up to 50 miles from building in
Flat Rate Fee, plus
2
which Device is currently placed
Per Mile or Hourly
Fee
More than 50 miles from building
Flat Rate Fee, plus
3
in which Device is currently
Per Mile or Hourly
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 relocations. The price shall be agreed upon in writing
by Contractor and Purchasing Entity prior to any Device relocation in Zone
1.
c. Contractor may not charge for any fees incurred due to fuel or tolls
d. Moves must be performed within thirty (30) calendar days of the Purchasing
Entity request. Request may be verbal or written, but Contractor must confirm
the request in writing and provide a date that the move will occur. Written
confirmation must be sent to the Purchasing Entity within three (3) Business
Days of request. In the event that there will be a delay in these Services,
Contractor shall communicate with Purchasing Entity and agree on a mutually
beneficial time -frame.
e. Contractor is required to offer device relocation services for all lease and
rental equipment.
3. Meter Read Invoicing
3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall
provide meter reads within the Contractor's requested time -frame.
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3.2 Invoices that are generated without receiving the proper meter read information
from the Purchasing Entity will not be considered inaccurate.
3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing
issue and the Contractor will be allowed a thirty (30) day cure period to address
any such issue. During the thirty (30) day cure period, the Purchasing Entity will
not be assessed any late fees for failure to submit payment by the invoice due date.
3.4 Failure on the Contractor's part to maintain accurate invoicing shall result in a
$25.00 per instance credit on the following month's invoice.
4. Reporting
4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce
reports that can be measured against the required SLA components.
b. The Participating State or Entity shall determine how the reports will be
utilized and whether liquidated damages will be assessed for failure to meet
the SLA requirements. Any liquidated damages or penalty structure shall be
defined in the Participating State or Entity's Participating Addendum.
4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing
Entities upon request. The reports shall be provided on a quarterly basis, or at the
discretion of the Participating State or Entity.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
iii) Dates that Preventative Maintenance was performed, if applicable;
and
iv) Estimated end of Useful Life per Device, based on current usage.
b. The report may include, but not be limited to, the following:
i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.
B. Customer Service
1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to
ensure compliance with the resulting Master Agreement and subsequent Participating
State or Entity requirements and that the individuals occupying the Key Personnel
positions have adequate experience and knowledge with successful implementation and
management of a national cooperative contract. Contractor shall provide a single point of
contact for the following:
1.1 Master Agreement Contract Administrator — shall be the Lead State's primary
contact in regards to Contract negotiations, amendments, Product and Price List
updates, and any other information or documentation relating to the Master
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Agreement;
1.2 NASPO ValuePoint Reporting Contact — shall be responsible for submitting
quarterly reports and the quarterly Administrative Fee to the appropriate personnel;
1.3 Master Agreement Marketing Manager — shall be responsible for marketing the
resulting Master Agreement, as well as creating Participating State websites, and
ensuring that all uploaded data and content is current; and
1.4 National Service Manager — shall be responsible for overseeing the Regional
Service Managers, Field Service Technicians, training, and inside Service
operations. This position will work with the Lead State Contract Administrator to
ensure contractual obligations are met, while providing leadership for the
Contractor's operations, as well as strategic planning of the Service department.
2. Single Point of Contact. Contractor shall provide a single point of contact for each
Participating State, who will handle any questions regarding the Products provided, as
well as pricing, delivery, billing, reporting, status of Orders, customer complaints and
escalated issues.
3. Service and Support Hours. Contractor must provide full Service and support for
Products during Normal Business Hours.
4. Customer Service Team. Contractor shall also have a designated customer service team
who shall be available by phone (via local or toll free number), fax, or email during Normal
Business Hours.
5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business
Hours for any Device that needs to be serviced. Such coverage shall be billed to the
Purchasing Entity at an hourly rate.
6. Online Access. Customer service representatives shall have online access to account
information and be able to respond to inquiries concerning the status of Orders (shipped
or pending), delivery, back -orders, pricing, Product availability, Product information, and
account and billing questions.
C. Authorized Dealers
1. Contractor can engage Authorized Dealers to provide Products and/or Services
2. In the event a Contractor elects to use Authorized Dealers in the performance of the
specifications, the Contractor shall serve as the primary Contractor, and shall be fully
accountable for assuring that their Authorized Dealers comply with the terms and
conditions of the resulting Master Agreement, and any Participating Addendum, and shall
be liable in the event Authorized Dealers fail to comply with such terms and conditions.
3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing,
Master Agreement, and Participating Addendum requirements, and Contractor shall
provide training to all of their Authorized Dealers at least once per calendar year, or as
otherwise determined by the Lead State.
4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 57
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invoice them directly, unless otherwise stated in a Participating Addendum.
5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer
Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of
engaging or removing a Dealer.
6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will
provide notification to the Contractor with justification as to why the decision was reached.
In addition, it will be at the discretion of each Participating State or Entity as to whether
they will utilize the Authorized Dealers as approved by the Lead State. Under no
circumstances is a Participating State or Entity permitted to use a Dealer that has not
been approved by the Lead State.
7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the
Master Agreement, then it shall be at the discretion of the Lead State, upon
recommendation from the Participating State, to:
7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead
State or;
7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations
in one state, or multiple states, remove them as a Dealer from the location in which
they are not in compliance.
D. Device Demonstration Requirements
1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group C, Sub -
Group C1, Sub -Group C2, Group D, Sub -Group D1, Group E, and Group F.
2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured,
or Refurbished Devices shall be converted to a purchase, lease, or rental.
3. At the discretion of the Participating State or Entity, and upon request by a Purchasing
Entity, showroom Devices for Groups A, B, and C may be converted to a purchase, lease,
or rental providing the following conditions are met:
3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies
total (i.e. b&w and color combined);
3.2 The meter count on Group C Devices does not exceed 50,000 copies total (i.e.
b&w and color combined);
3.3 The Device must be discounted by at least 5% off of the Master Agreement pricing
for that same Device; and
3.4 The Purchasing Entity and the Contractor indicate on the Order that the Device is
a showroom model.
4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not
exceed thirty (30) calendar days.
5. If Purchasing Entity does not make the demonstration Device available for pickup after
thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device
for each day that it remains at Purchasing Entity's location. Such rates shall not exceed
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 58
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current market standards.
E. Device Installation Requirements
1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized
installation and site requirements for the delivery and installation of Device. This
information should include, but is not limited to, the following:
1.1 Air conditioning;
1.2 Electrical;
1.3 Special grounding;
1.4 Cabling;
1.5 Space;
1.6 Humidity and temperature limits; and
1.7 Other considerations critical to the installation.
2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring
or dedicated lines.
3. Network installation shall include configuration of the Device for the proper network
protocols, and installation of the appropriate print drivers on up to five (5) computers per
Device, or as otherwise specified in a Participating Addendum.
4. If applicable, all Devices must be set-up with Preventative Maintenance notifications
turned on, and with the most environmentally responsible defaults enabled, including
Energy Star saving settings.
5. Contractor may charge for excessive installation requirements, including rigging, access
alterations, and access to non -ground floors via stairs. Any such excessive installation
charges must be quoted to the Purchasing Entity prior to the signature of any Order, and
shall be based on the actual expenditures of Contractor or Authorized Dealer.
6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of
installation which shows the name, address, and telephone number of Contractor or
Authorized Dealer responsible for warranty Service of the Device.
7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as
required by the Purchasing Entity. Upon completion of the work, the premises shall be left
in good repair and in an orderly, neat, clean, and unobstructed condition.
F. Security Requirements
1. Network and Data Security
1.1 Devices may be configured to include a variety of data security features. The set-
up of such features shall be at the discretion of the Purchasing Entity, and all costs
associated with their implementation must be conveyed by Contractor prior to
Order placement.
1.2 Contractor will not be permitted to download, transfer, or access print data stored
on the Device in either hard drive or chip memory. Only system management
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 59
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accessibility will be allowed.
1.3 Contractor shall ensure that delivery and performance of all Services shall adhere
to the requirements and standards as outlined in each Participating State or Entity's
Participating Addendum.
2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or
applications shall be encrypted if practical. In addition, sensitive data will be encrypted in
all newly developed applications. Since sensitive information is subjective, it shall be
defined by each Participating State or Entity in their Participating Addendum.
3. Data Breach. Contractor shall have an incident response process that follows National
Institute of Standards and Technology (NIST) standards as referenced in the NIST
Computer Security Incident Handling Guide, which can be downloaded at
https://www.nest.gov/publications/computer-security-incident-handIinq-quide, and it shall
include, at a minimum, breach detection, breach notification, and breach response.
Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning
of such breach.
4. Authentication and Access
4.1 Any network connected Device must offer authentication for all features via LDAP
and/or Windows AD, as well as the ability to disable authentication for any or all
features.
4.2 Any network connected Device must have the ability to connect via Dynamic Host
Configuration Protocol (DHCP) or Static IP address.
4.3 The credential information for any remote authentication method may not be
maintained within the Device's memory.
4.4 Access to the Device's administrative functions must be password protected per
the Participating State or Entity requirements, and the default settings must be
changed at the time of Device installation.
5. Hard Drive Removal and Surrender
5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable)
from the Device at the end of its Useful Life, or when any hard drive is repossessed
by Contractor; or
5.2 At the Participating State or Entity's discretion, Contractor shall remove the hard
drive from the applicable Device and provide the Purchasing Entity with custody of
the hard drive before the Device is removed from the Purchasing Entity's location,
moved to another location, or any other disposition of the Device. The Purchasing
Entity shall then be responsible for securely erasing or destroying the hard drive.
5.3 If Contractor takes possession of any Device at a Purchasing Entity's location, then
they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.)
and dispose of them in accordance with applicable law, as well as environmental,
and health considerations, or as otherwise specified in a Participating Addendum.
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5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however;
Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects
to keep the hard drive in their possession. Contractor must disclose the price for
removal and surrender of the hard drive, prior to Order placement.
5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then
Contractor must convey this to the Purchasing Entity at the time of Order
placement. In the case of a non -removable hard drive, section IV.I (5.1) shall
apply.
5.6 If Contractor is removing another Manufacturer's Device, they are not permitted to
remove the hard drive. Only the Manufacturer or their Authorized Dealer shall
remove hard drives in their own Devices. Contractor shall work with the
Manufacturer to ensure the requirements pursuant to this section are met.
G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating
Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices,
or any applicable notice regarding the Products being sold. This notice must be received in
writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such
issues.
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 61
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EXHIBIT B — SAMPLE D&A CERTIFICATE
NASPO VALUEPOINT MASTER AGREEMENT NO.
AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.
WITH Insert Name of Contractor
To: Insert Name of Contractor or Authorized Dealer
Pursuant to the provisions 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:
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 62
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EXHIBIT C — AUTHORIZED DEALER FORM
Manufacturer Name:
(Check one)
❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO
ValuePoint Multi -Function Devices and Related Software, Services and Cloud Solutions Master Agreement.
❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi -
Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following
reason (required):
State(s) Serviced by Dealer:
Dealer Name:
Address:
Phone (include Toll -Free, if
available):
Contact Person(s):
Email Address:
FEIN:
Signed
Signed
Date:
(Contractor Representative)
Date:
(Authorized Dealer Representative)
(Print First and Last Name of Authorized Dealer Representative)
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 63
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
EXHIBIT D - AUTHORIZED DEALERS BY STATE
a
Exhibit D -
Authorized Dealers b)
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 64
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 1 - KMBS MASTER LEASE AGREEMENT
APPLICATION NUMBER AGREEMENT NUMBER
KONICA MINOLTA
This Master Premier Lease Agreement ("Agreement J is written in "Plain English" The words you and your, refer to the Customer {and its guarantors]. The words Lessor, we, us and
our, refer to Konica Minolta Premier Finance, a program of Konica Minolta Business Solutions U.S.A., Inc., its subsidiaries and affiliates in which the Supplier listed below
paltici ates under this Agreement -
CUSTOMER INFORMA■
FULL LEGAL NAME STREFTi ADDRESS
STATE ZIP
BILLING NAME (IF DIFFERENT FROM ASOVEI BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION fIF DIFFERENT FROMABOVE)
FAX
'Hy provrdahg a taiephi number for a ceilu iar phone or other wireless device, you are expressly consenting to recarrii communrciibons (for NON♦narketing or sorcibticn purposes] at .hat number, including, but not rmRad to,
prerecorded or artificial voice message calls. text messages. and calls made by an automatic telephone dialing system hom Lessor and its affiliates and agents. This Egress Consent apples to each such tekobone number Ihat
you provida to us now or in the hilurc and porn." such calls. These cal. wind --ges may 'own access Teas from your cellular prwidar.
The Konica Minolta equipment leased in this Agreement is covered under Konica Minoltas a
Customer One Guarantee. A copy of the Guarantee can he obtained from your dealer.ol
�- --�
NAME OF SUPPLIER
STREET ADDRESS
CITY STATE ZIP PHONE FAX
LEASE AGREEMENT; You agree to lease from us the personal property as Identri in Schedules to this Master Premier Lease Agreement from time to erne signed by you and us (such property and any
upgrades, replacamants, repairs and additions Wall to as "Equrpmill for business purposes only. Each Schedule Is a separate asslgnable lease. To the odert the Equipment ndudQs intangible property
or sssadeled services such as periodic sof it licenses and prepaid database mbscripbon rights. such property shall he referred to as the "SaRwil You agree to all of the terms and conditions contained
in this Agreement end any Schedule. which. along win ft terms and conditions in the NAS PO ValuePoint Master Agreement and Partiapat-r,g Addendum are a complete statement of our wig reement regarding
the lislad aquipmant ('Agreement'). and suparsadas all etharwrrtings. cummunrcaiivns, understandings, udwr agr—tens, any purchase order and any solicitation documents. including any miatad documents.
This Agreement may be modified only by written agreement and not by course of performance. This Agreement becomes valid upon issuance of a Purchase Order or its execution by both parties.. The
Equipment is deemed accepted by you under the applicable Schedule unless you notify us within fen (10) bus»ess days of delivery that you do not accept the Equipment and specify the detect or malfurielion
In that avert, at our solo option, we or our denigin— wig rapt... the defective dam of Equipment or this Agreemart will be ca naiad and wit a our des .— will rapossass the Equipmanl You agraa that upon
our request you will sign and deliver to us, a delver/ and acceptance cardficate confirming your acceptanx of fire Equipment leased to you. The Agreement will continue from the Billing Dale for the Terms
shown. Any externs of renewal of the Term will be in accordance with the Term extension and renewal terms and condrbons of the NASPO Vak*Pemt lead by the State of CC) Contract number 107002 is
modibad by that o.riain Parbcipating Addendum (Cdkctivaly "State Cwtnil batwean you and Konica Mrnoha Business Solufi— U.S.A. Inc. THE BASE 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, BUT AT NO SUCH TIME
SHALL THE BASE RENTAL PAYMENT EXCEED THE AGREEMENT PRICING. If any provision of this Agreement is declared unanforceable in any jurisdicil the odwrprovisfons herein shell remain in MI
force end effact in that iurisdwbon and all others. . In connection with requests for additi l finarlcng, t your financial statements cease being publicity available, we may request financial inforrnabon and you
agree to caaperala with s.mh raaspnable requeah. You aWhori.. us or our .gaol to obtain credit reports and make credit inquiries regarding your final condition and to provide such information, inruding
payment history. to our assignee or tnair partial having an addrmxm interest in this Agreement, any Schedule or Via Equpmard.
(Contrrn ed on back)
THIS IS A NONCANCELABLE 1 IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LACCEPTAAICE
ESSOR
TAX I.D. # PRINT NAME TITLE
To Ill :ha GMc,rh enr fight IPA Iunding al:ewonRn and money I—kring—ii, Fedora Law maul all rni •.:i ," i:' • ..• i:' -, n '.miry ant —M idonna7im t., comities each aenwn who Wp an account VR_ Mi. trans la, iMen you
open an aoovurn. we vd ask hx your mime, addnsa wind orhm inkin eoh dw will slow tin w derey you; ea may :il•: .., 4wamenit.
IN in"firse III 1_' :..I 7 . i .: t. ' e and canddigne.
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 65
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
2. RENT: Rent will be payable in installments each in the amount of the Monthly Payment [or other periodic payment) shown plus any applicable sales arol use tax Subsequent installments will be payable on the
first day of each rental payment period shown beginning after the first rental payment period or as othehwise agreed We will have the right to apply all sums received from you to any amounts due and owed to us
under the terms of this Agreement. Your obi ligation to make all Monthly Payments (or other periodic payment) hereunder is absolute and unconditional and you cannot withhoid or offset against any
Monthly Payments i other periodic payment) for any reason. You agree that you will remit payments to us in the form of company checks for personal checks it the ease of sole prepdetcships). direct debit
credit card, or wires only You also agree cash and cash equivalents are not acceptable forms of payment for this Agreement and that you win not rend such forms of payment to us WE BOTH INTEND TO COMPLY
WITH ALL APPLICABLE LAW S. 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 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 AMOU NTS IN EXCE 35 OF THE LEGAL AMOUNT.
3. OWNERSHIP OF EQUIPMENT: We are the Owner of the Equipment and have sole title (unless you have a $1.00 purchase option) to the Equipment (excluding software]. You agree to keep the Equipment
free and dear of all liens and claims.
4. WARRANTY DISCLAIMER- WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS
MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH rFEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR
REPRESENTATIONS MADE BYUS. LESSOR 15 LEASING THE EQUIPMENT TO YOU THE LESSOR AGREES TO PASS THROUGH TO YOU ANY AND ALL TRANSFERABLE WARRANTIES
ISSUED BY THE MANUFACTURER ANDIOR SUPPLIER AT THE INCEPTION OF THE LEASE. You acknowledge that Suppiier nor their representatives are our agents and nine ofthem are authorized
to modify the terms of Ibis Agreement or on any Schedule. No representation or warranty of 5uppier With respect to the Equipment 01 bind us nor Will any breach thereof relieve you of any of your obligations
hereunder except for any Lessee termination rights relating to the Suppler s default and performance. You are aware of the name of the manufacturer or supplier of each hem of Equipment and you vnl ou dad the
man utacturer or supplier for a desedplko of your wennmty rights. You hereby —knowl dge and confirm that you have not received any tax, fnanclal, accounting or legal advice from us, the manufacturer or Supplier
of the Equipment THIS AGREEMENT AND EACH SCHEDULE CONSTITUTES A "FINANCE ISE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.
5. LOCATION OF EQUIPMENT You will keep and use the Equipment only al your address all above and you agree not to move it unless we agree to it At fhe end of the Agreement's term. Ifyou do not purchase
the Equi)rnerd, you will make the Equipment available far it up, an retail resalable wndition (normal weer and tear acceptable), full working order, and an complete repair.
6. LOSS OR DAMAGE: You are responsible for the nsk of loss or for any destruction of or damage to the Equipment No Such loss Of damage relieves you from the payment obligations under this Agreement. You
aq nee to promptly noddy us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments (or other periodic payments shown) for the full Agreement term
plus the estimated fair meriret value of the Equipment et the end of the originegy scheduled term, all discounted s1 Sour percent [4%) per year. Any proceeds of insurance will be paid to us and ixedited, el our option,
against arty loss or damage
7. COLLATERAL PROTECTION AND INSURANCE: You ere responsible for keeping the Equipment in good working order. Except for ordinary wear and tear, you are responsible for protecting the Equipment from
damage and loss of any kind. It the Equipment le damaged or IorL you agree to oorrhnue to pay the amounts dua and to become due hereunder without sell or defense You all to masona hi cooperate with us
end any insurer in the placement nfan mil and daims thereunder..
& RESERVED
9. TAXES AND FEES: Except to the extent you have. upon our written request. provided a veld tax exemption certificatel you agree to pay when invoiced all sales and -or use taxes relating to this Agreement or the
Equipment.
10. ASSIGNMENT. YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sad, assign. or transfer this Agreement andror the Equipment wrth
notice. You agree that a we sal, assign a transfer thin Agreement andror the Equipment, the new Lessor will have the Same rights and benefits that we have now and unll not have to perform any of our obligations
You agree that the rights of the new Lessor will not be subject to any claims. defenses. or set offs that you may have against Supplier whether cr not you are notified of such assignment The cost of any Equipment.
Software. services and other elements of thus Agreement has been negotiated between you and the Supplier. None of Lessens assignees will independently verify any such costs. Lessor's assignees will be providing
funding based on the payment you have negotiated with Supplier. You are responsitde for determining your accounting treatment aft appropriate tax, legal, financial and accounting components of til Agreement
11. DEFAULT AND REMEDIES. (a) If you do not pay any lease payment or other sum due to us in accordance with the applicable law. within 45 days of submissim of the invoice in the mutually agreed upon format
and diiii method a (b) if you break airy of your material promises in the Agreement which is not cured wth n thirty (30) business days after receipt of notice thereof from Lessor or (c) Lessee, its owner(a) or any
guanind-f.j are listed on is US or foreign government sanctions list or are subject to sanctions there from you will be in defeat Harry pan of a payment is mere riwn fil (1S) days late, you agree to pry a late
charge of One percent (I *A) of the payment per manth unto such time as your account is brought current. If you breach any lean of this Agreement. antl after having been given written notice and thirty FJJO) days to
cure. and where such breach no uncured. you will be in default we may do any one or all of the following. provided however. that Lessor may not reoowr value in excess of amount then unpaid plus all amounts
to become due under the terns of the Schedule for its full initial term (a} ktstruct Supplier to withhold service. parts end supplies andror cannel Customer Crhe Guaranty . ibj te"met@ or cancel this Agreement and
epploahle Soll-i e, you agree to compensate us, not ss a penalty, by paying, the sum of (0 ell past due and c r-rit Mmthhy Payments (air other periodic payments) and themes due under the appirahfe defeull
Schedule: and (ii) the present value of so remaining Monthly Payments (or other periodic payments) and charges for the remainder of the term of such Schedull discounted at the rate of four percent (496) per annum
I the Iurresl rat. pa—ifled by law, hrub—, is higher).; end (iii) require you In velum the Equipment to us to a tvca4nn designated by us (and with respad to any Soft.... and (0 immedratefy terminate your right
to use the Software including the disabling (an-sde or by remote comrmricetion) of any 5otware; Cm) demand the immedune return and obtain possession of the Soili and re-foen a the Software at a pubic or
private sale. andlor (iii) cause the Software supplier to terminate the Software license. support and other services under the Software license). We may recover interest on any unpaid balance at the rate of Ivor percent
I per annum but in no event antra than the lawful mauanum rate. We may also — any of the reach awiable to us under Article 2A of the Undone Commercial Code as enacted in the State of Lessor or it.
Assignee or any other law. You agree to pay our reasonable costs of cMle�o, and ernomement, mckudirg but of limited to aftomey's fees and arttual court costs relating to any dean ansing under this Agreement
including. but rot Baited to, any legal action or tel l For Collection. If we have to take possession of" Equipment. you agree W pay the cost of repossession. The net proceeds of the sale of any repossasaed
Equipment Trill be credited against what you owe us You agree mat any decay or failure to enforce our rights under this Agreement does not prevent us tram enforcing any rights at a later time All of our rights are
cumulative. t is further agreed that your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A (SM-522) of the JCC.
12. UCC FILINGS- You grant us a securely entarast in the Equipment ifthis Agreement is deemed a secured tro—dion and you authorize us to record a UCCA financing slatemenl or sire Aar ins4umant in ordar to
show our interest in the Equipment.
13, CONSENT TO LAW, JURISDICTION, AND VENUE: Any claim, dispute. or ill g on relating to the execution, kderprefation, performance or enlorcerr trot of the Agreement. or any of its related documents, shall
he governed by the laws of the State of the Lessee wilhaut regard to applfcsfil of obtuse of Few principles. BOTH FART]I WAIVE TRIAL BY JURY IN ANY ACTION EETWEEN US.
14. LESSEE GUARANTEE: You agree. upai nun request. lv submit the original of thc. Agree:nwnt and arty sctiedulas to the Lesser vie Overnight courier the serrhe day id tfw tawYriAa or other eleu-trunk hzahsrr�.sinn
Ofthe signed Agreement and such schedules- Both parties agree that this Agreement and any scheduea signed and submitted to us by facsimile or other electronic transmiseiicin shill, upon execution by us (mamldl ,
or electronii as applicable), be binding upon tte parties. LESSEE AGREES THAT A FACSIMILE COPY OR OTHER ELECTRONIC TRANSMISSION OF THIS DOCUMENT OR ANY SCHEDULE WITH
FACSIMILE ANDlOR ELECTRONIC SIGNATURIGMAY BE TREATED ASAN ORYGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW. WITH RESPECT TO THE UNIFORM COMMERCIAL
CODE YOU AGREE THAT THE FAXED OR OTHER ELECTRONICALLY TRANSMITTED COPY CONTAINING YOUR FAXED OR OTHER ELECTRONICALLY -TRANSMITTED SIGNATURE AND OUR ► ANUAL
OR ELECTRONIC SIGNATURE SHALL BE CONSIDERED THE SOLE ORIGINAL FOR ALL
16. COMPUTER SOFTWARE. Not witWanding any other terms and conditions of this Agreement you agree that as to Software Only: a) We have not had, do not hare, nor will have any life to audit Software. b)
You have executed or wall execute a separate software license Agreement and we are not a party to and he" no responsibilities whatsoaver In regards to such license Agreamill c) You have selected such
Satwere and as par Agreement parapreph 4, AS MAKE NO WARRANTIES OF MERC HANTASI LITY, DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE ABSOLUTELY NO
RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE. SYSTEMS INTEGRATION. OR OTHERWISE IN REGARDS TO SUCH SOFTWARE. CUSTOMER'S LEASE
PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NOWAY 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.
19, NON-APPROPROPRIATION: (Applicable only for Stales, public higher educatlm and palitcal subdivision of a State) You are obligated only to pay such Lease payments under any Schedule to this Agreement
as may lawfully tram mada from funds budgeted and appropriated for trot purpose during your than current fiscal year In the avert you hew eequesled and sufficient funds shall not be appropriated or are not
otherwise legacy available to pay the Lease Payments required to be paid in the Wend fecal year. the Schedule shall be deemed to be terminated at the and of the current fiscal year. You agree to di written notice
to us of steoh termination of at least 30 days prig to the end of the currant fecal year but failure to give such notice shall not extend the Lease Schedule term beyond the Current III year If a Schedule is terminated
in accordance thnth this Sectionyou agree to pe—bly deliver the Equipment to us at the location or lo—b— specified by us.
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 66
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 2 - KMBS MASTER PREMIER ADVANTAGE SCHEDULE WITH MAINTENANCE
For office use only (Check onej ❑ Branch ❑ Windsor
Master Premier APPLICATION NO. MASTER AGREEMENT NO. SCHEDULE NO.
Schedule with Maintenance
KONICA MINOLTA
CUSTOMERTO INFORMATION
FULL LEGAL NAME
STREET ADDRESS I P.O. BOX
Ell
CITY
STATE
ZIP BILUN13 CONTACT NAME
BILL TO PHONE NUMBER'
FAIL NUMBER
E-MAIL
'By providing a telephone number for a cellular phone or e" wireless deride. you are expressly conunting to receiving communications Ivor NONaharketi q or so shtlion purpmesl at that number. including. but not p-iled to,
tfic+al pmrawrd¢d or arNokia massage calK, tear[ messages, and calls mods by an aulomahc telephcr dialing system from Lesaer and Its afrlutes and agents. This Express Consent applies w each such telephone number that you
mrlde to us now ar in the future and mia such wlLs These calls and mesas es ma inwr access fees from our call r o.w
/ / / . TION
LESSEE LEGAL NAME
STREET ADDRESS
CITY
STATE
ZIP CONTACT NAME
PHONE NIJ LI F ER
FAX Nl1LIBER
h l 1
Invoice
Informal Serial Number
0 See mteched 'Schedule A' for additional Equipment Ames—n— ; Sfk—
TERM AND PAYMENT SCHEDULE
TERM IN MONTHS tr of payments
Payment Frequency
❑ Quarterly ❑ Monthly
Payment Amount
I 11jI al:pl abk Iaxee)
Advance Payment
1plu an:Piratir'arasI
$
Payment includes
B&W pages per month
Overages billed at
per B81W page
Payment includes
Color pages per month
Overages billed at $
per Color page
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 67
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
The following language applies in the event a separate maintenance agreement is not signed.
1. MAINTENANCE AND SUPPLIES: The charges established by this schedule include payment for the use of the designated Equipment and accessories,
maintenance by Supplier including Inspection, adjustment. parts replacement, drums and cleaning material required for the proper operation, as well as toner,
developer, copy cartridges and pm kits_ All supplies are the property of Supplier until used. If your use of supplies exceeds the typical use pattern (as determined
solely by Supplier) for these items by more than 10%, or should Supplier, in its sole discretion, determine that Supplies are being abused In any fashion, you
agree to pay for such improper or excess use. Paper must be separately purchased by you. A page is defined as one meter click and varies by page size as
follows: B.5"xi l" = 1 click, 11'xi7" = 2 clicks, 18"x27" = 3 clicks, 27"x36' = 4 clicks and 36'x47" = 5 clicks. You agree tc provide Supplier free and clear access
to the equipment and Supplier will provide labor or routine, remedial and preventive maintenance service as well as remedial parts. All part replacements shall
be on an exchange basis with new or refurbished items. Emergency service calls will be performed at no extra charge during normal business hours (defined
as 8-30am to &0Gpm, Monday through Friday, exclusive of holidays observed by Supplier). Overtime charges, at Supplier's current NASPO ValuePoint Master
Agreement ('Master Agreement') rates, will be charged for all service calls outside normal business hours_ Supplier will not be obligated to provide service or
repairs in the event of misuse or casualty and will charge you separately such repairs are made. If necessary, the service and supply portion of the Agreement
may be assigned. You acknowledge that (a) the Supplier (and not Lessor or its assignees) is the sole party responsible for any service, repair or maintenance
of the Equipment and (b) the Supplier (not Lessor or its assignees) is the party to any service maintenance agreement.
2. OVERAGES AND COST ADJUSTMENTS: You agree to comply with any billing procedures designated by us, including notifying us of the meter reading on
the Billing Date. If meter readings are not received, we reserve the right to estimate your usage and bill you for that amount. We may bill you a per page
charge for all pages produced between the date of your final invoice and the date when you satisfy your obligations under the Agreement and either purchase
or return the equipment to us. Notwithstanding anything herein to the contrary, for pools designated as "fine Rate" pools, and escalations within the original
Agreement term do not apply nor are meter readings required.
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER AGREEMENT IDENTIFIED ABOVE.
Konica Minolta (Premier Finance
DATED
(as
FEDERAL TAX LD. # PRINT NAME TITLE
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 68
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 3 - KMBS MASTER PREMIER LEASE SCHEDULE WITHOUT MAINTENANCE
For office use only (Check one): ❑ Branch ❑ Windsor
Master Premier gppLlCpTIONNO MASTER AGREEMENT NO. SCHEDULE NO.
Schedule without Maintenance
KONICA MINOLTA
FULL LEGAL NAME
STREET ADDRESS I P. O. BOX
CITY STATE ZIP BILLING CONTACT NAME
1
RILL -TO PHONE NUMBER' FAX NUMBER E-MAIL
`By providing a telephone number for a cellular phone or other wireless day". you are expressy consenting to receiving wrmunicarions (tor NON -marketing or solicitation purposes) at that number. including. but not limited to,
prerecorded or arh5c¢I voice message calls, text messages, and cal Is made try an automatic Telephone dialing system from Lessor and its afTiloles and agent. This Express Consent applil to each such telephone number thal you
rovide m vs now or in [he fu.re and etmia such rails Them calls and mesa es ma incur access Ten hom our rdlular ovider.
INSTALLATIONCUSTOMER • I
LESSEE LEGAL NAME
STREET ADDRESS
CITY STATE ZIP CONTACT NAME
PHONE NUMBER FAX NUMBER
MakelModellAccessoriesr' r
I7 Saa artactwd'Schadula A' for addifanal Equip—d f Aooassortra 1 S.R.—
TERM AND PAYMENT SCHEDULE
TERM IN MONTHS # of payments Payment Frequency Payment Amount Advance Payment
IPIA applkahle laaerj IPMn Pok.bw Baer]
❑ Quarlerly ❑ Monthly $ $
END OF LEASE OPITONS. You waa' have the k t -wv options at the end o/ the o vmW rem,, provided the Lease has not rem+i+ated early arrd no event as dill under the cease has occurred and is
c Iwtuing. T. Purchase fhe Equorrl for the Farr Market Yafue as determined ily &m 2. Renew the Leaae perpafagmph l (m Agreement). 3. ftehun Equipment as pmvMed n Parspaph 5 (ore Agreemenf).
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT IDENTIFIED ABOVE.
LESSOR
Konica Minolta Premier Finance
LESSOR AUTHORIZED SIGNER TITLE DATED
CUSTOMER
x
FULL LEGAL N ME OF CUSTOMER (as talr —ced abdva) AUTHDRIZED SIGNER DATED
FEDERAL TAX I.D. a PRINT NAME TITLE
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 69
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 4 - KONICA STANDARD MAINTENANCE TERMS AND CONDITIONS SCHEDULE
in
Attachment 4 -
Konica Standard Mair
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 70
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 5 - KMBS MIPA AGREEMENT
in
Attachment 5 - KMBS
MIPA Agreement_ok.d
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 71
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 6 - KMBS MIPA SCHEDULE
This MASTER INSTALLMENT PAYMENT AGREEMENT SCHEDULE ("Schedule") is entered into as of
, pursuant to that certain Master Installment Payment Agreement dated as of
between De Lage Landen Financial Services, Inc_ ("Payee') and ("Obligor')_ Upon acceptance of this Schedule, Payee
shall remit the fees as provided in section 2 herein_
1. Description
2. (a) Interim Fees shall be due and payable on the date specified in Payee's invoice(s) therefor and shall be computed
by dividing one Installment Payment by thirty (30) and multiplying the result by the number of days from and including
the date of Obligor's delivery and acceptance of the Licensed Software and Services to the commencement date
hereof_
(b) LICENSE FEES:
Paid To $
Paid To $
SERVICE FEES:
Paid To $
Paid To $
3. INSTALLMENT PAYMENTS:
Commencing:
Total Amount Due: $
4. PAYMENT INFORMATION: Installment Payments shall be made to: De Lage Landen Financial Services, Inc -
("Payee") at 1111 Old Eagle School Road, Wayne, Pennsylvania 19087, or to such other address or payee as Payee
shall notify Obligor. The late charge for amounts not paid within 45 days of the due date shall be 1 % per month of the
outstanding balance or the maximum interest rate permitted by law, whichever is lower.
5. TERMS OF SCHEDULE: Obligor and Payee agree that this Schedule shall constitute a payment obligation for the
purchase of the Licensed Software and Services described in Section 1 above subject to the terms and conditions of
this Schedule and of the Master Installment Payment Agreement, the terms and conditions of which are hereby
incorporated by reference in this Schedule and made a part hereof to the same extent as if such terms and conditions
were set forth in full herein. Capitalized terms used in this Schedule and not otherwise defined herein shall have the
meanings set forth in the Master Installment Payment Agreement_
6. DELIVERY AND ACCEPTANCE: Obligor certifies that the Licensed Software and Services as described herein have
been delivered and received by Obligor_
7. FACSIMILE DOCUMENTATION: It is agreed that a facsimile copy of this Schedule with facsimile signatures may be
treated as an original and will be admissible as evidence.
Konica Minolta Premier Finance
Payee
AUTHORIZED SIGNER TITLE
DATED
FEDERAL TAX 10 # PRINTNAME TITLE
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 72
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 7 — KMBS MUNICIPAL AUTHORIZATION
Date
Reference is made to the lease, loan, rental and/or other financial agreement (the "Finance Agreement") dated
20 between Konica Minolta Premier Finance (herein called "Creditor") and
(herein called "Obligor") for the financing of
(equipment description).
The undersigned acknowledge in connection with the negotiation, execution and delivery of the Finance
Agreement and other related documents by and between Creditor and Obligor (collectively the "Documents"):
1. The Finance Agreement set forth above and any Documents executed in connection therein have
been duly authorized, executed and delivered by the Lessee and constitutes a valid, legal and binding
agreement enforceable in accordance with its terms. Additionally, I do hereby certify on behalf of
Obligor, that the individual who signed the Finance Agreement and any related Documents is
authorized to execute and deliver such to Creditor.
2. All required Procurement and approval procedures, including but not limited to, public bidding
procedures regarding the award of the Finance Agreement have been followed by the Lessee and no
further approval, consent or withholding of objections is required from any Federal, state or local
governmental authority with respect to the entering into or performance by Lessee of the Finance
Agreement contemplated hereby.
3. Except as provided in the Finance Agreement or the Documents, Lessee has no authority (statutory
or otherwise) to terminate the Finance Agreement prior to the end of its term for any reason other
than non -appropriation of funds to pay the Finance Agreements Payments for any fiscal period during
the term of the Finance Agreement.
YOU AGREE THAT A FACSIMILE COPY OF THIS DOCUMENT WITH FACSIMILE SIGNATURES MAY BE
TREATED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW.
The undersigned by signing below hereby affirms the statements made above are based upon the undersigned's
personal knowledge, and as to those matters, believes the information to be true and correct.
BY: BY:
Title: Title:
Date
Signature
Signature
Date
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 73
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 8 - KMBS WARRANTY CUSTOMER ONE GUARANTEE
CI
Attachment 8 -KMBS
Warranty Customer O
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 74
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 9 — KMBS MPS SITE AGREEMENT
Agreement Between Konica Minolta Business Solutions U.S.A., Inc. and:
Customer
Sold to ID
Address
City
state ZIP
Invoice Address
City
State ZIP
Customer Email
Monthly Printer Pricing
Device Description
Network Color
cPP
Pricing
CPP Print
Aflowance
Flat Rate-
. c..
OneRate 2.1
No. of Devices
Base Fee
Network Mono
Local Color
Local Mono
ThermaVLabel Printer
Or -Sae Next Business Dar SeMW
Thermal/Label Printer
ACryred 6aaadght Re memeflt"
ThermaULabel Printer
:@pot samm.
Scanner
MICR Printer
Specialty
' Cn-Sire Neat 6.simn Day Seain it irdvstnal modek Total Monthly Base Cost Upon Contract Signing
""Erced 0vmiahcFwplacer_rl and AW Srance fur desldop nodHs Flatj _�!. u':;y S,-. ,::: xlie a.> J t I__. drt .r„ctu i,;f 't._.' a :
For additional pricing, use separate attachment. For initial device inventory, see fleet report detail
-
Awmnwd Eltive pd- i e rm
P.Q mi nher{>f PO ExrNratian Date
Covered Sites — KM13S will provide services on supported products at the listed sites
Address
ServicelSupply Contact
city
Subnet In
Email
State
ZIP
Subnet Out
Phone
Address
5erviceiSupply Contact
City
Subnet In
Email
State
ZIP
Subnet Out
Phone
Address
ServicelSupply Contact
City
Subnet In
Email
State
ZIP
Subnet Out
PAorre
For larger lists of covered sites, use separate document (Excel, Ward, etc.) and attach.
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC. 10C - - - - , NJ 07445 (201) 825AODO wrww-kmbs-konicaminolte.us Form: 1025C-01992020
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 75
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Supported Equipment — Supparled equipment inventory list is provided in Attachment Schedule A (Consult App-generated
Asset Listing) or the supported equipment list below. If additional space is required, please complete a 'NIBS Site Agreement
Schedule B'. IWIBS will provide services on the productslmodels specified in Schedule A andlor B.
Customer Approval. Customers signature below acknowledges Customer's consent to `KMB5 Maintenance Terms and Conditions -
Schedule A)% in accordance with the NASPt7 ValuePoint Master Agreement 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.,lnc-
Name
Signature
Title
Date
I(MBS Sales Executive — ease si n below
KMBS Management
Approval — please sign bellowE
EmployeeKMBS
FDotriotes: 1. Please rewew program doaxnentabw tartan details aW imt Aons. 2 ItWS ssandad oNeriW is monody Bat rate or CPP base with qua@rty overage tiling where appicabe. PrkM is kcthe first
hrdve months of the lerm 3 iherrklllabel Pinter U ante programs are for sdvimlmpport and ezdude papers, labels, and hernnl print heads- 4- KMPF Adontage tease Terms and Coiftom take he place
of and supersedes Site Agreement Temis and Conditions.
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC, 100 Williams Dlive, Ramsey, NJ 07446 (201) 825-40t10 www.kmbs.konicaminolta.lss Form: 1026C-01092020
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 76
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 10 - KMBS ECM HOSTING SOW
a
Attachment 10 -
KMBS ECM Hosting S
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 77
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 11 - KMBS ECM SOFTWARE SUBSCRIPTION SOW
a
Attachment 11 -KMBS
ECM Software Subscr
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 78
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 12 — KMBS SSD DISPOSAL OPTIONS
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
The Konica Minolta 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 Solid State Drive (SSD) 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.
Option 3 - Solid State Drive
At the time of disposal, the internal Solid State Drive will be
replacement and return
removed and sealed in a container that will be returned to the customer. A
replacement Solid State Drive will be installed and reinitialized with the
generic device control programs. Availability of this option depends on
model and configuration. Cost - $300
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 Solid State Drive
sanitization method.
• Obtain customer's certification that the data overwrite may be performed. Once initiated, data
stored on the MFP's Solid State 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.
• 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 initiat*d, data stored
on the MFP's Solid State Drive will not be recoverable.
• Acknowledge data overwrite was completed by signing the Project Completion portion of this
document.
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 79
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Option 3 - Solid State Drive replacement and return
KMBS
• Contact KMBS and schedule service date
• Provide KMBS with a contact at location authorized to receive Solid State Drive.
• Identify and order replacement parts for MFPs requiring Solid State Drive replacement.
• Remove Solid State Drives from applicable MFP units.
• Place Solid State Drive in a sealed container and surrender to the customer's designated
recipient.
• Install replacement Solid State Drive (and any other requisite parts). Initialize the system and install
base MFP system firmware permitting standard operations and functions. It may not be possVe to
reinstall special application/add-on software packages. (Examples include: (-Option applications,
audit software, accounting software and document management software.)
Customer:
a Identify machines requiring Solid State Drive replacement. Provide KMBS with MFP model
and serial number.
• Provide KMBS Field Engineers) physical accesses to all MFPs requiring Solid State Drive
replacement.
• Authorize the SSD replacement_ Once the SSD is removed, data stored on the MFP's SSD will no
longer be accessible via traditional methods.
• Designate by name the individual(s) who shall receive SSDs removed from the MFPs. Print
or type name:
• Acknowledge completion of the Solid State 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_
Option 2: Data Overwrite shall be performed on the following MFPs.
Model Serial # Overwrite Option Completion
Option 3: Solid State Drive replacement and return shall be performed on the following MFPs..
Model. - Drive Surrendered
Project Schedule
Project will begin within days upon receipt of Customer's acceptance by KMBS.
Assumptions
1. Solid State Drive replacements are available from an acceptable source.
2. Special software application installed on MFPs may not be reinstalled after the data
overwrite or SSD replacement.
3. MFPs are operational and KMBS Field Engineers will have physical access to the
designated units.
Project Acceptance
The estimated hours required to complete (his project is:
The estimated cost of this project is.- $
Project completion is scheduled on: _
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 80
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
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:
Project Completion:
Date:
Date:
Authorized Signature
Authorized Signature
Print Name
Printed Name
Title
Title
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 81
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 13 - KMBS INCUMBENCY CERTIFICATE
Re
dated as of
"Agreement"), between as obligor
, as lender ("Lender")
20_ (the
("Obligor"), and
1. Being a knowledgeable and authorized officer of Obligor, duly elected, qualified and acting (SECRETARY] of
the Obligor, and that I have custody of the corporate records of the Obligor, and I hereby certify to Lender that the
person(s) who executed the Agreement are legally authorized to do so on behalf of Obligor and that the signatures
that appear on the Agreement are genuine.
2. Set forth below are the names and, as applicable, true signatures of individuals ("Officers") who hold the
office/title of the Obligor set forth opposite their respective names
3. Each of the Officers set forth below have the requisite power and authority pursuant to the Obligor's by-laws
and/or resolutions to enter into the Agreement with Lender on behalf of the Obligor.
NAME TITLE SIGNATURE
Additionally, each of the authorized persons named herein may execute any Agreements by the use of such person's
electronic signature on any such Agreement. Each of the authorized persons named herein (i) has authorized the use
of such person's electronic signature on any Agreement, (ii) has ratified the use of such electronic signature on any
Agreement executed and delivered prior to the date hereof in the name and on behalf of the Obligor and to bind the
Obligor, and (iii) has confirmed that such Agreements constitutes valid, legal, binding and enforceable obligations of
the Obligor. Lender, and any assignee, may rely on the use of any such person's electronic signature on any
Agreement without undertaking any independent investigation or inquiry as to the person electronically signing any
such Agreement.
Lender is authorized to act and rely on the foregoing until it receives written notice from the Obligor of the revocation
or modification thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this day of
20 .
OBLIGOR AGREES THAT A FACSIMILE COPY OF THIS DOCUMENT WITH FACSIMILE SIGNATURES AND/OR
ELECTRONIC COPY WITH ELECTRONIC SIGNATURE(S) MAY BE TREATED AS AN ORIGINAL AND WILL BE
ADMISSIBLE AS EVIDENCE IN A COURT OF LAW
Signature X:
Print Name:
Title:
(THE INCUMBENCY IS TO BE EXECUTED BY A PERSON OTHER THAN THE SIGNER OF THE AGREEMENT AND
RELATED DOCUMENTS. THIS MAY BE A BOARD CLERK/SECRETARY, BOARD MEMBER OR OTHER
AUTHORIZED OFFICIAL OR OFFICER.)
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 82
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 14 - KONICA CUSTOMER EXPECTATION GUIDE SOLUTIONS SUPPORT
in
Attachment 14 -
Konica Customer Expi
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 83
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 15 - KONICA SAMPLE MPS STATEMENT OF WORK
Attachment 15 -
Konica Sample MPS S
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 84
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
ATTACHMENT 16 - KONICA EQUIPMENT REMOVAL AUTHORIZATION FORM
KO NICA AM NOLTA
Equipment Removal Authorization
customer
Pick Up Address:
Contact Horne:
Eq uipmrer t being removed from Customer's Location:
Make: U od A:
Make: Y adel:
Make: Y adel:
rlCuskKi m Owned Asset:
Contact Phone:
*wial Number:
Eerial Number:
Lerial Number:
Cuciarner rbprecerrbc and warrants chat It has good title bo the eq ulprment Vbb and olo-ar of any Ilan. rnorigagc. o-naumbranDe or seourlty Iniermt of
any kind. Upon signing 1hle Agreement C uetomer eurrenderc poeeaeslon of the Do ulpment and all oompo no-nts oordalned therein to PrA Bt!_
Cusiomer rurtYrcr agreer that the cLi rendered equ Ipmerrt will to arallable ror plakarp at the Game Ume chat any new equlpmeni Ir. de Ihmnsol. If the
currandarbd equlpmard lc not avallabla for plakarp ai urne of new equipment dellybry. eustenrer will be Involoed an additional"arge for fire
ceparaie plak-up.
LeaseCompanyOwned Asset:
Loam Garnpany Mane:
Le3N X
pUpgradetoRehrrn
K1.83will resdueorrertlease obligation. Msetbelongs tothe Lease CompmV. KMBBwill shlpback. toLeese:Csompany.
gUpgradetoKeep
KL1133willrmolwevrrerdlease obligation. Asset belongs inKM&&unless othewsesaxdbebw.
EIS uyoui to Keep
KNO3 will resdwe orrert lease obligation. Asset belongs to K10168 unless omrwse saxd below.
gErud of Lease Rebznn
Ansel belongs to thr Lease -Dampany. MISS will rebm equipment lksb•d abare to the respecthe leasing compar(f upon
reclerkeawgt1eq Ret,rgAultmrtmtlon Letter and 8hpping Instructlorc. n the e'eentKMI32 doesnol recerre a ReWm
A LAhortmtion Letter and Mooing h:tucllora rrllhln N dars or equipment pick r4 tom Customers location, and Cuuiomer
has not rarde add =onal anarrgements ylth KLE13 for o-orage, Ma equipment listed above will be returned to Cus)xners
Iocallon of pick uo.
Buyout or upgrade quebe may Inalude an estrmaie of pager: prcduoed between Tact rneter billing and date the Ieace obligation Ic cammbd or
equlpment Is r*irmed.
#hlpplrq F&Hsl io Be Involved to Cuciomer.
End or Lease Return requiring Inldrlm storage or equ kwna rrt requires pmauthortzatlon Mom the Regional Operations Yanaw and Markel
Vloe President and Is srAbjdet io availability of storage sp"In a KYBI rrarehouca or arrangement rar oftcH* storage.
Commrntc:
The rders lined reo2segts thal heshe a an ar.tharurd represermaye er GLslomer and has 8-M3'W IM bin] G"tcrr r 13 the Agree—e9I.
CUSTOMER KMBS
Nara. Name:
Lnr�lin.
siQ-hc
This Tde:
KONIICANINOLTABUS INES5 !SOLUTIONS U_S_A..INC.
1Ua Williams Drive, Ramsey, NJ 0742.6 (2-111 025-dUDJ waw.tmbs.tlxlleaminaltams
Form:30034M120-C
RFP-NP-23-001, Multi -Function Devices and Related Software, Services and Cloud Solutions 85
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Department of
MANAGEM
SERVICES
We serve those wh
Enterprise Alternate Contract Source (ACS)
No. 44100000-24-NASPO-ACS
For
Multi -Function Devices, Copiers, and Related Software and Services
This Enterprise Alternate Contract Source No. 44100000-24-NASPO-ACS for Multi -Function
Devices, Copiers, and Related Software and Services ("Term Contract"), is between the
Department of Management Services ("Department"), an agency of the State of Florida, located
at 4050 Esplanade Way, Tallahassee, FL 32399; and Konica Minolta Business Solutions
U.S.A., Inc. ("Contractor"), located at 100 Williams Drive, Ramsey, NJ, 07446; collectively
referred to herein as the "Parties."
WHEREAS, section 287.042(16), Florida Statutes (F.S.) authorizes the Department to evaluate
contracts let by the Federal Government, another state, or a political subdivision for the provision
of commodities and contract services.
WHEREAS, the Lead State of Colorado through NASPO, competitively procured Multi -Function
Devices and Related Software, Services, and Cloud Solutions and executed contract No. Master
Contract No. 187962, Multi -Function Devices and Related Software, Services, and Cloud
Solutions ("Master Contract"), with the Contractor; and
WHEREAS, pursuant to section 287.042(16), F.S., the Secretary evaluated the Master Contract
and determined that use of the Master Contract is cost-effective and the best value to the state.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Contract became effective on August 1, 2024, and its term currently ends on July
31, 2026. The Master Contract has three (3) years of renewals available. This Term Contract
will become effective on August 1, 2024 or on the date signed by all Parties, whichever is
later. This Term Contract will expire on July 31, 2026 unless terminated earlier or renewed in
accordance with Exhibit B, Enterprise Standard Terms and Conditions.
2. Order of Precedence.
This contract document and the attached exhibits constitute the Term Contract and the entire
understanding of the Parties. This contract document, Exhibits A, B, C, and D constitute the
Participating Addendum to the Master Contract and modify or supplement the terms and
conditions of the Master Contract. All exhibits listed below are incorporated into this Term
Page 1 of 3
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Enterprise Alternate Contract Source (ACS)
No. 44100000-24-NASPO-ACS
For
Multi -Function Devices, Copiers, and Related Software and Services
Contract by reference herein. In the event of a conflict, the following order of precedence shall
apply:
a) This contract document
b) Exhibit A, Additional Terms and Conditions to the Enterprise Contract
c) Exhibit B, Enterprise Standard Terms and Conditions
d) Exhibit C, PUR 7801
e) Exhibit D, Florida Post -Hoc Lease -Cancellation (FLPL) Schedule for Konica Minolta
Business Solutions, U.S.A., Inc.
f) Exhibit E, Master Contract (including any amendments to the Master Contract made
prior to the effective date of this Term Contract and any subsequent amendments to
the Master Contract that are added to this Term Contract in accordance with the
Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Contract, such citation or reference shall be replaced by the
comparable Florida law or regulation.
3. Purchases off this Contract.
Upon execution of this Term Contract, agencies, as defined in section 287.012, F.S., may
purchase products and services under this Term Contract. Any entity making a purchase off
of this Term Contract acknowledges and agrees to be bound by the terms and conditions of
this Term Contract. The Contractor shall adhere to the terms included in any contract or
purchase orders issued pursuant to this Term Contract.
4. Primary Contacts.
Department's Contract Manager:
Christopher McMullen
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399
Telephone: (850) 922-9867
Email: christopher.mcmullen(o)_dms.fl.gov
Contractor's Contract Manager:
Sunny Kim
Konica Minolta Business Solutions U.S.A., Inc.
1595 Spring Hill Road, Suite 140
Vienna, VA 22182
Phone: 703-760-3588
Email: skim(a kmbs.konicaminolta.us
Page 2 of 3
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Enterprise Alternate Contract Source (ACS)
No. 44100000-24-NASPO-ACS
For
Multi -Function Devices, Copiers, and Related Software and Services
Either party may notify the other by email of a change to a designated Contract Manager
providing the contact information for the newly designated contact, and such notice is
sufficient to effectuate this change without requiring a written amendment to the Term
Contract.
5. Modifications.
Unless otherwise stated in the Term Contract, any amendments to this Term Contract must be
in accordance with Exhibit B, Enterprise Standard Terms and Conditions. If amendments are
made to the Master Contract after the effective date of this Term Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Term Contract, enter into a written amendment with
the Department in accordance with Exhibit B, Enterprise Standard Terms and Conditions.
IN WITNESS THEREOF, the Parties hereto have caused this Term Contract to be executed by
the undersigned duly authorized undersigned officials.
State of Florida:
Department of Management Services
DocuSigned by:
BY: C94713929499485...
Name: Pedro Allende
Title: Secretary
Date: 11/26/2024 1 2:35 PM EST
Contractor:
Konica Minolta Business Solutions U.S.A.,
Inc.
DocuSigned by:
. Saws
B �vrn�a
Y• 5F266CD97 B 1 B4B9 .
Name: Sam Errigo
Title: CEO
Date: 11/26/2024 9:09 AM EST
Page 3 of 3
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Department of
MANAGEM
SERVICES
We serve those wh
EXHIBIT A
ADDITIONAL TERMS AND CONDITIONS TO THE ENTERPRISE CONTRACT
The Contractor and Customers acknowledge and agree to be bound by the terms and conditions
of the Term Contract, which includes the Enterprise Standard Terms and Conditions and these
Additional Terms and Conditions to the Enterprise Contract.
The following subsections are added to the Enterprise Standard Terms and Conditions
(Exhibit B):
SECTION 18: 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 Term 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 Customer
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-
1
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
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 Term
Contract.
SECTION 19: FINANCIAL CONSEQUENCES.
Failure to comply with the requirements of the Term Contract will result in the imposition of
financial consequences. The following financial consequences will apply for the Contractor's
failure to meet the performance metric standard and due date corresponding with the deliverables
under the Term 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 Term Contract termination or nonrenewal,
when the Contractor has failed to comply with the provisions of the Term Contract.
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 over each target period beginning with
the first full month or quarter of the Term Contract performance and every month or quarter,
respectively, thereafter.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version)
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Financial Consequences Chart
Deliverable
Performance
Metric
Performance Due
Date
Financial
Consequence for Non -
Performance /Not
Received by the
Contract Manager
Contractor will
All Term Contract
Completed reports
$250 per day late
timely submit
Quarterly Sales
are due on or
complete Term
Reports will be
before the 301"
Contract Quarterly
submitted timely
calendar day after
Sales Reports
with the required
the close of each
information
State fiscal quarter
Contractor will
All MFMP
Completed reports
$100 per day late
timely submit
Transaction Fee
are due on or
complete MFMP
Reports will be
before the 15`h
Transaction Fee
submitted timely
calendar day after
Reports
with the required
the end of each
information
month
No favorable action will be considered when Contractor has outstanding Term Contract
Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation
owed to the Department or Customer, to include fees / monies, that are required under this
Term Contract.
SECTION 20: LEASE AGREEMENTS.
a. Equipment leases are subject to the Terms and Conditions as set forth in the NASPO Master
Agreement, Exhibit A, Section III A-F, except as provided in subsection g., "Early Termination
for Convenience of Straight Leases."
b. Contract users will not sign lease agreements. The purchase document referencing Master
Agreement number 187962 and Contract number 44100000-24-NASPO-ACS will be
sufficient.
c. To initiate a lease, Purchasing Entity may issue a Purchase Order ("PO") and reference the
type of lease (FMV, Capital Lease or Straight Lease) on the PO or may simply sign other
transactional documents deemed acceptable to the parties.
d. Assignment: Contractor may assign, solely for financing purposes, upon written notification to
and subsequent approval by the State of Florida, their right title and interest in and to: (i) the
Products subject to the Lease Agreement; (ii) all payments and other amounts due and to
Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version)
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
become due thereunder with respect to the Products; and (iii) all rights and remedies under
this Contract with respect to the Products, such payments and other amounts due. Any such
assignment, however, does not excuse Contractor from fulfilling their obligations outlined in
the terms and conditions of either the NASPO ValuePoint Master Contract #187962 or the
Contract. Contractor intends to assign, solely for financing purposes, rights as set forth
immediately above and this paragraph constitutes the required written notification to the State
of Florida.
All lease programs must remain with the Contractor, Contractor's leasing partners, or third -party
financial institutions throughout the term of the agreement.
e. End of Term Notification: Contractor must notify a Purchasing Entity, in writing, of their End
of Term options at least sixty (60) to ninety (90) days prior to the end of any Initial Lease
Term. Such notification may include, but not be limited to, the following:
i. Any acquisition or return options, based on the type of lease agreement;
ii. Any renewal options, if applicable; and/or
iii. Hard drive removal and surrender cost, if applicable.
f. End of Term Options: 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 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 Term shall be terminated on the date as stated in
the Order and removal of the Product will be mutually arranged.
g. Early Termination for Convenience of Straight Leases: If a Purchasing Entity terminates a
Straight Lease for convenience, the Purchasing Entity must pay, within a maximum of 60
calendar days after the requested termination, the difference of rates between the Straight
Lease period which was selected at the time of order and the longest Straight Lease term
which was fulfilled multiplied by the number of months the Purchasing Entity held the device.
For example: a Purchasing Entity leases item number A7AK019 at a price of $1,796.31 for
the 60-month Straight Lease rate of 0.02530 times $1,796.31, or $45.45 per month, but wishes
to Terminate for Convenience after 33 months. The Purchasing Entity will pay the difference
calculated by taking the Rate of the longest Straight Lease term which was fulfilled (in this
instance, the 24-month rate, which is 0.05540) times the number of months the device was
held by the Purchasing Entity (33) times the price of the Unit ($1,796.31), and then subtracting
from that number the payments already made. In this instance, the payment calculation would
be (0.05540 * 33 * 1,796.31) — (0.02480 * 33 * 1,796.31) _ (3,284.01) — (1,470.10) _ $
1,813.91.
If a Purchasing Entity wishes to terminate a Straight Lease for convenience before the term
of the shortest Straight Lease offered by the Contractor, the Purchasing Entity will convert the
Straight Lease to the Florida Post -Hoc Lease -Cancellation Rate (FLPL Rate) and pay, within
a maximum of 60 calendar days after the requested termination, the difference between the
rate of the Straight Lease period which was selected by the Purchasing Entity at the time of
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order and the FLPL Rate multiplied by the number of months the Purchasing Entity held the
device.
For example: a Purchasing Entity leases item number A7AK019 at a price of $1,796.31 for
the 60-month Straight Lease rate of 0.02530 times $1,796.31, or $45.45 per month, but wishes
to Terminate for Convenience after 12 months. The Purchasing Entity will pay the difference
calculated by taking the FLPL Rate (0.1000) times the number of months the device was held
by the Purchasing Entity (12) times the price of the Unit ($1,796.31), and then subtracting
from that number the payments already made. In this instance, the payment calculation would
be (0.1000 * 12 * 1,796.31) — (0.02480 * 12 * 1,796.31) _ (2,155.57) — (534.58) _ $1,620.99.
SECTION 21: PRODUCT INSTALLATION & INVOICING.
Unless otherwise agreed to by both parties, signing the delivery and acceptance ("D&A")
certificate constitutes Acceptance of the Device(s) and allows Contractor to invoice for the
Device(s). Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period
shall be deemed as Acceptance by the Purchasing Entity.
Contractor will provide timely billing and Purchasing Entity 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
Purchasing Entity will not be considered inaccurate.
The Purchasing Entity 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
Contractors part to maintain accurate meter read invoicing shall result in a $25.00 per instance
credit on the following month's service invoice.
SECTION 22: 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 Contract, and may be purchased as a stand-alone option. NSP items
will not include:
i. Interactive White boards;
ii. Computers, monitors, or other related items;
iii. Fax machines;
iv. Kiosks
v. Overhead Projectors; and
vi. Cameras.
NSP items may only be acquired through the Contractor or their Authorized Dealers and must be
reported quarterly with all other sales under the resulting Master Contract. NSP items must be
priced at a minimum discount of 15% from MSRP or List Price. The maximum allowable amount
of all NSP items in a single Order shall be determined by the Participating State or Entity.
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SECTION 23: SHOWROOM EQUIPMENT.
Upon request by a Purchasing Entity, showroom Equipment for Groups A and B may be converted
to a purchase, lease, 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); and
b. The Device must be discounted by at least 5% off the Master Contract pricing for that same
Device; and
c. The Purchasing Entity and the Contractor must indicate on the Order that the Device is a
showroom model.
SECTION 24: SOFTWARE.
Purchasing Entities that acquire software shall be subject to the license agreements distributed
with such software. Software subscriptions shall not be subject to automatic renewals, unless
otherwise agreed to in an Order. Purchasing Entities shall have the option to finance software
subscriptions by utilizing Contractor lease rates. Notwithstanding the foregoing, in the event of a
conflict in language between an end user license agreement (EULA) and the Master Contract,
the language in the Master Contract will supersede and control, unless otherwise agreed to by a
Participating State or Entity. 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.
SECTION 25: MAINTENANCE SERVICE LEVEL AGREEMENTS.
Purchasing Entities are subject to the Contractor's Standard Service Levels as outlined in the
Master Contract, Contractor's Supplemental Documents, or as otherwise negotiated by the
Participating State or Entity.
SECTION 26: MANAGED PRINT SERVICES ("MPS") LEVEL AGREEMENT.
Purchasing Entities are subject to the Contractor's "Konica Sample MPS Statement of Work"
provided in Master Contract as Attachment 15, or a similar format approved by both parties.
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. All MPS engagements shall require the Contractor
and Purchasing Entity to complete a detailed statement of work, which must be approved by both
parties prior to the initiation of any engagement
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SECTION 27: CONTRACT PRODUCT OFFERINGS.
The following Products and Services are included in this contract portfolio:
• Group A — MFD, A3
• Group B — MFD, A4
• Group C — Production Equipment
• Group D — Single -function Printers
• Group E — Large/Wide Format Equipment
• Group F — Scanners
• Group G — Software
• Group H — Consumable Supplies
• Group I - Managed Print Services (MPS)
• Sub -Group G1 — Software Related Services
• Sub -Group C1 — Standalone Production Devices
• Sub -Group C2 — Industrial Print Equipment
• Sub -Group D1 — Specialty Printers
• Accessories for Discontinued Base Units
• Maintenance Services for new, remanufactured, refurbished, and legacy devices
The corresponding subsections of the Enterprise Standard Terms and Conditions (Exhibit
B) referenced below are replaced in their entirety with the following:
Section 5.2: Purchase Submission.
For any purchases off the Term Contract, either the contract (as defined in Rule 60A-1.001,
F.A.C.) must be executed between the Customer and Contractor, or the purchase order (as
defined in Rule 60A-1.001, F.A.C.) must be issued by the Customer to the Contractor, no later
than the last day of the Term Contract's term to be considered timely. Contracts executed, or
purchase orders issued, after the last day of the Term Contract's term shall be considered void.
All orders should contain the following:
(1) "PO subject to NASPO ValuePoint Master Contract #187962 & State Contract #44100000-24
NASPO-ACS"
(2) Purchaser's Address, Contact, & Phone -Number
(3) Purchase order amount
(4) Type of Lease and monthly payment
(5) Itemized list of accessories
(6) Service program and rates
(7) Attached SOW Template if applicable.
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Section 7.4.1: Subcontractors.
The Contractor will not subcontract any work under the Term Contract without prior written consent
of the Department. The Contractor shall obtain prior written consent using the process identified
on the Department's website: Subcontractor/Dealer/Reseller Forms / Vendor Resources / State
Purchasing / Business Operations - Florida Department of Management Services (myflorida.com)
The use of the term "subcontractor" may refer to affiliates, resellers, dealers, distributors, partners,
teammates, and all other third parties utilized by the Contractor at any tier under the Term
Contract. The Contractor is responsible for ensuring that its subcontractors providing commodities
and performing services in furtherance of the Term Contract do so in compliance with the terms
and conditions of the Term Contract. 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.
All Contractors and resellers authorized in the State of Florida are listed in the Contractor's
Authorized Dealer List, which is available on the NASPO ValuePoint website, and in the
Contractor's Authorized Resellers List, which is available on the DMS State Contracts and
Agreements website, and are approved to provide sales and service support, to participants in the
NASPO ValuePoint Master Contract. The Contractor's dealer participation will be in accordance
with the terms and conditions set forth in the Master Contract and this Contract.
Section 10.7 Indemnification.
For any and all third -party claims, actions, demands, liabilities, and expenses of any kind which
are caused by, related to, growing out of or happening in connection with the Term Contract
(including any determination arising out of or related to the Term Contract that the Contractor or
its employees, agents, subcontractors, assignees, or delegates are not independent contractors
in relation to the Department or State), the Contractor shall be fully liable for the actions of its
employees, subcontractors, and agents and shall fully indemnify, defend, and hold harmless the
Department and the State (including each of their current and former officers, agents, and
employees) for any and all loss, damage, injury, costs, reasonable expenses, or other casualty to
person or property to the extent caused by Contractor's negligence or greater culpability. Without
limiting this indemnification requirement, the Department may provide the Contractor (i) written
notice of any action or threatened action, (ii) the opportunity to take over and settle or defend any
such action at the Contractor's sole expense, and (iii) assistance in defending the action at the
Contractor's sole expense. The above indemnity requirement does not apply to that portion of any
loss or damages proximately caused by the negligent act or omission of the Department or the
State. Nothing herein is intended to act as a waiver of the Department's or State's sovereign
immunity or to be deemed consent by the Department or State or its subdivisions to suit by third
parties.
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SECTION 13. 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. "State of Florida data" means data collected by, transmitted from,
created for, or provided by the Department or the Customer. 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 Incident involving State of
Florida data, the Contractor shall give notice to the Customer and the Department within three (3)
business days of becoming aware of the Security Incident. "Security Incident" for purposes of this
section will refer to an actual or imminent threat of a violation of information technology resources,
security, policies, or practices, unauthorized access of State of Florida data, or occurrences that
compromise the confidentiality, integrity, or availability of State of Florida data. An imminent threat
refers to a situation in which the Contractor has a factual basis for believing that a specific incident
is about to occur. Once a data breach has been contained, the Contractor must provide the
Department and the Customer 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 current state and federal rules and regulations regarding security of
information.
For purposes of this Contract, the corresponding subsections of the PUR 1000 referenced
below are replaced in their entirety with the following:
Section 5, subsection h.: Risk of Loss.
Until acceptance, the risk of loss or damage will remain with the Contractor. The Contractor shall
file, process, and collect all damage claims. To assist the Contractor with damage claims, the
Customer shall (i) record any evidence of visible damage on all copies of the delivering carrier's
Bill of Lading; (ii) report damages to the carrier and the Contractor; and (iii) provide the Contractor
with a copy of the carrier's Bill of Lading and damage inspection report. If the Customer rejects a
Product, the Contractor shall remove it from the premises within thirty (30) Business Days after
notification of rejection. Upon rejection notification, the risk of loss of a rejected or nonconforming
Product will remain with the Contractor. Rejected Product not removed by the Contractor within
thirty (30) Business Days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of it as its own property. The Contractor shall reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of a rejected Product.
Section 8, subsection g.: Limitation of Liability.
For all claims against the Contractor under the Contract, and regardless of the basis on which the
claim is made, the Contractor's aggregate liability for direct damages under the Contract will be
limited to the greater of $250,000 or in 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
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immediately preceding the first occurrence of the event giving rise to such liability. This limitation
will not apply to any claim arising under an indemnity provision of the Contract or any provision of
the Contract relating to insurance required to be provided by the Contractor. Unless otherwise
specifically enumerated in the Contract, no party will be liable to the other for special, indirect,
punitive, or consequential damages, including lost data or records (unless the Contract requires
the Contractor to back-up data or records), even if the party has been advised that such damages
are possible. No party will be liable for lost profits, lost revenue, or lost institutional operating
savings.
For damages other than those excluded in the preceding paragraph, the Customer's liability is
limited to: 1) if the damage is the Customer's failure to pay amounts due to the Contractor for
Products received and accepted by the Customer pursuant to the Contract, then only the amount
due for such Products and any interest owed under section 215.422, F.S.; or 2) in the event the
damage is not related to the Customer's failure to comply with the payment provisions of the
Contract, to the maximum of the limited waiver of sovereign immunity provided for in section
768.28, F.S.
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EXHIBIT B
Department of
MANAGEM
SERVICES
We serve those wh
ENTERPRISE STANDARD
TERMS AND CONDITIONS
These Enterprise Standard Terms and Conditions set forth the terms and
conditions regarding the administration of the Term Contract, including the
provision of Products to Customers. Customer specific terms for purchases off
this Term Contract shall be set forth in the Customer specific agreement.
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SECTION 1. DEFINITIONS
Capitalized terms used herein are defined as follows:
"Attachments" means the attachments, addenda, schedules, exhibits, and other documents,
however so titled, attached hereto or incorporated by reference herein.
"Business Days" means Monday through Friday, inclusive, excluding State holidays specified
in section 110.117, Florida Statutes ("F.S.").
"Contractor" means the person or entity that is a party to the Term Contract and is offering
Products for purchase.
"Customer" means the agency, as defined in section 287.012, F.S., or eligible user, as defined
in Rule 60A-1.001, Florida Administrative Code ("F.A.C."), that makes a purchase off the Term
Contract. For the avoidance of doubt, this also includes the Department when it purchases off the
Term Contract.
"Department" means the Department of Management Services, an agency as defined in section
287.012, F.S., responsible for the administration of this Term Contract.
"Enterprise Alternate Contract Source" means a contract authorized pursuant to section
287.042(16), F.S., or approved pursuant to section 287.057(3)(b), F.S., for statewide use.
"Product" means any deliverable under the Term Contract, which may include commodities and
contractual services, as each is defined in section 287.012, F.S. "Product" does not include, and
no State funding under the Term Contract is being provided for, promoting, advocating for, or
providing training or education on "Diversity, Equity, and Inclusion" ("DEI"). DEI is any program,
activity, or policy that classifies individuals on the basis of race, color, sex, national origin, gender
identity, or sexual orientation and promotes differential or preferential treatment of individuals on
the basis of such classification, or promotes the position that a group or an individual's action is
inherently, unconsciously, or implicitly biased on the basis of such classification.
"State" means the State of Florida
"State Term Contract" means a term contract that is competitively procured by the department
pursuant to section 287.057, F.S. and that is used by agencies and eligible users pursuant to
section 287.056, F.S.
"Term Contract" means the legally enforceable term contract, as defined in section 287.012,
F.S., between the Department and Contractor to which these Enterprise Standard Terms and
Conditions apply, including all Attachments thereto. The Term Contract is either a State Term
Contract or an Enterprise Alternate Contract Source.
SECTION 2. CONTRACT AMENDMENT
2.1 Amendment. The Term Contract contains all the terms and conditions agreed upon by the
parties. Unless otherwise stated in Term Contract, the Term Contract may only be amended
upon mutual written agreement signed by the parties. No oral agreements or representations
will be valid or binding upon the Department or the Contractor. Unless explicitly agreed to by
the Department in the Term Contract, no unilateral alteration or modification of the Term
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Contractterms, including substitution of Product, will be valid or binding against the Customer.
The Department and Contractor may modify the Term Contract to alter, add to, or deductfrom
the Term Contract specifications, provided that such changes are within the general scope of
the Term Contract. The parties may make an equitable adjustment in the Term Contract price
or delivery date if the change affects the cost or time of performance.
SECTION 3. CONTRACT CONSTRUCTION AND ADMINISTRATION
3.1 Construction. Unless the context requires otherwise, (i) the words "include," "includes," and
"including" are deemed to be followed by the words "without limitation;" (ii) the word "or" is not
exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to
the Term Contract as a whole, inclusive of all Attachments. Unless the context requires
otherwise, references herein to (i) sections or Attachments mean the sections of, or
Attachments to, the Term Contract; (ii) an agreement, instrument, or other document means
such agreement, instrument, or other document as amended, supplemented, and modified
from time to time to the extent permitted by the provisions thereof; and (iii) a statute, rule, or
other law or regulation means such statute, rule, or other law or regulation as amended from
time to time and includes any successor legislation thereto and any regulations promulgated
thereunder.
Unless the context requires otherwise, whenever the masculine is used in the Term Contract,
the same will include the feminine and whenever the feminine is used herein, the same will
include the masculine. Unless the context requires otherwise, whenever the singular is used
in the Term Contract, the same will include the plural, and whenever the plural is used herein,
the same will include the singular, where appropriate. All references to I" or "dollars" means
the United States Dollar, the official and lawful currency of the United States of America.
The Term Contract will be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any
instrument to be drafted. The Attachments referred to herein will be construed with, and as an
integral part of, the Term Contractto the same extentas if theywere setforth verbatim herein.
3.2Administration. Execution in Counterparts. The Term Contract may be executed in
counterparts, each of which will be an original and all of which will constitute but one and the
same instrument.
3.2.1 Notices. Where the term "written notice" is used to specify a notice requirement
herein, said notice will be deemed to have been given (i) when personally delivered;
(ii) email (with confirmation of receipt) the day immediately following the day (except
if not a Business Day then the next Business Day) on which the notice or
communication has been provided prepaid by the sender to a recognized overnight
delivery service; or (iii) on the date actually received except where there is a date of
the certification of receipt.
Unless otherwise specified, the Contractor shall deliver all notices to the Department's
Contract Manager and the Department shall deliver all notices to the Contractor's
Contract Manager.
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3.2.2 Severability. If a court deems any non -material provision of the Term Contract void
or unenforceable, all other provisions will remain in full force and effect. Upon a
determination that any material provision is void or unenforceable, the parties shall
negotiate in good faith to modify this Term Contract to give effect to the original intent
of the parties as closely as possible in order that the transactions contemplated hereby
are consummated as originally contemplated to the greatest extent possible.
3.2.3 Waiver. The delay or failure by the Department to exercise or enforce any of its rights
under the Term Contract will not constitute or be deemed a waiver of the Department's
right thereafter to enforce those rights, nor will any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any other
right.
3.2A Survivability. The Term Contract and any and all promises, covenants, and
representations made herein are binding upon the parties hereto and any and all
respective heirs, assigns, and successors in interest. The respective obligations of the
parties, which by their nature would continue beyond the termination or expiration of
the Term Contract, including without limitation, the obligations regarding
confidentiality, proprietary interests, reporting, and public records, will survive
termination or expiration of the Term Contract.
3.2.5 Third Party Beneficiaries. The parties acknowledge and agree that the Term
Contract is for the benefit of the parties hereto. The Term Contract is not intended to
confer any legal rights or benefits on any other party, except such rights and benefits
associated with a purchase made by a Customer off this Term Contract.
SECTION 4. CONTRACT TERM, SUSPENSION, AND TERMINATION.
4.1 Term. The initial term will begin on the date set forth in the Term Contract documents or on
the date the Term Contract is signed by all parties, whichever is later.
Upon written agreement, the Department and the Contractor may renew the Term Contract
in whole or in part only as set forth in the Term Contract documents, and in accordance with
section 287.057(13), F.S. No costs may be charged for the renewals.
4.2 Suspension of Work and Termination.
4.2.1 Suspension of Work. The Department may, in its sole discretion, suspend any or all
activities under the Term Contract, at any time, when it is in the best interest of the
State of Florida to do so. The Department 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 Term
Contract. Suspension of work will not entitle the Contractor to any compensation for
services not performed or commodities not delivered during the suspension period
nor for any additional compensation.
4.2.2 Termination for Convenience. The Term Contract may be terminated by the
Department, by written notice to the Contractor thirty (30) calendar days in advance,
in whole or in part at any time, when the Department determines in its sole discretion
that it is in the Department's interest to do so. The Contractor shall not furnish any
Product after it receives the notice of termination, except as necessary to complete
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the continued portion of the Term Contract, or a continued purchase off the Term
Contract, if any. The Contractor will not be entitled to recover any cancellation
charges or lost profits. If the Term 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 any Customer 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.
4.2.3 Termination for Cause. The Department may terminate the Term Contract if the
Contractor fails to (i) on multiple occasions, timely deliver Products purchased by
Customers, (ii) on multiple occasions, maintain adequate progress on Customer
purchases, thus endangering performance, (iii) honor any term of the Term Contract,
or (iv) abide by any statutory, regulatory, or licensing requirement. The Department
may, at its sole discretion, (i) immediately terminate the Term Contract, (ii) notify the
Contractor of the deficiency and require that the deficiency be corrected within a
specified time, otherwise the Term Contract will terminate at the end of such time,
or (iii) take other action deemed appropriate by the Department. The Contractor shall
continue work on any work not terminated.
Except for defaults of subcontractors at any tier, the Contractor will not be liable for
any excess costs if the failure to perform arises from events completely beyond the
control, and without the fault or negligence, of the Contractor. If the failure to perform
is caused by the default of a subcontractor at any tier, and if the cause of the default
is completely beyond the control of both the Contractor and the subcontractor, and
without the fault or negligence of either, the Contractor will not be liable for any
excess costs for failure to perform, unless the subcontracted Products were
obtainable from other sources in sufficient time for the Contractor to meet the
required delivery schedule. If, after termination, it is determined that the Contractor
was not in default, or that the default was excusable, the rights and obligations of
the parties will be the same as if the termination had been issued for the convenience
of the Department. The rights and remedies of the Department in this clause are in
addition to any other rights and remedies provided by law or under the Term
Contract. The Customer will notify the Department of any vendor that has met the
grounds for placement of the vendor on the Department of Management Services'
Suspended Vendor List, as required in section 287.1351, F.S.
4.2.4 Termination for Non -Compliance with E-Verify. Pursuant to section
448.095(5)(c)1., F.S., the Department shall terminate the Term Contract if it has a
good faith belief that the Contractor has knowingly violated section 448.09(1), F.S.
Pursuant to section 448.095(5)(c)2., F.S., if the Department has a good faith belief
that a subcontractor knowingly violated section 448.09(1), F.S., the Department shall
promptly notify the Contractor and order the Contractor to immediately terminate the
contract with the subcontractor.
4.2.5 Termination Related to Statutory Certifications. At the Department's option, the
Term Contract may be terminated if the Contractor is placed on any of the lists
referenced in the attached PUR 7801, Vendor Certification Form, or would otherwise
be prohibited from entering into or renewing the Term Contract based on the
statutory provisions referenced therein.
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4.2.6 Termination for Refusing Access to Public Records. In accordance with section
287.058, F.S., the Department may unilaterally terminate the Term Contract for
refusal by the Contractor to allow public access to all documents, papers, letters, or
other material made or received by the Contractor in conjunction with the Term
Contract, unless the records are exempt from s. 24(a) of Art. I of the State
Constitution and section 119.071(1), F.S.
SECTION 5. PURCHASES OFF THE TERM CONTRACT.
5.1 Purchases. By executing the Term Contract, the Contractor agrees to allow Customers to
make purchases off the Term Contract. Purchases from Customers other than the
Department are independent of the agreement between the Department and the Contractor,
and the Department shall not be a party to such transaction. Customers' purchases off the
Term Contract are limited to Products offered under the Term Contract, and no additional
Products may be provided under a purchase off the Term Contract.
5.2 Purchase Submission. For any purchases off the Term Contract, either the contract (as
defined in Rule 60A-1.001, F.A.C.) must be executed between the Customer and Contractor,
or the purchase order (as defined in Rule 60A 1.001, F.A.C.) must be issued bythe Customer
to the Contractor, no later than the last day of the Term Contract's term to be considered
timely. Contracts executed, or purchase orders issued, after the last day of the Term
Contract's term shall be considered void.
5.3 Terms. The terms of the Form PUR 1000, General Contract Conditions, incorporated in Rule
60A-1.002, F.A.C., and linked here http://www.fIrules.org/Gateway/reference.asp?No=Ref-
16731, are hereby incorporated by reference herein and will apply to all purchases made by
a Customer off the Term Contract. The Customer may attach additional terms and conditions
specific to its particular purchase made off the Term Contract, which are considered Special
Conditions. The term "Special Conditions" does not include any Contractor -provided
documents, including attachments or standard preprinted forms, service agreements, end
user agreements, product literature, or "shrink wrap" terms accompanying or affixed to a
Product, whether written or electronic, or terms incorporated onto the Contractor's order or
fiscal forms or other documents forwarded by the Contractor for payment. Any Customer
Special Conditions shall not become a part of the Term Contract.
5.3.1 Term. The term of the Customer purchase off the Term Contract will be as specified
in the purchase, except that if renewals of the purchase are permitted, the Customer
and Contractor shall not renew the purchase if the Term Contract expires prior to the
effective date of the renewal. Any existing term of a purchase off the Term Contract
shall not extend more than forty-eight (48) months beyond the end of the Term
Contract. However, if an extended pricing plan offered in the Term Contract is agreed
upon by the Customer and Contractor and extends more than forty-eight (48) months
beyond the end of the Term Contract, the agreed upon extended pricing plan terms
shall govern the maximum duration of the purchase. The Contractor is required to
fulfill timely purchases that extend performance beyond the Term Contract term even
when such extended delivery will occur after expiration of the Term Contract. For
such purchases, all terms and conditions of the Term Contract shall survive the
termination or expiration of the Term Contract and apply to the Contractor's continued
performance.
5.3.2 Additional Requirements. All Customer purchases off the Term Contract shall
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contain the Term Contract name and number and shall be placed by the Customer.
Delivery or furnishing Products shall not occur until the Customer executes their
contract or transmits the purchase order, as defined in Rule 60A-1.001, F.A.C.
SECTION 6. PAYMENT AND FEES.
6.1 Pricing. The Contractorshall not exceed the pricing setforth in the Term Contract documents.
6.2 Best Pricing Offer. During the term of the Term Contract, if the Department or Customer
becomes aware of better pricing offered by the Contractor for substantially the same or a
smaller quantity of a Product outside the Term Contract, but upon the same or similar terms
of the Term Contract, then the Department or Customer may request that the Contractor
immediately reduce to the lower price.
6.3 Price Decreases. The following price decrease terms will apply to the Term Contract:
6.3.1 Quantity Discounts. The Contractor may offer additional discounts for one-time
delivery of large single orders. The Customer should seekto negotiate additional price
concessions on quantity purchases of any Products offered underthe Term Contract.
6.3.2 Sales Promotions. In addition to decreasing prices for the balance of the Term
Contract term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. If conducting a
sales promotion, the Contractor must submit documentation to the Department's
Contract Manager identifying the proposed: (1) starting and ending dates of the
promotion, (2) Products involved, and (3) promotional prices compared to then -
authorized prices. The Contractor shall provide notice to Customers of the promotion
and shall make the promotional prices available to all Customers.
6.3.3 Equitable Adjustment. The Department may, in its sole discretion, make an equitable
adjustment in the Term Contract terms or pricing if pricing or availability of supply is
affected by extreme and unforeseen volatility in the marketplace, that is, by
circumstances that satisfy all the following criteria: (1) the volatility is due to causes
wholly beyond the Contractor's control, (2) the volatility affects the marketplace or
industry, not just the particular Term Contract source of supply, (3) the effect on pricing
or availability of supply is substantial, and (4) the volatility so affects the Contractor that
continued performance of the Term Contract would result in a substantial loss.
6.4 Purchase Prerequisites. The Contractor may be required to accept the State of Florida
Purchasing Card and MyFloridaMarketPlace (MFMP) purchase orders. The Contractor must
ensure that entities receiving payment directly from Customers under this Term Contract
must have met the following requirements:
• Have an active registration with the Florida Department of State, Division of Corporations
(www.sunbiz.ora), 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.myfloridacfo.com)
6.5 Transaction Fees. The State of Florida, through the Department of Management Services,
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has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(24), Florida Statutes (F.S.). All payments issued by Agencies to registered vendors
for purchases of Commodities or Contractual Services under Chapter 287, F.S., shall be
assessed the Transaction Fee of one percent (1.0%) of the total amount of the payments
received from the State or Eligible Users, as prescribed by Rule 60A-1.031, Florida
Administrative Code (F.A.C.), or as may otherwise be established by law. Vendors shall pay
the Transaction Fee and are subject to automatic deduction of the Transaction Fee, when
automatic deduction becomes available. Vendors shall submit any monthly reports required
pursuant to Rule 60A-1.031, F.A.C. All such reports and payments are subject to audit. The
Agency will have grounds for declaring the vendor in default if the vendor fails to comply
with the payment of the Transaction Fee or reporting of payments, which may subject the
vendor to being suspended from business with the State of Florida.
6.6 Exclusivity. The Term Contract is not an exclusive license to provide the Products
described in the Term Contract. The Department may, without limitation and without
recourse by the Contractor, contract with other vendors to provide the same or similar
Products.
SECTION 7. PERFORMANCE
7.1 Warranty of Ability to Perform. Upon the effective date of the Term Contract, and each
year on the anniversary date of the Term Contract, the Contractor shall submit to the
Department a completed PUR 7801, Vendor Certification Form. 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 Term Contract obligations.
Additionally, the Contractor shall promptly notify the Department in writing if its ability to
perform is compromised in any manner during the term of the Term Contract (including
potential inability to renew the Term Contract due to section 287.138 or 908.111, F.S.) or if
it or its suppliers, subcontractors, or consultants under the Term Contract are placed on the
Suspended Vendor, Convicted Vendor, Discriminatory Vendor, Forced Labor Vendor, or
Antitrust Violator Vendor Lists. The Contractor shall use commercially reasonable efforts to
avoid or minimize any delays in performance and shall inform the Department 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 has caused or
will cause the Contractor to be unable to perform its obligations on time, the Contractor shall
promptly so notify the Department and use commercially reasonable efforts to perform its
obligations on time notwithstanding the Department's delay.
7.2 Further Assurances. The parties shall, with reasonable diligence, do all things and
provide all reasonable assurances as may be necessary to complete the requirements of
the Term Contact, and each party shall provide such further documents or instruments
requested by the other party as may be reasonably necessary or desirable to give effect to
the Term Contract and to carry out its provisions. The Department is entitled at all times,
upon request, to be advised as to the status of work being done by the Contractor and the
details thereof.
7.3 Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or
obligations under the Term Contract without the prior written consent of the Department. In
the event of any assignment, the Contractor remains secondarily liable for performance of
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the Term Contract, unless the Department expressly waives such secondary liability. The
Department may assign the Term Contract with prior written notice to Contractor of its intent
to do so.
7.4 Employees. Subcontractors, and Agents.
7.4.1 Subcontractors. The Contractor will not subcontract any work under the Term
Contract without prior written consent of the Department. The Contractor shall
obtain prior written consent using the process identified on the Department's
website: Subcontractor/Dealer/Reseller Forms / Vendor Resources / State
Purchasing / Business Operations - Florida Department of Management Services
(myflorida.com). The use of the term "subcontractor" may refer to affiliates,
resellers, dealers, distributors, partners, teammates, and all other third parties
utilized by the Contractor at any tier under the Term Contract. The Contractor is
responsible for ensuring that its subcontractors providing commodities and
performing services in furtherance of the Term Contract do so in compliance with
the terms and conditions of the Term Contract. By execution of the Term Contract,
the Contractor acknowledges that it will not be released of its contractual obligations
to Customers because of any failure of a subcontractor. The Contractor is fully
responsible for satisfactory completion of all work performed under the Term
Contract. The Contractor's use of a subcontractor not approved by the Department
will be considered a material breach of the Term Contract.
7.4.2 Independent Contractor. The Contractor and its employees, agents,
representatives, and subcontractors are not employees or agents of the
Department or the State and are not entitled to the benefits of Department or State
employees. Neitherthe Customer nor the State will be bound by any acts or conduct
of the Contractor or its employees, subcontractors, or agents. The Contractor shall
include this provision in all of its subcontracts under the Term Contract.
7.5 Force Majeure, Notice of Delay, and No Damages for Delay. 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, subcontractors, or agents contributed to the
delay and the delay is due directly to acts of God, wars, acts of public enemies, lightning
strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for
any of the foregoing that affect suppliers if no alternate source of supply is available to the
Contractor.
In case of any delay the Contractor believes is excusable, the Contractor shall notify the
Department in writing of the delay or potential delay and describe the cause of the delay
either (i) within ten (10) calendar days after the cause that creates or will create the delay
first arose, if the Contractor could reasonably foresee that a delay could occur as a result;
or (ii) if a 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
ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference
of the Department. Providing notice in strict accordance with this paragraph is a condition
precedent to such remedy, and a rebuttable presumption of prejudice will exist based on
Contractor's untimely notice. The Contractor shall not assert any claim for damages related
to such delay. The Contractor will not be entitled to an increase in the Term Contract price
or payment of any kind from the Department for direct, indirect, consequential, impact, or
other costs, expenses, or damages, including costs of acceleration or inefficiency, arising
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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 subsection, the Department may unilaterally (and with no recourse on the
part of the Contractor) identify and use an alternate source to complete any work under the
Term Contract as the Department deems necessary, in its sole discretion. After the causes
have ceased to exist, the Contractor shall 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 Department or State, in which case the Department may (i)
accept allocated performance or deliveries from the Contractor, provided that the
Contractor grants preferential treatment to the Department with respect to Products
subjected to allocation; or (ii) terminate the Term Contract in whole or in part.
SECTION 8. CONTRACT MANAGEMENT
8.1 Department's Contract Manager. The Department's Contract Manager for the Term
Contract, who is primarily responsible for the Department's oversight of the Term Contract,
will be identified in a separate writing to the Contractor upon Term Contract signing in the
following format:
Department's Contract Manager Name
Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
8.2 Contractor's Contract Manager. The Contractor's Contract Manager, who is primarily
responsible for the Contractor's oversightof the Term Contract performance, will be identified
in a separate writing to the Department upon Term 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
Either party may notify the other by email of a change to a designated contact providing the
contact information for the newly designated contact, and such notice is sufficient to effectuate
this change without requiring a written amendment to the Term Contract.
SECTION 9. COMPLIANCE WITH LAWS.
9.1 Conduct of Business. The Contractor shall comply with all laws, rules, codes, ordinances,
and licensing requirements that are applicable to the conduct of its business and that are
applicable to the Term Contract, including those of federal, state, and local agencies having
jurisdiction and authority, and shall ensure that any and all subcontractors utilized do the
same. The Contractor represents and warrants that no part of the funding under the Term
Contract will be used in violation of any state or federal law, including, but not limited to, 8
U.S.C. § 1324 or 8 U.S.C. § 1325, or to aid or abet another in violating state or federal law.
The Department may terminate the Term Contract at any time if the Contractor violates, or
aids or abets another in violating, any state or federal law.
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If the requirements of the Term Contract conflict with any governing law, codes or regulations,
the Contractor shall notify the Department in writing and the parties shall amend the Term
Contract to comply with the applicable code or regulation. Similarly, if the Contractor believes
that any governmental restrictions have been imposed that require alteration of the material,
quality, workmanship or performance of the Products offered under the Term Contract, the
Contractor shall immediately notifythe Department in writing, indicating the specif ic restriction.
The Department reserves the right and the complete discretion to accept any such alteration
or to cancel the Term Contract at no further expense to the Department.
Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and
ensure a representative will be available to, a Customer's continuing oversight team for
purchases off this Term Contract.
9.2Integrity. In addition to any applicable statutory restrictions, the Contractor shall not, in
connection with this or any other agreement with the State, directly or indirectly (i) offer, confer,
or agree to confer any pecuniary benefit on anyone as consideration for any State officer or
employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation
of a known legal duty; or (ii) offer, give, or agree to give to anyone any gratuity for the benefit
of, or at the direction or request of, any State officer or employee. For purposes of clause (ii),
"gratuity' means any payment in theform of cash, travel, entertainment, gifts, meals, lodging,
loans, subscriptions, advances, deposits of money, services, employment, or contracts of any
kind.
SECTION 10. DISPUTES AND LIABILITIES.
10.1 Dispute Resolution. Should any disputes arise between the Department and the Contractor
with respect to the Term Contract, the Contractor and the Department shall act immediately
to resolve any such disputes. Time is of the essence in the resolution of disputes.
Exhaustion of this administrative remedy detailed in the Dispute Resolution Process
contemplated in this Term Contract is an absolute condition precedent to the Contractor's
ability to seek other remedies related to the Term Contract.
10.2 Dispute Resolution Process.
(a) Department Review. The parties shall resolve disputes through written submission of their
dispute to the Department's Contract Manager. The Department shall respond to the
dispute in writing within ten (10) Business Days from the date that the Department's
Contract Manager receives the dispute. The Department's decision shall be final unless a
party provides the other party with written notice of the party's disagreement with the
decision within ten (10) Business Days from the date of the Department's decision. If a
party disagrees with the Department's decision, the party may proceed to subsection (b)
below.
(b) Meeting between the Principals. If either party disagrees with the Department's decision,
such disagreeing party shall notify the other party of the disagreement within ten (10)
Business Days. The parties shall then schedule a meeting between each party's principal
(for the Department, the Department head or designee; for the Contractor, the Chief
Executive Officer or designee) on a mutually agreed upon date, no later than ten (10)
Business Days after the provision of the notice. The principals shall attempt to mutually
resolve the disagreement at such meeting.
(c) Mediation. If the dispute is not resolved through a meeting of the Principals, the parties,
upon mutual agreement, may mediate such dispute. If such mediation is not completed
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within 100 calendar days from receipt of the Department's decision, then either party may
seek other remedies.
If the dispute is not resolved through the full process in subsections (a) - (c) above (or
(a) — (b), if mediation is not agreed to), either party may pursue any other remedies.
10.3 Contractor's Obligation to Perform While Disputes are Pending. The Contractor shall
proceed diligently with performance under the Term Contract pending the final resolution of
any dispute or request for relief, claim, appeal, or action arising under the Term Contract and
shall comply with directions to perform from the Department. Should the Contractor not
perform while a dispute is pending, including by not performing disputed work, such
nonperformance by the Contractor may be deemed to be an unexcused breach of the Term
Contract which is separate and apart from any other dispute.
10.4 Governing Law and Venue. The Term Contract will be governed by, and construed in
accordance with, the laws of the State. Jurisdiction and venue for suit arising under the terms
of the Term Contract will exclusively be in the appropriate State court located in Leon County,
Florida. Except as otherwise provided by law, the parties agree to be responsible for their own
attorney's fees and costs incurred in connection with disputes arising under the terms of the
Term Contract.
10.5 Remedies Cumulative. No remedy herein conferred upon or reserved to either party is
intended to be exclusive of any other remedy or remedies, and each and every such remedy
will be cumulative, and will be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity.
10.6 JURY WAIVER. THE PARTIES, ON BEHALF OF THEMSELVES AND ASSIGNS, WAIVE
ALL RIGHT TO TRIAL BYJURY FORANYACTION, APPEAL, CLAIM, OR PROCEEDING,
WHETHER IN LAW IN OR IN EQUITY, WHICH IN ANY WAY ARISES OUT OF OR
RELATES TO THE TERM CONTRACT OR ITS SUBJECT MATTER.
10.7 Indemnification. For any and all third -party claims, actions, demands, liabilities, and
expenses of any kind which are caused by, related to, growing out of or happening in
connection with the Term Contract (including any determination arising out of or related to the
Term Contract that the Contractor or its employees, agents, subcontractors, assignees, or
delegates are not independent contractors in relation to the Department or State), the
Contractor shall be fully liable for the actions of its employees, subcontractors, and agents
and shall fully indemnify, defend, and hold harmless the Department and the State (including
each of their current and former officers, agents, and employees) for any and all loss, damage,
injury, costs, reasonable expenses, or other casualty to person or property. Without limiting
this indemnification requirement, the Department may provide the Contractor (i) written notice
of any action or threatened action, (ii) the opportunity to take over and settle or defend any
such action at the Contractor's sole expense, and (iii) assistance in defending the action at
the Contractor's sole expense. The above indemnity requirement does not apply to that
portion of any loss or damages proximately caused by the negligent act or omission of the
Department or the State. Nothing herein is intended to act as a waiver of the Department's or
State's sovereign immunity or to be deemed consent by the Department or State or its
subdivisions to suit by third parties.
SECTION 11. MISCELLANEOUS.
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11.1 Department of State Registration. Consistent with Title XXXVI, F.S., if the Contractor asserts
status other than that of a sole proprietor, it must provide the Department with i) conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity; ii) a
certificate of authorization if a foreign business entity; or iii) if exempt from the registration
requirements, a basis for such exemption.
11.2 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor
under the Term Contract. Each obligation is deemed material, and a breach of any such
obligation (including a breach resulting from untimely performance) is a material breach.
11.3 Cooperative Purchasin. 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 the Contractor. Such purchases are
independent of the Term Contract between the Department and the Contractor, and the
Department is not a party to these transactions.
SECTION 12. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND
INTELLECTUAL PROPERTY.
12.1 General Record Management and Retention. The Contractor shall retain all records that
were made in relation to the Term Contract for the longer of five (5) years after expiration of
the Term Contract or the period required by the General Records Schedules maintained by
the Florida Department of State available at: https://dos.fl.gov/library-archives/records-
management/general-records-schedules/.
12.2 Identification and Protection of Confidential Information. Article 1, section 24, of the
Florida Constitution, guarantees every person access to public records, and section 119.011,
F.S., provides a broad definition of "public record." As such, records submitted to the
Department (or any other State agency) are public records and are subject to disclosure
unless exempt from disclosure by law. If the Contractor considers any portion of a record it
provides to the Department (or any other State agency) to be trade secret or otherwise
confidential or exempt from disclosure under Florida or federal law ("Confidential
Information"), the Contractor shall mark as "confidential" each page of a document or specific
portion of a document containing Confidential Information and simultaneously provide the
Department (or other State agency) with a separate, redacted copy of the record. The
Contractor shall state the basis of the exemption that the Contractor contends is applicable to
each portion of the record redacted, including the specific statutory citation for such
exemption. The Contractor shall only redact portions of records that it claims contains
Confidential Information. If the Contractorfails to mark a record it claims contains Confidential
Information as "confidential," orfails to submit a redacted copy in accordance with this section
of a record it claims contains Confidential Information, the Department (or other State agency)
shall have no liability for release of such record. The foregoing will apply to every instance in
which the Contractor fails to both mark a record "confidential" and redact it in accordance with
this section, regardless of whether the Contractor may have properly marked and redacted
the same or similar Confidential Information in another instance or record submitted to the
Department (or any other State agency).
In the event of a public records request, to which records the Contractor marked as
"confidential" are responsive to the request, the Department shall provide the Contractor -
redacted copy to the requestor. If the Contractor has marked a record as "confidential" but
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failed to provide a Contractor -redacted copy to the Department, the Customer may notify the
Contractor of the request and the Contractor may have up to ten (10) Business Days from
the date of the notice to provide a Contractor -redacted copy, or else the Department may
release the unredacted record to the requestor without liability. If the Department provides a
Contractor- redacted copy of the documents and the requestor asserts a right to the
Contractor -redacted Confidential Information, the Department shall promptly notify the
Contractor such an assertion has been made. The notice will provide that if the Contractor
seeks to protect the Contractor -redacted Confidential Information from release it must, within
thirty (30) days after the date of the notice and at its own expense, file a cause of action
seeking a declaratory judgment that the information in question is exempt from section
119.07(1), F.S., or other applicable law and an order prohibiting the Departmentfrom publicly
disclosing the information. The Contractor shall provide written notice to the Department of
any cause of action filed. If the Contractor fails to file a cause of action within thirty (30) days
the Department may release the unredacted copy of the record to the requestor without
liability.
If the Department is requested or compelled in any legal proceeding to disclose documents
that are marked as "confidential" (whether by oral questions, interrogatories, requests for
information or documents, subpoena, or similar process), unless otherwise prohibited by law,
the Department shall give the Contractor prompt written notice of the demand or request
prior to disclosing any Confidential Information to allow the Contractor to seek a protective
order or other appropriate relief at the Contractor's sole discretion and expense. If the
Contractor fails to take appropriate and timely action to protect the Confidential Information
contained within documents it has marked as "confidential" or fails to provide a redacted
copy that may be disclosed, the Department may provide the unredacted records in response
to the demand without liability.
The Contractor shall protect, defend, and indemnify the Department for all claims, costs,
fines, settlementfees, and attorneys'fees, at both the trial and appellate levels, arisingfrom
or relating to the Contractor's determination that its records contain Confidential Information.
In the event of a third -party claim brought against the Department for failure to release the
Contractor's redacted Confidential Information, the Contractor shall assume, at its sole
expense, the defense or settlement of such claim, including attorney'sfees and costs at both
the trial and appellate levels. If the Contractor fails to continuously undertake the defense or
settlement of such claim or if the Contractor and Department mutually agree that the
Department is best suited to undertake the defense or settlement, the Department will have
the right, but not the obligation, to undertake the defense or settlement of such claim, at its
discretion. The Contractor shall be bound by any defense or settlement the Department may
make as to such claim, and the Contractor agrees to reimburse the Department for the
expense, including reasonable attorney'sfees and costs at both the trial and appellate levels
associated with any defense or settlement that the Department may undertake to defend
Contractor's Confidential Information. The Department will also be entitled to join the
Contractor in any third -party claim for the purpose of enforcing any right of indemnity under
this section.
If at any point the Department is reasonably advised by its counsel that disclosure of the
Confidential Information is required by law, including but not limited to Florida's public
records laws, the Department may disclose such Confidential Information without liability
hereunder.
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12.3 Public Records Requirements Pursuant to Section 119.0701, F.S. Solely for the purpose
of this section, the Department's Contract Manager is the agency custodian of public records.
If, under the Term Contract, the Contractor is providing services and is acting on behalf of the
public agency, as provided in section 119.0701, F.S., the Contractor shall:
Keep and maintain public records required bythe Department to perform the service.
Upon request from the Department's custodian of public records, provide the
Department 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.
iii. 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 Term Contract term and following the completion of the Term Contract if the
Contractor does not transfer the records to the Department.
iv. Upon completion of the Term Contract, transfer, at no cost, to the Department all
public records in possession of the Contractor or keep and maintain public records
required by the Department to perform the service. If the Contractor transfers all
public records to the Department 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 Term Contract, the Contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the Department, upon request from the
Department's custodian of public records, in a format that is compatible with the
information technology systems of the Department.
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 TERM 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.
12.4 Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly
disseminate any information concerning the Term Contract without prior written approval from
the Department, including mentioning the Term Contract in a press release or other
promotional material, identifying the Department or the State as a reference, or otherwise
linking the Contractor's name and either a description of the Term Contract or the name of the
Department or the State in any material published, either in print or electronically, to any entity
that is not a party to the Term Contract, except potential or actual Customers or authorized
distributors, dealers, resellers, or service representatives.
12.5 Intellectual Property.
12.5.1 Ownership. Unless specifically addressed otherwise in the Customer's contract, the
State of Florida shall be the owner of all intellectual property rights to all new property
created or developed in connection with the Customer's contract. This shall not apply
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to intellectual property developed prior to the execution of the Term Contract.
12.5.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in
the course, or as a result, of services in connection with the Customer's 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 and the Department of any inventions or
discoveries developed or made through performance of the Customer's 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 Customer's contract. This shall not apply to any invention or
discovery made prior to the execution of the Term Contract.
12.5.3 Copyrightable Works. Contractor must notify the Customer and the Department of
any publications, artwork, or other copyrightable works developed in connection with
the Customer's contract. All copyrights created or developed through performance of
the Customer's contract are owned solely by the State of Florida. This shall not apply
to any copyrightable works created or developed prior to the execution of the Term
Contract.
SECTION 13. 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. "State of Florida data" means data collected by, transmitted from,
created for, or provided by the Department or the Customer. 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 Incident involving State of Florida
data, the Contractor shall give notice to the Customer and the Department within one business
day of becoming aware of the Security Incident. "Security Incident" for purposes of this section
will refer to an actual or imminent threat of a violation of information technology resources,
security, policies, or practices, unauthorized access of State of Florida data, or occurrences that
compromise the confidentiality, integrity, or availability of State of Florida data. An imminent threat
refers to a situation in which the Contractor has a factual basis for believing that a specif is incident
is about to occur. Once a data breach has been contained, the Contractor must provide the
Department and the Customer 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 current state and federal rules and regulations regarding security of
information.
SECTION 14. CONTRACT MONITORING.
14.1 Performance Standards. The Contractor agrees to perform all tasks and provide
deliverables as set forth in the Term Contract. 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.
14.2 Contract Reporting. The Contractor shall provide the Department the following accurate
and complete reports associated with this Term Contract.
SP approved version 08-28-2024 Page 16 of 20
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
14.2.1 Term Contract Quarterly Sales Reports. The Contractor shall submit Quarterly
Sales Reports in the manner and format required by the Department within 30
calendar days after the close of each State fiscal quarter (the State'sfiscal quarters
close on September 30, December 31, March 31, and June 30).
The Quarterly Sales Report template can be found here: Quarterly Sales Report
Format / Vendor Resources / State Purchasing / Business Operations / Florida
Department of Management Services - DMS (m)florida.com). 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. Sales will be reviewed on a quarterly basis. If no sales are
recorded in two consecutive quarters, the Contractor may be placed on
probationary status, or the Department may terminate the Term Contract. Failure to
provide the Quarterly Sales Report, or other reports requested by the Department,
will result in the imposition of financial consequences and may result in the
Contractor being found in default and the termination of the Term Contract.
14.2.2 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 Vendor Identification Information 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.
14.2.3 Ad Hoc Sales Reports. The Department may require additional Term 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.
14.2.4 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_/myflorid amarketp lace/
mfmp vendors/transaction fee_ and reporting. Assistance with transaction fee
reporting is also available by email at feeprocessing(a.myf loridamarketplace.com or
telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern
Time.
14.3 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:
• Term Contract or Customer contract compliance
• Term Contract savings (in dollar amount and cost avoidance)
• Spend reports by Customer
• Recommendations for improved compliance and performance
SP approved version 08-28-2024 Page 17 of 20
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
14.4 Performance Deficiencies.
14.4.1 Proposal of a Corrective Action Plan. In addition to the processes setforth in the
Term Contract (e.g., service level agreements), if the Customer or the Department
determines that there is a performance deficiency that requires correction by the
Contractor, then the Customer or the Department will notify the Contractor. The
correction must be made within a timeframe specified by the Customer or the
Department. The Contractor must provide the Customer or the Department with a
corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Customer or the Department.
14.4.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. For
Customer -requested Corrective Action Plans, if the corrective action plan is
unacceptable to the Customer, or implementation of the plan fails to remedy the
performance deficiencies, the 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 Customerfor the retained amount. If the Contractorfails
to resolve the performance deficiencies, the retained amount will be forfeited to
compensate the Customer for the performance deficiencies.
14.5 Inspection.
14.5.1 Inspection at Contractor's Site. The Department reserves the right to inspect, or
enlist a third -party to perform, at any reasonable time with prior notice, the
equipment, product, plant or other facilities of the Contractor to assess conformity
with Term Contract requirements and to determine whether they are adequate and
suitable for proper and effective Term Contract performance.
14.5.2 Statutory Inspection Rights. If services are to be provided pursuant to the Term
Contract, in accordance with section 216.1366, F.S., the Department is authorized
to inspect the: (i) financial records, papers, and documents of the Contractor that
are directly related to the performance of the Term Contract or the expenditure of
State funds; and (ii) programmatic records, papers, and documents of the
Contractor which the Department determines are necessary to monitor the
performance of the Term Contract or to ensure that the terms of the Term Contract
are being met. The Contractor shall provide such records, papers, and documents
requested by the Department within ten (10) Business Days after the request is
made.
Further, for any Term Contract for services with a nonprofit organization as defined
in section 215.97(2)(m), F.S., the Contractor must provide documentation that
indicates the amount of state funds:
1. Allocated to be used during the full term of the Term Contract for remuneration
to any member of the board of directors or an officer of the contractor; and
2. Allocated under each payment bythe public agencyto be used for remuneration
of any member of the board of directors or an officer of the contractor.
The documentation must indicate the amounts and recipients of the remuneration.
SP approved version 08-28-2024 Page 18 of 20
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
14.5.3 Inspection Compliance. The Contractor understands its, and its subcontractors (if
any), duty, pursuant to section 20.055(5), F.S., to cooperate with the Inspector
General in any investigation, audit, inspection, review, or hearing. Upon request of
the Department's Inspector General, or other authorized State official, the
Contractor shall provide any type of information the State official deems relevant to
the Contractor's integrity or responsibility. Such information may include the
Contractor's business or financial records, documents, or files of any type or form
that refer to or relate to the Term Contract. The Contractor agrees to reimburse the
State for the reasonable costs of investigation incurred by the Inspector General or
other authorized State official for investigations of the Contractor's compliance with
the terms of the Term Contract or any other agreement between the Contractor and
the State which results in the suspension or debarment of the Contractor. Such
costs will include salaries of investigators, including overtime; travel and lodging
expenses; and expert witness and documentary fees. The Contractor shall not be
responsible for any costs of investigations that do not result in the Contractor's
suspension or debarment.
SECTION 15. 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 Term Contract. To the extent necessary to verify the Contractor's fees and claims for
payment under the Term Contract, the Contractor's agreements or contracts with subcontractors,
partners, or agents of the Contractor, pertaining to the Term 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 Term Contract.
SECTION 16. CONFIDENTIALITY.
The Contractor shall not divulge to third parties any confidential information obtained by the
Contractor or its employees, subcontractors, or agents in the course of performing Term Contract
work, including security procedures, business operations information, or commercial proprietary
information in the possession of the Customer or State. The Contractor will not be required to
keep confidential information or material that is publicly available through no fault of the
Contractor, material that the Contractor developed independently without relying on the
Customer's or State's confidential information, or material that is otherwise obtainable under State
law as a public record. To ensure confidentiality, the Contractor shall take appropriate steps as to
its employees, subcontractors, and agents.
SECTION 17. SUPPLIER DEVELOPMENT.
17.1 Office of Supplier Development. The State of Florida supports its business community by
creating opportunities for business enterprises to participate in procurements and contracts.
The Department encourages supplier development through certain certifications and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Development (OSD) at
OSDHelp(a)dms.fl.gov.
SP approved version 08-28-2024 Page 19 of 20
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
17.2 Reporting Certified Business Enterprises. 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 vendor identification information 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 Term Contract.
SP approved version 08-28-2024 Page 20 of 20
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Vendor Certification Form
I hereby certify the following on behalf of the vendor identified below:
Customer
Vendor
Certification
Indicator
Indicator
(Required,
(Certified,
N/A,
N/A)
Determined
by Vendor)
Required
Choose an
Regardless of the dollar value of the goods or services provided,
item.
in accordance with the requirements of section 287.135(5), F.S., the
vendor is not participating in a boycott of Israel and is not on the State
Board of Administration's "Quarterly List of Scrutinized Companies
that Boycott Israel," available at
hqps://www.sbafla.com/govemance/global-govemance-mandates/
Required
Choose an
If the goods or services to be provided are $1 million or more, in
item.
accordance with the requirements of section 287.135, F.S., the vendor
is not on the Scrutinized Companies with Activities in Sudan List or
the Scrutinized Companies with Activities in the Iran Terrorism
Sectors List (collectively, "Scrutinized List of Prohibited
Companies"); does not have business operations in Cuba or Syria; and
is not on the State Board of Administration's "Scrutinized List of
Prohibited Companies" available under the quarterly reports section at
htWA.//www.sbafla.coMLreportin /
Required
Choose an
The vendor is not on the Suspended Vendor List; it and its suppliers,
item.
subcontractors, or consultants to be utilized under the contract are not
on the Convicted Vendor, Discriminatory Vendor, or Antitrust
Violator Vendor Lists; and 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 vendor's
ability to satisfy the contract obligations.
The vendor is hereby informed of the provisions of sections
287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S., that identify the
impacts to the vendor's ability or its affiliates' ability to respond to the
competitive solicitations of a public entity; to be awarded or perform
work as a contractor, supplier, subcontractor, or consultant under a
contract with a public entity; or to transact business with a public
entity if it, or its affiliates, are placed on the Convicted Vendor,
Discriminatory Vendor, or Antitrust Violator Vendor Lists of the
Department of Management Services. The vendor is hereby further
informed of the provisions of section 287.1351, F.S., that identify the
impacts to the vendor's ability to enter into or renew a contract with
an agency, as defined in section 287.012, F.S., if it is placed on the
Suspended Vendor List of the Department of Management Services.
Form PUR 7801 (07/2024) Page 1 of 3 Rule 60A-1.002, F.A.C.
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Required
Choose an
If the contract grants the vendor access to an individual's personal
item.
identifying information, the vendor is not prohibited from entering
into the contract pursuant to section 287.138, F.S., and has completed
the Form PUR 1355, "Foreign Country of Concern Attestation Form,"
available at http://www.flrules.org/Gateway/reference.asp?No=Ref-
15843, and attached it hereto.
Determined
Choose an
If the vendor is a common carrier, as defined in section 908.111, F.S.,
by Vendor
item.
or a contracted carrier, it is not prohibited from entering into the
contract pursuant to section 908.111, F.S., and has completed the
Form PUR 1808, "Common Carrier or Contracted Carrier Attestation
Form," available at
htt2://www.flrules.org/Gateway/reference.asp?No=Ref-14614, and
attached it hereto.
Required
Choose an
The vendor is registered with, and uses, the E-Verify system for all
item.
newly hired employees in accordance with section 448.095, F.S.; and
has not, within the last year, had a contract terminated under section
448.095(5)(c), F.S., by a public employer, contractor, or
subcontractor, as defined by section 448.095 1 , F.S.
Required
Choose an
The vendor is in compliance with all applicable disclosure
item.
requirements set forth in section 286.101, F.S., and has not been
deemed ineligible for a grant or contract funded by a state agency
pursuant to section 286.101 7 , F.S.
Required
Choose an
If the contract is between a nongovernmental entity and a
item.
governmental entity, in accordance with section 787.06, F.S., the
vendor has completed an affidavit signed by an officer or a
representative of the vendor under penalty of perjury attesting that the
vendor does not use coercion for labor or services as defined in
section 787.06, F.S.
Required
Choose an
If the Contract is for the provision of commodities, in accordance with
item.
section 287.1346, F.S., the vendor, and any entity under the control of
vendor, has not been placed on the Forced Labor Vendor List within
the past 365 days or, if placed on the Forced Labor Vendor List, has
been removed pursuant to section 287.1346(5)(d), F.S.
If the Contract is for the provision of commodities, the Contractor will
submit, prior to entering into or renewing the Contract, a written
certification from senior management, as defined in section
287.1346(1)(c), F.S., which certifies to the best of their knowledge the
commodities being offered pursuant to this solicitation have not been
produced, in whole or in part, by forced labor.
The vendor is hereby informed of the provisions of section 287.1346,
F.S., that identify the impacts to a vendor's ability to respond to the
competitive solicitations of a state agency; to be awarded or perform
work as a contractor, supplier, subcontractor, or consultant under a
contract with a state agency; or to transact business for the provision
of commodities with a state agency if it, or entities under the control
of the vendor, is placed on the Forced Labor Vendor List in
accordance with section 287.1346, F.S.
Form PUR 7801 (07/2024) Page 2 of 3 Rule 60A-1.002, F.A.C.
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
By signing below, I certify that I am authorized to complete and submit this Vendor Certification
Form on behalf of the vendor.
Vendor Information Signatory
Name
FEIN
Signature Date
Typed or Printed Name
Title
Form PUR 7801 (07/2024) Page 3 of 3 Rule 60A-1.002, F.A.C.
Docusign Envelope ID: 0272CE9D-F49B-493C-B343-68DD4E26480D
Florida Post -Hoc Lease -Cancellation (FLPL) Schedule
for Konica Minolta Business Solutions U.S.A., Inc.
Standard Financing Term (Months) Rate
1-17 0.1000
Property Tax is included in the rate