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Canon U.S.A., Inc.
One Canon Park
Melville, NY 11747
Tel: 631.330.5000
July 18, 2018
Ms. Michelle Sarkissian
City of Menifee
29714 Haun Rd
Menifee, CA 92586
Dear Ms. Sarkissian:
Temecula Copiers, Inc. dba Innovative Document Solutions, located at 26855 Jefferson Avenue, Suite F,
Murrieta, CA 92562, is a non-exclusive authorized Canon imageRUNNER 1435iF/14351/1435P, 1730/1730iF
and 2530/2525, Color imageRUNNER ADVANCE C3500 series, C5500 series, C7500 series and LBP5280,
imageRUNNER ADVANCE C355iF/C255iF, 500iF/400iF, 4500 series, 6500 series, 8500 series and Software
Dealer.
Under the terms of the Canon (01) Office Imaging Retail Dealer Agreement, this Dealer is presently authorized
to sell and service the Canon imageRUNNER 1435iF/14351/1435P, 1730/1730iF and 2530/2525, Color
imageRUNNER ADVANCE C3500 series, C5500 series, C7500 series and LBP5280, imageRUNNER
ADVANCE C355iF/C255iF, 5000400iF, 4500 series, 6500 series, 8500 series and Software products listed on
its Schedule A to the aforementioned Agreement, and related Canon imageRUNNER 1435iF/14351/1435P,
1730/1730iF and 2530/2525, Color imageRUNNER ADVANCE C3500 series, C5500 series, C7500 series and
LBP5280, imageRUNNER ADVANCE C355iF/C255iF, 5000400iF, 4500 series, 6500 series, 8500 series and
Software supplies and parts. In addition, the Dealer is obligated to perform such service within a four-hour
response time.
The Agreement requires that the Dealer enroll technicians in Canon service training programs to.enable the
Dealer to properly maintain each model of the products it is authorized to sell. The Agreement also provides
that the Dealer shall maintain an adequate inventory of parts and supplies to service all the Canon
imageRUNNER 1435iF/14351/1435P, 1730/1730iF and 2530/2525, Color imageRUNNER ADVANCE C3500
series, C5500 series, C7500 series and LBP5280, imageRUNNER ADVANCE C355iF/C255iF, 500iF/400iF,
4500 series, 6500 series and 8500 series sold by it. The contractual commitments by the Dealer have been
established by Canon to afford the user of the Canon imageRUNNER 1435iF/14351/1435P, 1730/1730iF and
2530/2525, Color imageRUNNER ADVANCE C3500 series, C5500 series, C7500 series and LBP5280,
imageRUNNER ADVANCE C355iF/C255iF, 500iF/400iF, 4500 series, 6500 series, 8500 series and Software
products adequate service facilities to maintain these products at high standard.
In the unlikely event that Temecula Copiers, Inc. dba Innovative Document Solutions should not continue in
business Is an authorized Canon imageRUNNER 1435iF/14351/1435P, 1730/1730iF and 2530/2525, Color
imageRUNNER ADVANCE C3500 series, C5500 series, C7500 series and LBP5280, imageRUNNER
ADVANCE C355iF/C255iF, 500iF/400iF, 4500 series, 6500 series, 8500 series and Software Dealer, Canon
U.S.A., Inc. will use its best efforts to make arrangements to find a suitable replacement service facility.
If there are further questions, please contact the Canon Regional Office.
Sincerely,
CANON U.S.A., INC.
Linda Petronzio
Senior Manager
Strategic Price Management
Business Imaging Solutions Group
INNOVATIVE 26855 Jefferson Avenue, Suite F 77-760 Springfield Lane, Suite 416
Murrieta, CA 92562 Palm Desert, CA 92211
R 951) 676-8885 P. 760) 200-1583
DOCUMENT SOLUTIONS F. 951) 296-2675 F.760) 200-1673
YourLora!Bmw=Fir
Executive Summary for Innovative Document Solutions'
Recommendation & Proposal
• Innovative Document Solutions, headquartered locally in Murrieta provides an 8X5
on -site help desk, factory certified mobile technicians, and local warehousing of all
supplies, parts, and equipment (including loaners if needed).
• Innovative Document Solutions has a proven track -record of providing industry -
leading products, exceptional service and support, and fostering long-term and mutually
pleasant business partnerships with it's customers including numerous local
governments, political sub -divisions, and public service agencies. Since 1989.
• All equipment proposed herein provides The City of Menifee a substantial improvement
in speed, paper stock capacity, network /data security, and features over ALL incumbent
MFP devices.
• ALL proposed MFP models feature the same user interface/experience as the next,
meaning any user, can operate any device within the fleet with no additional training.
• All recommended MFP devices use the SAME toner products ensuring the City's on -site
toner ("base quantity") will serve every MFP device.
• All replenishment supplies provided under contract shipped day -of -order, from our
Murrieta warehouse at NO cost to you.
• All equipment monitored remotely via FM / ECI for toner status, impending service
issues, firmware version/upgrades, and failures.
• Innovative Document Solutions provides it's customers with NO -COST standard
device relocations throughout the term of our business relationships.
• Innovative Document Solutions offers it's customer's NO -COST lease depot returns
to any of the 3 major Southern California lease -return depots for their incumbent fleet
returns, and NO -COST lease depot returns on all equipment we place.
• All MFP* pricing using NASPO, piggy-backable contract pricing at discounted (below
contract pricing) 36 month/FMV rates, and contract Zero Base Service and Supplies
pricing, and all applicable Terms & Conditions apply.
• Innovative Document Solutions' included Performance Guarantee (sect.5) will apply and
where it overlaps with NASPO Terms and Conditions, that which provides our customer
with the best guarantee, response, assurance, performance or pricing shall apply.
*proposed plotter system uses "open -market" pricing.
Award -winning EXCEPTIONAL Extraordinary
technology SERVICE Vele www.idscanon.com
INNOVATIVE
DOCUMENT SOLUTIONS
YourLocalBu,=uArmer
26855 Jefferson Avenue, Suite F
77-760 Springfie
Murrieta, CA 92562
Palm Desert, CA
P. 951) 676-8885
P. 760) 200-1583
F. 951) 296-2675
F. 760) 200.1673
INNOVATIV
DOCUMENT SOLUTIa
r.wrra ran
r
Applies to new Canon equipment continuously covered by our Supplies -Inclusive
Maintenance Programs:
1. Lifetime Guarantee. Your equipment is guaranteed to perform to manufacturer's specifications
for as long as you own it! If we are not able to repair your equipment in your office, we will
provide you with a free temporary replacement until the repair has been completed. If your
equipment cannot be repaired, we will replace it with equipment of equal or greater
capabilities at no additional charge.
2. 98.6% Uptime Guarantee. Your equipment will be up and running during normal business hours
(8a-5p Monday through Friday, except holidays) an average of 98.6% of each month. If during
any 90 day cycle your equipment fails to meet this standard, you will receive 10% credit towards
your next single equipment purchase or Maintenance billing from Innovative Document Solutions.
Devices falling below 98.6% uptime during any consecutive 3 month period will be replaced
with a unit of equal, or better capabilities, speeds and features at no additional charge.
3. Supplies Guarantee. Our supplies, parts, and consumable components are OEM (no generics or
refurbished materials) and meet all rigid manufacturer's specifications. Replenishment supplies
are stocked in our local Murrieta warehouse, and shipped day -of -order at NO charge to you.
4. No -cost relocations. We understand that your organization's needs change, and that often
impacts the workloads and locations of the assets we provide you. IDS provides NO COST
asset re -locations within our marketing area, throughout your business relationship with us.
Non-standard situations (stairs) not included.
5. Training Guarantee. We guarantee to provide equipment use, care, and functionality training
and re-training to your staff at no additional charge while covered under our Maintenance
Programs.
City of Menifee 7- Z - I S-
Valued Customer Date Kevin Heitritter, President
Award-winizing EXCEPTIONAL F-Wraordinary
technology SERVICE people www.idscanon.com
WSCA-NASJPO Master Agreement Terms and Conditions
A Contract for the WSCA-NASPO Cooperative Purchasing Program (WSCA-NASPO)
;acting by and through the State of Ncvada (Lead State)
Department of Administration, Purchasing Division
515 E (Musser Street, Room 300
Carson City NV 89701
Contact: Shannon Berry, Assistant Chief Procurement Officer
Phone: (775) 684-0171 a Fax: (775) 684-0188
Email: sherrvCa'•adnvn.nv.Qov
and
Canon USA
1 Canon Park
Melville NY 11747
Contact: Ntike H"Hey, Supervisor, ContractAdlnin
Phone: (631) 330-3613 • Fax: (631) 330-5459
Email: inhurlev�'cusa.cann►i.coin
L Master Agreement Order of Precedence
a. Any Carder placed under this Nfaster AgTeement shall consist of the following documents:
(1) A Panicipating Entity's Iarticipating Addendum (I'A");
(2) These WSCA-NASPO \Master Agreement Ternts & Conditions;
(3) A Purchase Ordcr issued against the iNlaster AgrecrrncnL;
(4) The Statement of Work specific to Participating Fnlity;
(5) The Solicitation, RFP 3091 Copiers, Printers and Related Devices (Attachment Ark);
(6) Negotiated Items (Attachment BB); and
(7) Contractor's response to [he Solicitation, as revised (if pernlitted) and accepted by the
Lead State (Attachment CC:).
• Awarded: Groups A, B. C, D, and F
1NSCA•NASPO Master Agreement Ts and Cs Page 1 of 20
b. These documents shall be read to be consistent and complementary. Any conflict among
these documents shall be resolved by giving priorim, to these documents in the order
listed above. Contractor terms and conditions (fiat apply to this Master Agreetent are
only these that are expressly accepted by the Lead State and must be in writing and
attached to this Master Agreement as an Exhibit or Attachment.
Z. Definitions
Acceptance means a written notice from a Purchasing Entity to Contractor advising Contractor
that the Product has passed its Acceptance Testing. Acceptance of a Product for which acceptance
testing is not required shall occur following the completion ot'delivery, installation, if required,
and a reasonable titne f'or inspection of the Product, unless the Purchasing Entity provides a
written notice of rejection to Contractor.
:'acceptance 'Vesting means the process for asecriaining that the Product meets the standards set
forth in the section titled Standard of Performance and Acceptance, prior to Acceptance by the
Purchasing Entity.
Contractor means the person or entity delivering Products or performing; services under the terms
and conditions set forth in this Master Agreement.
Embedded Software means one or more sotfivare applications which permanently reside on a
computing deice.
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trnde
secrets. trade names, patentable inventions, or other similar proprietary rights, in tang ible or
intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead State,
acting on behalf of WSCA-NASPO, and the Contractor, as now or hereafter amended.
Order or Purchase Order means any purchase order, sales order, contract or other document
used by a Purchasing Entity to order the Products.
Participating .addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional Participating
Entity specific language or other requirements, e.g. ordering procedures specific to the
Participating Entity; other terms and conditions.
Participating; Entity means a state, or other legal entity, properly authorized to enter into a
Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of the United
States that is listed in the Request for Proposal as intending to participate. A Participating State is
not required to participate through execution of a Participating Addendum. Upon execution of
the Participating Addendum, a Participating State becomes a Participating; Entity.
WSC:A-NASPO Master Agreement Ts and Cs Page 2 of 20
Product means any equipment, software (including embedded software), documentation, service
or tither deliverable Supplied or created by the Contractor pursuant to this Master AY*rcenient.
The term Products, supplies and services, and products and services are used interchangeably in
these terns and conditions.
Purchasing Entity nicans a state, city, county, district, other political subdivision of a State, and
a nonprofit organization under the laws of some states if authorized by a Participating Addendum,
who issues a Purchase Order against the Master Agreement and becomes financially com.initted
to the purchase.
WSCA-,, ASPO is the WSCA-NASPO Cooperative Purchasing Program, facilitated by the
WSCA-NASPO Cooperative Purchasing Organization i..LC, a 501(c)(3) limited liability company
that is a subsidiary organization the National Association of State Procurement Officials
(NASPO), the role member of WSCA-NASPQ. 'rhe WSCA-NASPO Cooperative Purchasing*
Organization facilitates administration of the 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 and the District of Columbia. The WSCA-
NAASPO Cooperative Development Team is identified in the Master Agreement as the recipient of
reports and nmy be performing contract administration Functions as assigned by the Lead State.
3. Term of the Master Agreement
The initial term of this Master Agreement is for five (S) years; effective upon execution through
December 31, 2019. Placements made using the authority provided by this Contract will survive:
the Contract itself, per terms stated in Section 3.3. 10 Survivability of the REP 0091.
4. Amendments
The terms of this Master Agreement shall not he waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written approval of the Lead State.
5. AssignmentlSubcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet tights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State.
I-P. The Lead State reserves the right to assig,'n any rights or duties, including written
assignment of contract administration duties to the WSCA-NASPO Cooperative
Purchasing Organization LLC.
6. Price and Rate Guarantee Period
.VI prices and rates must be guaranteed For the initial tern of the Nfaster Agreement. Following
the initial Master Agreement period, any request (or price or rate adjustment must be For an equal
guarantee period, and must be made at least ninety- (90) days priur to the effective date. Requests
for price or rate adjustment must include sufficient documentation supporting the request. Any
WSCA-NASPO Master Agreement Ts and Cs Page 3 of 20
adjustment or amendment to the Master Agreenent shall not be effective unless approved by the
Lead State. No retroactive adJustaicnts to prices or rates will be allowed.
7. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days
Written notice prior to the effective date of the cancellation. Further, any Participating Entity may
cancel its participation upon 30 days written notice, unless otherwise limited or stated in the
Participating Addendum. Cancellation may be in whole or in p€m Any cancellation under this
provision shall not affect the rights and obligations attending orders outstanding at the time of
cancellation, including any right of and Purchasing Entity to indemnification by the Contractor,
rights of payment for Products delivered and accepted, and rights attending any warranty or
default in performance in association with any {order. Cancellation of the Master Agreement due
to Contractor default may be immediate.
8. Confidentiality, Non-Diselosure, and Injunctive Relief
a. Confidentiality. Contractor aclmowledges that it and its employees or agents may, in the
course of providin4z a Product tinder this Master Agreement, be exposed to or acquire
informationthat is confidential to Purchasing Entity's or Purchasing Entity's clients.
Any and all information of any form that is marked as confidential or would by its nature
be deemed confidential obtained by Contractor or its employees or 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"). Any reports or other documents or items (including software) that result
from the use of the Confidential Information by Contractor shall be treated in the same
manner as the Confidential information. Confidential Information does not include
information that (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.
b. 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 ot; give, or disclose Confidential
Information to third parties or use Confidential Information for any purposes whatsoever
other than what is necessary to the perfonnance of larders placed under this Master
Agreement. Contractor shall advise each of its employees and agents of their obligations
to keep Confidential information confidential. Contractor shall use commercially
reasonable efforts to assist Purchasing Entity in identifying and preventing any
unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
WSCA-NASPo Master Agreement Ts and Cs Page 4 of 20
Participating Entity, and the Lead State immediately if Contractor learns or has reason to
believe that any person who has had access to Confidential Information has violated or
intends to violate the terms of this Master Agreement; and Contractor shall at its expense
cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the
name of Purchasing Entity or Contractor against any such person. Except as directed by
Purchasing Entity, Contractor will not at any time during or after the term of this Master
Agreement disclose, directly or indirectly, any Confidential Information to any person,
except in accordance with this Master Agreement, and that upon termination of this
Master Agreement or at Purchasing Entity's request, Contractor shall turn over to
Purchasing Entity all documents, papers, and other matter in Contractor's possession that
embody Confidential Information. Notwithstanding the foregoing: Contractor may keep
one copy of such Confidential Information necessary for quality assurance, audits and
evidence of the performance of this Master Agreement,
C. Iujtinctive Relief: Contractor acknowledges that breach of this section, including
disclosure of any Confidential Information, will cause irreparable iniury to Purchasing
Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal rmzdies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are necessary
for the protection. of the (egitimate business interests of Purchasing Entity and are
reasonable in scope and content_
d. Purchasing Entity .Law. These provisions shall be applicable only to extent they arc not
in conflict with the applicable public disclosure laws of any Purchasing Entity,
9. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State
prior approval for the release of any information that pertains to the potential work or activities
covered by the Master Agreement. The Contractor shalt not make any representations or WSCA-
NASPO's opinion or position as to the quality fir effectiveness of the services that are the subject of
this Master Agreement without prior written consent. Failure to adhere to this requirement may
result in termination of the Master Agreement for cause.
10. Defaults and Remedies
a. `[ire occurrence of any of the following events shall be an event of default under this
Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any tenn or condition of this Master Agreement; or
(3) Any certification, representation or warranty by Contractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading, or
(0 institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Contractor, or the appointment of a receiver or similar
WSCA-NASPO Master Agreement Ts and Cs Page 5 or 20
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
(5) Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, Lead State shall issue a written notice of
default, identifying the nature of the default; and providing a period of 15 calendar days
in which Contractor shall have an opportunity to curt; the default. The Lead State shall
not be required to provide advance written notice or a cure period and may immediately
terminate this Master Aereetnetu 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 shall not diminish or eliminate
Contractor's liability for damages, including liquidatedf damages to the extent provided
for under this iklaster Aereement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the
period specified in the written notice of default, Contractor shall be in breach of its
obligations under this Master Agreement. and Lead State shall have the tight to exercise
any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Tenrlinate this Master Agreement and any related Contracts or portions thereof, and
(3) Impose liquidated damages as provided in this Master Agreement; and
(4) Suspend Contractor front being able to respond to future bid solicitations: and
(5) Suspend Contractor's performance; and
(6) Withhold payment until the default is remedied.
d. Unless other specified in the Participating Addendum, in the event of a default under a
Participating Addendum, a Participating Entity shall provide a written notice of default as
described in this section and have all of the rights and remedies under this paragraph
regarding its participation in the Master Agreement, in addition to those set forth in its
Participating Addendum. Unless otherwise specified in a Purchase Order; a Purchasing
Entity shall provide written notice: of default as described in this section and have all of
the rights and remedies under this paragraph and any applicable Participating Addendum
with respect to an Order placed by the Purchasing Entity. Nothing in these Master
Agreement Terms and Conditions shall be construed to limit the rights and remedies
available to a Purchasing Entity under the applicable commercial code.
11. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be P.O.B.
destination, freight pre -paid, with all transportation and handling charges paid by the
Contractor. Responsibility and liability for loss or damage shall remain the Contractor's
until Final inspection and acceptance when responsibility shall pass to the Buyer except as
to latent defects, fraud and Contractor's warranty obligations. The minimum shipment
amount, if any, will be found in the special terms and conditions. Any order For less than
the specified amount is to be shipped with the freight prepaid and added as a separate
WSCA-NASPO Master Agreement Ts and Cs Page 6 of 20
item or, the invoice. Any portion of an order- to be shipped without transportation charges
that is back: ordered shall be shipped without charge.
b. All deliveries will be "Inside Deliveries" as designated by a representative of the
Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a
loading dock, front lobby, or reception area. Specific delivery instructions will be noted
on the order form or Purchase Order. Any damage to the building interior, scratched
walls, damage to the Height elevator, etc., will be the responsibility of the Officror. It'
damage does occur, it is the responsibility of the Offeror to immediately notify the
Purchasingr Entity placing the Order.
C. All products must he delivered in the manufacturer's standard package. Costs shall
include all packing and/or crating charges. Cases shall be of durable construction, good
condition, properly labeled and suitable in every respect for storage and handling of
contents. Each shipping carton shall be marked with the commodity, brand, quantity, item
code number and the Ordering Entity's Purchase Order number.
12. Changes in Contractor Representation
'fhe Contractor must notiC-y the Lead State of changes in the Contractor's key administrative
persomel, in writing within 10 calendar days of the change. The Lead State reserves tltc right to
approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agreTs
to 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.
13. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by
Fire, riot, acts of God and/or Gvar which is beyond that parly's reasonable control. "Vhe Lead State
may tenninate this Master Agreement aver determining such delay or default will reasonably
prevent successful performance of the Master Agreement.
14. Indemnification
a. The Contractor shall defend, indemnify and hold harmless WSCA-NASPO, the Lead
State, Participating Entities, and Purchasing. Entities, along with their officers, agents, and
employees as well as any person or entity for which they may be liable, from and against
claims, damages or causes of action including reasonable attorneys' fees and related costs
for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of
the Contractor, its employees or subcontractors or volunteers, at any tier; relating to the
performance under the Master Agreement.
b. Indemnification — Intellectual Property. The Contractor shall defend, indemnity and hold
harmless WSCA-NASPO, the Lead State. Participating Entities, Purchasing Entities,
along with their officers, agents, and employees as well as any person or entity for which
they tnay be liable ("Indemnified Party"), from and against claims, damages or causes of
action including reasonable attorneys' fees and related costs arising out of the claim that
the Product or its use. infringes Intellectual Property rights ("Intellectual Property
Claim").
WSCA-NASPO Master Agreement Ts and Cs Page 7 of 20
(1) The Contractor's obligations under this section shall not extend to any combination
of the Product with any other product, system or method, unless the Product, system
or method is:
(a) Provided by the Contractor or the Contractor's subsidiaries or affiliates;
(b) Specified by the Contractor to work: with the Product: or
(a) Reasonably required, in order to use the Product in its intended manner. and the
infringement could not have been avoided by substituting another reasonably
available product, system or method capable of performing the same function; or
(d) It would be reasonably expected to use the Product in combination with such
product, system or method.
(?) The Indemnified Patty shall notify the Contractor within a reasonable time after
receiving notice of an Intellectual Property Claim. Even if the Indemnified Party
Calls 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 C:lairu resulting in increased expenses or loss to the
Contractor. If the Contractor promptly and reasonably investigates and defends any
Intellectual Property Claim, it shall have control over the defense and settlement of it.
However, the Indenuiified Party must consent in writing for any money damages or
obligations for which it may be responsible. The Indemnified Party shall furnish, at
the Contractor's reasonable request and expense, information and assistance
necessary for such defense. If the Contractor fails to vigorously pursue the dcfense or
settlement of tine Intellectual Property Claim, the Indemnified Party may assume the
defense or settlement of it and the Contractor shall be liable far all costs and
expenses, including reasonable attorneys' fees and related costs; incurred by the
Indemnified Party in ttie pursuit of the Intellectual Property Claim. Unless otherwise
agreed in writing, this section is not subject to any limitations of liability in this
Master Agreement or in any other document executed in conjunction with this Master
Agreement.
15. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no autliori•vndon.
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
agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in
any Participating Addendum.
16. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow
the terms and conditions of the Master Agreement and applicable Participating Addendum and
will [lave the same rights and responsibilities for their purchasf-ls as the Lead State has in tine
Master Agreement, including but not limited to, any indemnity or right to recover any costs as
such right is defined in the Wiaster Agreement and applicable Participating Addendum for their
WSCA-NASPO Master Agreement Ts and Cs page 8 of 20
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.
17. Insurance
a. Unless othenvise agreed in a Participating Addendum, Contractor shall, during the term
of this Master Agreement, maintain in full force and effect, the insurance described in
this section. Contractor shall acquire such insurance from an insurance carrier or carriers
licensed to conduct business in each Participating Entity's state and having a rating of A-,
Class V11 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 tertination of its Participating
Addendum.
h. Coverage shall be written on an occurrence basis. ''fhe minimum acceptable limits shall
be as indicated below, with no deductible for each of the following categories-
(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 $I, million per occurrence/V million general aggregate.
(2) Contractor must comply with any applicable State Workers Compensation or
Employers Liability insurance requirements..
C. Contractor shall pay premiums on all insurance policies. Such policies shall also
reference this Master Agreement and shall have a condition that they not be revoked by
the insurer until tlurty (30) calendar days after notice of intended revocation thereof shall
have been given to Purchasing Entity attd Participating Entity by the Contractor.
d, 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 (1) names the Parl:iciplting States
identified in the Rcquest for Proposal as additional insureds, (2) provides that no
material alteration, cancellation, non -renewal, or expiration of the coverage contained in
such policy shall have effect unless the named Participating State has been given at least
thirty (30) days prior written notice, and (3) 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 late
same information described in this subsection.
e. Contractor shall furnish to the: Lead State, Participating Entity, and, on request. the
Purchasing Entity copies of certificates of all required insurance within thirty (30)
calendar trays of the execution of this Master AL!ree►neni, the execution of a Participating
WSCA-NASPO Feaster Agreement Ts and Cs Page 9 of 20
Addendum, or the Purchase Order's effective date and prior to pertorttung any work.
The insurance certificate shall provide the following information: the name and address
of the insured; name. address, telephone nwnber 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 thirty (30) days after any renewal dare. These certificates of insurance
must expressly indicate compliance with each. and every insurance requirement specified
in this section. Failure to provide evidence of coverage may, at sole option of the Lead
State, or any Participating Entity, result in this Master Agreonent's tenmination or the
termination of any Participating Addendum.
Coverage and limits shall not Limit Contractor's liability and obligations under this
Master Agreement, any Participating Addendum, or any Purchase Order,
18. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and
State laws and regulations.
19, License of Pre -Existing intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty -free, irrevocable,
unlimited license to publish, translate, reproduce, modify, deliver, 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 license shall iXe subject to any
third party rights, in the Pre-existing Intellectual Property. Contractor shall obtain, at its own
expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-
existing Intellectual Property.
20. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or any
Purchase Order issued thereunder, or any act of a [read 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.
This section applies to a claim brought against the Participatutg State: only to the extent Congress
has appropriately abrogated the Participating State's sovereign immunity and is not consent by
the Participating State to be sued in federal court. This section is also not a waiver by the
Participating State of any form of immunity, including but not limited to sovereign immunity and
immunity based on the Eleventh Amendment to the Constitution of the United Stales.
21, Ordering
a. Master Agreement number and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
WSCA-MASPO Master Agreement Ts and C, Page 10 of 20
b. The resulting Master Agreements permit Purchasing Entities to define 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 irr pricing.
This procedure may be modified in Participating Addenda and adapted to Purchasing
Entity rules and policies. 'The Purchasing Entity may in its stile discretion determine
which Master Agreement Contractors should be solicited for a quote. The Purchasing
Agency may select the quote that it considers most advantageous, cost and other factors
considered.
C. Each Purchasing Entity wilt 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 andior services
conteinplated by this Master Agreement.
d. Contractor shalt not begin work without a valid Purchase Order or other appropriate
commitment document compliance with the law of the Purchasing Entity.
C. Orders may be placed consistent with the terms of this Master Agreement during the term
of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, steal I include:
(1) The services or supplies being delivered;
(2) The place and. requested time of delivery;
(3) A billing address..
(4) The name, phone number, and address of the Purchasing Entity representative;
(s) 'fhe price per hour or other pricing elements consistent with this Master Agreement
and the contractor's proposal,
(6) A ceiling an_lount of the order for sertiriccs being ordered; and
(7) The Master Agreement identifier.
g. All communications concerning administration of Orders placed shall 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.
h. 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 t20 days past the then -
current termination date of this Master Agreement. Contractor is reminded that financial
obligations of Purchasing Entities payable alter (lit current applicable fiscal year ate
contingent upon agency funds for that purpose being appropriated, bucketed, and
offiemvisc made available.
WSCA-NASPO Master Agreement Ts and Cs Page 11 of 20
Notwithstanding the expiration or tenrunation of this Master Agreement, Contractor
agrees to perform in accordance with the terms of any Orders then outstandinL, at the time
of such expiration or termination. Contractor shalt not honor any Orders placed after the
expiration or termination of this Master Agreement, or otherwise inconsistent with its
teens. Orders from any separate indefinite quantity, task orders, or other foray of
indefinite delivery order arrangement priced against this Master Agreement may ►tot he
placed after the expiration or termination of this Master Agreement, notwithstanding the
term of any such indefinite delivery order agreement. Placements made using the
authority provided by this Contract will survive the Contract itself, per terms stated in
Section 3.3.10 Survivability of tlac UP #3091.
22. Participants
a. Contractor may not deliver Products under this Master Agreement until a Participating
Addendum acceptabic to the Participating Entity and Contractor is executed. The
WSCA-NASPO 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. By way of illustration and not limitation, this authority may
apply to unique delivery and invoicing requirements, confidentiality requirements,
defaults on Orders, governing law and venue relating to Orders by a Participating Entity,
indemnification, and insurance requirements. Statutory or constitutional requiceanents
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 Carder.
b. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies,
political subdivisions and other Participating Entities (including cooperatives) authorized
by individual state's statutes to use state contracts are subject to 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-
C
. 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. Financial obligations of Participating States aree limited to the
orders placed by the departments or other state agencies and institutions having available
funds. Participating States incur no financial obligations on behalf of political
subdivisions.
d. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master
Agreement. It is a nonprofit cooperative purchasing organization assisting states in
administering the WSC.AlNASPO cooperative purchasing program for state government
departments, institutions, agencies and political subdivisions (e.g., colleges, school
WSCA-NASPO Master Agreement Ts and Cs Page 12 of 20
distric(s, counties, cities, etc.) for all 50 states, the District of Columbia and the territories
of the United States.
C. State Participating Addenda or other Participating Addenda shall not be construed to
amend the terms of this Master Agreement between the Lead State and Contractor.
I. Participating Entities who are not states may tinder some circumstances sign their awn
Participating Addendum, subject to the approval of participation by the Chief
Procurement Official of the state where the Participating Entity is located.
23, Payment
Paytnenrfor completion of contract order is normally made within 30 days following the date
the entire order is delivered or the date a correct invoice is received, whichever is later. After 4>
duys the Contractor may assess overdue account charges up to a maximum rate of one percent per
month on the outstanding balance. Payments will be remitted by mail. Payments may be made
via a State or political subdivision "Purchasing Card" with no additional charge.
24, Public Information
Thi-s, Master Agreement and all related documents are subject to disclosure pursuant to the
Purchasing Entity's public information laws.
25. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence pertaining
to this Master Agreement and orders placed by Purchasing Entities under it to the extent
and in such detail as shall adequately reflect performance and administration of payments
and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing
Entity, the federal government (including its grant awarding entities and the U.S.
Comptroller General), and any other duly aiitho.rized agent of a governmental agency, to
audit., inspect, examine, copy and/or transcribe Contractor's books, documents, papers
and records directly pertinent to tlus blaster Agreement or orders placed by a Purchasing
Entity under it for the purpose of making audits, examinations, excerpts, and
transcriptions. This right shall survive for a period of five (5) years following
termination of this Agreement or final payment for any order placed by a Purchusin�.,
Entity against this Agreement, whichever is later, to assure compliance with the terms
hereof or to evaluate performance hereunder.
b. 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 oC the Master Agreement or orders or
underpayment of fees found as a result of the examination o [the Contractor's records.
C. The rights acid obligations herein right exist in addition to any quality assurance
obligation in the blaster Agreement requiring the Contractor to self' -audit contract
obligations and that permits the lead State to review compliance with those obligations.
WSCA-NASPO Master Agreement Ts and Cs Page 13 of 20
26. Administrative Fees
a. The Contractor shall pay to the WSCA-NASPO Cooperative Purchasing Organization, or
its assignee, a WSCA-NASPO [Administrative Fee of one -quarter of one percent (0,25%
or 0.0025) no later than 60 days following the end of each calendar quarter. The WSCA-
NASPO (Administrative Fee shall be submitted quarterly and is based on all sales of
products and services under the Master A.grcement (less any charges for taxes or
shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be
included as part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state only
on purchases made by Purchasing Entities within that state. For all such requests, the fee
level, payinent method and schedule for such reports and payments will be incorporated
into the Participating Addendum that is made a part of the Master Agreement. The
Contractor may adjust the Master Agreement pricing accordingly for purchases made by
Purchasing Entities within the jurisdiction of the state. All such agreements shall not
affect the WSCA-NASPO Administrative Free or the prices paid by the Purchasing
Entities outside the jurisdiction of the state requesting the additional fee.
27, WSCA-NASPO Sumnt.ary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall provide
the following WSCA•NASPO reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting
Tool found at http:/Iwww.naspo.orgAVNCJ?Q/Calculator.aspx. Any./all sales made under
the contract shall be reported as cumulative totals by state. Even if Contractor
experiences zero sales during a calendar quarter, a report is still required. Reports shall be
due no later than 30 day following the end of the calendar quarter (as spec.itied in the
reporting tool).
b, Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/eustomer type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bilt-to and sbip-to locations; (4)
Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; (8) and tine item description, including product
number if used. The report shall be submitted in any Corte required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and WSCA-
NASPO Cooperative Development Team no later than thirty (30) days after the end of
the reporting period. Reports shall be delivered to the Lead State and to the WSCA-
NASPO Cooperative Development Team electronically through a designated portal.
email, CD -Rom, flush drive or other method as determined by the Lead State. Detailed
sales data reports shall include sales information for all sales under Participating Addenda
executed under this 4laster Agreement. The format for the detailed sales data report is in
shown in Attachment P.
WSCA-NASPO Master Agreement is and Cs Page 14 of 20
C. Reportable sales for the summary sales data report and detailed sales data report includes
sales to employees for personal use where authorized by the solicitation and the
Participating .Addendum. Report data for employees should be limited to ONLY the state
and entity they are participating under the authority of (state and agency, city, county,
school district; ctc.) and the arnount of sales. No personal identification numbers, e.g.
names, addresses, social security numbers or any other numerical identifier, may be
submitted with any report.
d, Timely submission of these reports is a material requirement of the Master Agreement.
The recipient of the reports shall have exclusive ownership of the media containing the
reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-
exclusive, royalty free, transferable right to display, modify, copy, and otherwise use
reports, data and information provided under this section.
28. Standard of Performance and Acceptance.
Any standard of performance under this Master Agreement applies to all Products purchased
under this Master Agreement, including any additional, replacement, or substitute Product(s) and
any Product(s) which are modified by or with the written approval of Contractor after Acceptance
by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or
other time period identified in the solicitation or the Participating Addendum, starting from the
day after the Product is delivered or, if installed, the day alter the Product is installed and
Contractor certifies that the Product is ready for Acceptance Testing. if the Product does not
meet the standard of performance during the initial period of Acceptance 'resting, Purchasing
Entity may, at its discretion, continue Acceptance 'resting on a day-to-day basis until the standard
of performance is stet. Upon rejection, the Contractor will have frlfeen (15) calendar days to cure
the standard of performance issue(s). if after the cure period, the Product still has not met the
standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in
breach and terminate the Order; (b) demand replacement Product from Contractor at no additional
cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed
upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the
preparation and shipping or Product returned pursuant to the section. No Product shall be
accepted and no charges shall be paid until the standard of performance is met. The warranty
period will begin upon Acceptance,
29, Warranty
The Contractor warrants for a period of a minimum of 90 days from the date of Acceptance that:
(a) the Product performs according to all specific claims that the Contractor made in its response
to the solicitation, (b) tite Product is suitable for the ordinary purposes for which such Product is
used, (c) the Product is suitable for any special purpotics identified in, the solicitation or for which
the Purchasing Entity has relied on the Contractor's skill or judgment, (d) the Product is designed
and manufactured in a commercially reasonable manner, and (e) the Product is free of defects.
Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing
Entity) the Product whose nonconFort nance is discovered and made known to the Contractor. If
the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the
Contractor will rebind the full amount of any payments that have been made. The rights and
WSCA-NASPO Master agreement Ts and Cs page 15 of 20
remedies of the parties under this warranty are in addition to any ether 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,
30. System Failure or Damage
In the event of system failure or damage caused by the Contractor or its Product, the Contractor
agrees to use its benst efforts to restore or assist in restoring the system to operational capacity.
31. Title of Product
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. 'I'ransfer of title
to the Product shalt include an irrevocable and perpetual license to use any Embedded Software
in the Product. If Purchasing Entity subsequently transfer title of the Product to another entity,
Purchasing Untity -,hail have the right to transfer the license to use the Embedded Software with
the transfer of Product title. A subsequent transfer of this software license shalt be at no
additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee.
32_ Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce
any rights and remedies shall not operate as a waiver under this Muster Agreement or
Participating Addendum. Any waiver by the Lead State. Participating Entity, or Purchasing
Entity trust he in writing. Waiver by the Lead Statc or Participating Entity of any default, right
or remedy under this Master Agreement or Participating Addendum, or by Purchasing Fntity with
respect to any Purchase Order, or breach of any terms or requirements of this blaster Agreement,
a Participating Addendum, or Purchase Order Shall not be construed or operate as a waiver of any
subsequent default or breach of such term or requirement, or of any other term or requirement
under this Master Agreement, Participating Addendum, or Purchase Order.
33, A.ssigainent of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action
which the Contractor now has or which may accrue to the Contractor in the future by reason oC
any violation of state or federal antitrust laws (15 U.S.C. a 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 anv goods or services provided to the Contractor for the purpose of carrying out the
Contractor's obligations under this Master Agreement or Participating Addendum, including, at a
Participating Entity's option, the right to control any such litigation on such claim for relief or
cause of action.
34. Debarment
'fhc Contractor certifies that neither it nor its principals are presently debarred, suspended,
proposed For debarment, declared ineligible, or voluntarily excluded from participation in this
transaction (contract) by any governmental department or agency. Phis certification represents a
recumng 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,
WSCA-NASPO Nlaster Agreement Ts avid Cs Page 16 of 20
35. Governing LaNv and Venue
a. The procurement, evaluation, and award of Elie 1Vlaster Agreement shall be governed by
and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the [Plaster Agreement
after award shall be governed by the law of the state serving as Lead State (in most cases
also the Lead State). The construction and effect of any Participating Addendum or
Order against the. Master Agreement shall be governed by and construed in accordance
with the la%vs of the Participating Entity's or Purchasing Entity's State.
b. Unless otherwise specified in the P-FP, the venue for any protest, claim, dispute or action
relating to the procurement, evaluation, and award is in the Lead State. Venue for any
claim, dispute or action concerning the terms of the Master Agreement shall be in the
state serving as Lead State. Venue for any claim; dispute, or action concerning any Order
placed against the Master Agreement or the effect of a Pariicipatin, Addendum shalt be
in the Purchasing Entity's State.
C. 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
priorky): 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 named party.
36. WSCA-NASPO eMarket Center
a. In July 2011, WSCA-NASPO entered into a multi -year agreement with SciQuest, Inc.
whereby SciQuest will provide certain electronic catalog hosting and management
services to enable eligible WSCA- NASPO entity's customcns to access a central online
website to view and/or shop the goods and services available from existing WSCA-
NASPO Cooperative Contracts. The central online website is referred to as the WSCA-
NASPO eklarket Center Contractor shall either upload a hosted catalog into the eMarket
Center or integrate a punchout site with the eMarket Center.
b. SuppliCr's Interface with the atblarket Center. There is no cost charged by SciQuest to
the Contractor for loading a hosted catalog or integrating a punchoul: site.
C. At a minimum, the Contractor agrees to the following:
(;l) Implementation Timeline: WSCA-NASPO eMarket Center Site Admin shall provide
a written request to the Contractor to betdn enablement process. The Contractor shall
have fifteen (15) days from receipt of written request to work with WSCA-NASPO
and SciQuest to set up an enablement schedule, at which time SciQuest's technical
documentation shall be provided to the Contractor. The schedule will include Curure
calls and milestone dates related to test and go live dates. The contractor shall [lave a
total of Ninety (90') days to deliver either- a (1) hosted catalog or (?) punch -out
catalog, from date of receipt of :written request.
WSCA-NASPO blaster Agreement Ts and Cs Page 17 of 20
(}) WSCA-NASPO and SciQuest will work with the Contractor, to decide which of the
catalog structures (either hosted or puncli-out as further described below) shall be
provided by the Contractor. Whether hosted or punch -out, the catalog must be
strictly limited to the Contractor's awarded contract offering (e.g. products
and/or services not authorized through the resulting cooperative contract should
not be viewable by WSCA-NASPCI Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog, the. Contractor is providing a list
Of its awarded products/services and pricing in an electronic data file in a format
acceptable to SciQuest. such as Tab Delimited Text files. In this scenario, the
Contractor must submit updated electronic data within five days of approval from
the Lead State of product updates to the eNtarket Center for die Lead State's
approval to maintain the most up-to-date version of its productlservice offering
under the cooperative contract in the eMarket Center.
(h) Punch -Cut Catalog. By providing a punch -out catalog, the Contractor is
providing its own online catalog, which must be capable of being integrated with
the Ovlarket Center as a. Standard punch -in via Commerce eXtensib.le Markup
Language (cXNIL). la this scenario, the Contractor shall validate that its online
catalog is up-to-date by providing a written update as needed, to the Lead State
stating they have audited the offered products/services and pricing listed on its
online catalog. The site must also return detailed UNSPSC codes (as outlined in
line 3) for each line item. Contractor also agrees to provide a -Quote functionality
to facilitate volume discounts.
d. Revising Pricing and Product Offerings: Any revisions (whether an increase or decrease)
to pricing or prodw/service offerings (new products, altered S(CUs, etc,) must be pre -
approved by the Lead State and shall be subject to any other applicable restrictions with
respect to the frequency or amount of such revisions_ However, no cooperative contract
enabled in the eMarket Center may include price changes on a more frequent basis than
once per month. The following conditions apply with respect to hosted catalogs:
(1) Updated Pricing tiles are required by the Ist of the month and shall go into effect in
the elvlarker. Center on the Ist day of the following month (i.e. file received on
1/0l/13 would be effective in the OvIarket Center on 2/01/I3). Files received after
the 1st of the month may be delayed up to a month (i.e. file received on l 1/06/09
would be ettect in the eMarket Center on 1/01/10).
(2) Lead State -approved price changes are not effective until implemented within the
eMarket Center. Errors in the Contractor's submitted pricing tiles will delay the
implementation of the price changes in eMarket Center.
C. Supplier Network Requirements: Contractor shall join the SciQuest Supplier Network
(SQSN) and shall use the SciQuest's Supplier Portal to import the Contractor's catalog
and pricing, into the SciQuest system, and �icw reports on catalog spend and
product/pricing freshness. The Contractor can receive orders through electronic deliver};
(cXI%4Q or through low -tech options such as fax. More intbrmation about the SQSN can
WSCA-NIASPO Master Agreement Ts and Cs Page 18 of 20
be found at: w"Yw.sciquest,com or call the SciQuest Supplier Network Services team at
800-2334121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a
punch -out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable administrative
Fees and/or discounts, as well as the most up-to-date product/service offering the
Contractor is authorized to provide in accordance with the cooperative contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the
duration of the cooperative contract between the Contractor and the Contract
Administrator; and
(3) The Catalog must include a Lead State contract identification number; and
(4) The Catalog mtut include detailed product line iteaat descriptions; rand
(5) The Catalog must include pictures when possible; and
(6) The Catalog must include any additional WSCA-NASPO and Participating
Addendum requirements. Although suppliers in the SQSN normally submit one (1)
catalog, it is possible to have multiple contracts applicable to different WSCA-
NASPO Participating Entities. For example, a supplier may have different pricing
for state government agencies and Board of Regents institutions. Suppliers have the
ability and responsibility to submit separate contract pricing for the same catalog if
applicable. The system will deliver the appropriate contract pricing to the user
viewing the catalog.
g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via
fax or eXrViL. "Cho Contractor shall provide positive confirmation via phone or email
within 24 hours of the Contractor's receipt of the Purchase Order, if the Purchasing
Order is received after 3pm EST on the day before a weekend or holiday, the Contractor
must provide positive confirmation via phone or email on the next business day.
h, t,INSPSC Requirements, Contractor shall support use of the United Nations Standard
Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are
driven by SciQuest for the suppliers and are upgraded every year. WSCA-NASPO
reserves the right to migrate to future versions of the UNSPSC and the Contractor shall
be required to support the migration effort. All line items, goods or services provided
under the resulting statewide contract must be associated to a UNSPSC code. All line
items must be identified at the most detailed UNSPSC level indicated by segment,
family, class and commodity. More information about the UNSPSC is available at:
http:/.;Nvww.unsnsc.com and http:r'.hvww.unsosc,com/FAOs.asn?howdoestinspsework,
i. Applicabilit_y: Contractor agrees that WSCA-NASPO controls vhiclt contracts appear in
the elviarket Center and that WSCA-NAS PO may elect at any time to remove any
supplier's offering From the eMarket Center.
WSCA-NASPO Master Agreement Ts and Cs Page 19 of 20
j. The Lead State reserves the right to approve the pricing on the OvIarket Center. This
catalog review right is solely for the benefit of the Lead State and Participating Gntilies,
and the review and approval shall not waive the requirement that products and services be
offered at prices (and approved fees) required by the Master Agreement.
k. Several WSCA-NASPO Participating Lntitics currently maintain separate SciQuest
eMarkelplaces, these Participating Entities do enable certain WSCA-NASPO
Cooperative Contracts. in the event one of these entities elects to use this WSCA-
NASPO Cooperative Contract (available through the eMarket Center) but publish to their
own eMarketplacc, the Contractor agrees to work in good faith with the entity and
WSCA-NASPO to implement the catalog. WSCA-NASPO does not anticipate that this
will require substantial additional eflorts by the Contractor; however, the supplier agrees
to take commercially reasonable efforts to enable such separate SciQuest catalogs.
iN WITNESS WHEREOF", the parties hereto hH.Ve caused this Contract to be signed and intend to be legally
bound thereby.
Independent Contractor Approval:
lctdepcndcnt C:uditractor' • signature ` Date
ti
State of Nevada (bead State) Approval:
Senior Vice President & General Manager
Independent's Contractor's Title
CPU. NV State Purchasing Administrator
C 4g Smith Date
Approved as to form by:
On
Nevada Deputy Atiortky General fix Alturney General
(Date)
WSCA•NASPO Master Agreement Ts and Cs Page 20 of 20
Attach Itaent BB
Negotiated Items
I. Additional Cost for hard drive removal and surrender must be disclosed to the Customer
prier to the: negotiation and signing of a lease; or rental agreement.
2. Models added to a se-ment within tut mN.arded Croup must match or exceed the minimum
discount proposed in the awarded Group.
3. Contractor is to negotiate SLA with each Participating Entity at time of initiating the
Participating Addendum. Attachment O of RPP 3091 (Attachment AA) is meant to be a
model Sm ice Level Agreement only.
4. Attachment CC — Contractors Response:
a. Exceptions E 1 through E5 noted on Attachment B were not acceptable by The State
and WSCA-NASPO.
1N WITNESS WI IFRFOF', tfte panties hereto have caused this Contract to be signed kind intend to be legally
bound t1wreby.
Independent Contractor Approval:
Semor Vice President & General Manager
inJt;pvndcnt Caintractaj's signattim Oatc independent's Contractor's Title
State of Nevada (Lead State) Approval:
f� ' '�'�� "''•_ f -� �/ CPU NV State Purchasing Administrator
Greg smilli ��✓ Date
Attachment BB Negotiated Items Page I Canon lJSr1
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NO. 7-15-70-23
Copiers, Printers and Related Devices
Nevada NASPO ValuePoint Master Agreement 3091
Canon U.S.A., Inc.
This Participating Addendum Number 7-15-70-23 is entered into between the State of
California, Department of General Services (hereafter referred to as "State" or "DGS") and
Canon USA (hereafter referred to as "Contractor") under the lead State of Nevada NASPO
ValuePoint Cooperative Purchasing Organization (NASPO ValuePoint) Master Agreement No.
3091.
1. Scope
A. This Participating Addendum covers the purchase of Copiers, Printers and Related
Devices under the Nevada NASPO ValuePoint Master Agreement Number 3091. The
NASPO ValuePoint Master Agreement is hereby incorporated by reference and shall
apply to the purchase of goods and services made under this Participating Addendum.
B. This Participating Addendum is available for use by all State Departments and California
political subdivisions/local governments. A political subdivision/local government is
defined as any city, county, city and county, district, or other local governmental body or
corporation, including the California State Universities (CSU) and University of California
(UC) systems, K-12 schools and community colleges empowered to expend public funds.
C. Each political subdivision/local government is to make its own determination whether this
Participating Addendum and the NASPO ValuePoint Master Agreement are consistent
with its procurement policies and regulations.
2. Term
A. The term of this Participating Addendum shall begin upon signature approval by the
State and will end December 31, 2019, or upon termination by the State, whichever
occurs first.
B. Lead State amendments to extend the Master Agreement term date are not
automatically incorporated into this Participating Addendum. Extension(s) to the
term of this Participating Addendum will be through a written amendment upon
mutual agreement between the State and the Contractor.
3. Mandatory. Statewide Contracts
Product and service categories that are available on mandatory California statewide
contracts for information technology (IT) copiers, printers and related devices cannot be
purchased from this Participating Addendum by State Departments without an exemption.
State Departments are responsible for obtaining an exemption from DGS prior to issuing a
purchase order.
This restriction is not applicable to political subdivisions/local governments.
Page 1 of 9
Participating Addendum No. 7-15-70-23
4. Terms and Conditions
Terms and conditions listed below are hereby incorporated by reference and made a part of
this Participating Addendum as if attached herein and shall apply to the purchase of goods or
services made under this Participating Addendum. These include:
A. General Provisions — Information Technology, GSPD4011T, effective 11%27/2013
("General Conditions"), subject to the modifications set forth in Section 4.13 below. The
twelve page document can be viewed at:
http://www.documents.dqs.ca.gov/pd/poliproc/gspd40llTl3 1127 pdf
1) Terms in the General Conditions stated as being applicable to "Contractor" shall be
deemed to be references to each applicable Authorized Dealer under a purchase order
to the extent consistent with their responsibilities and activities as contemplated by this
Participating Addendum, and reference to "this Contract" shall be deemed to be
references to each purchase order.
2) For the purpose of this Participating Addendum, the parties agree to the following
modications to the General Provisons:
i.With respect to Section 9, "Assignment," consent shall not be required for assignments
of rights to payment, provided that Contractor and the applicable Authorized Dealer
remain responsible for their obligations this Participating Addendum and the applicable
purchase order.
R.With respect to Section 13, "Transporatation Costs and Other Fees or Expenses," if
special rigging is required for delivery and installation, the Authorized Dealer may require
additional charges therefor but only if approved by the Ordering Agency.
iii.With respect to Section 14, "Delivery," Contractor shall make commercially reasonable
efforts to meet the specific delivery dates designated in any purchase orders.
iv.With respect to Section 18, "Warranty," the only product warranty terms are those as
provided by the respective manufacturer. In the case of Canon or Oce brand
manufactured equipment, Canon USA's standard limited warranty statements packaged
with the products govern; and provided further that to the extent Contractor offers
Software, the warranty coverage for such Software shall be governed by the warranty
terms provided by the Software developer of such Software in the applicable end user
license agreements included with the Software.
v.With respect to Section 22, "Termination for Convenience of the State," such
termination is subject to Section 17 of this Participating Addendum.
vi.With respect to Section 23.b., "Termination for Default," the parties agree that the
cure period ih case of breach shall be thirty (30) days.
vii.With respect to Section 26, "Limitation of Liability," the exceptions set forth in
subsection 26.d.(ii) shall not apply.
viii.For the avoidance of doubt, the parties acknowledge and agree that no result of
Contractor's services under the Participating Addendum shall be deemed "work for
hire" resulting in Work Product.
Page 2 of 9
Participating Addendum No. 7-15-70-23
ix.The terms and conditions governing the Software under this Participating
Addendum are contained in the applicable developer's Software end user license
agreements, and in any applicable Software maintenance and support agreements
included with the purchase of the Software license or separately purchased by
Ordering Agencies.
x.With respect to Section 46, "Examination and Audit," the State's audits rights shall
apply only to those records reasonably necessary to support Contractor's or
Authorized Dealers' invoices and charges to the State and Ordering Agencies for
products and services purchased or leased under this Participating Addendum.
5. Order of Precedence
In the event of any inconsistency between the articles, attachments, or provisions which
constitute this agreement, the following descending order of precedence shall apply:
A. California Participating Addendum Number 7-15-70-23
B. Nevada NASPO Value Point Master Agreement Number 3091, subject to the changes
set forth below:
With respect to 3.7.4 of the Master Agreement, Contractor can provide the State
with specific options to enhance data security in addition to the 3-pass overwrite
that will be performed by Contractor at no additional charge as required under
3.7.4.3. Some of these options are at an additional cost, including hard drive
removal under Section 5.4.6 of the Master Agreement. The Ordering Agency is
responsible for choosing what, if any, options it wants Contractor to provide
beyond the included end -of -term 3-pass overwrite, including whatever erasure
standards may be required by applicable law.
ii. The notification requirements of Section 5.4.7.2 of the Master Agreement,
"Special Promotions," shall apply exclusively to Contractor in the event
Contractor provides special promotion or pricing as a supplement to the
applicable Attachment I Price Schedule.
C. Canon Service Level Agreement (Exhibit B)
6. Available Products and Services
This Participating Addendum includes the following Groups:
Group A — Convenience Copiers
Group B — Production Copiers
Group C —Wide Format
Group D — Printers
7. Disallowed Products and Services
Contractor -supplied leasing agreements and rental options are not allowed. This restriction
is not applicable to political subdivisions/local governments.
Page 3of9
Participating Addendum No. 7-15-70-23
B. Price List
A. Contractor shall submit a Product and Service Schedule (PSS) identifying all products
and services offered under this Participating Addendum for the State's approval.
B. The PSS shall include the following:
1) Manufacturer Part Number or Item Number
2) List Price
3) Minimum Discount off List Price
4) Contract Price
C. Contractor shall maintain a website dedicated to this Participating Addendum which
contains the State -approved 'PSS.
D. Contractor shall submit a written notice of price increases/decreases and a revised PSS
for the State's approval prior to updating the Contractor's dedicated website for this
Participating Addendum.
E. State -approved PSS will be posted on the State's eProcurement website.
9. Equipment Additions/Deletions
A. Contractor may add or delete equipment introduced or removed from the market by the
manufacturer under the following conditions:
1) Equipment is within existing awarded groups under the NASPO ValuePoint
Master Agreement;
2) Contractor has obtained prior approval from the Nevada NASPO ValuePoint
Contract Administrator; and
3) Contractor receives written approval from the California State Contract
Administrator.
B. Contractor shall submit a written notice of equipment additions/deletions and a revised
PSS for the State's approval prior to updating the Contractor's dedicated website for this
Participating Addendum.
C. Contractor shall not add neW categories or groups of equipment or services under this
Participating Addendum that were not originally included in the NASPO ValuePoint
Master Agreement.
D. Notwithstanding the provisions of this Section 9, Contractor retain discretion to remove
discontinued equipment models from the list of equipment offered under this
Participating Addendum in accordance with the NASPO ValuePoint Master Agreement.
Page 4 of 9
Participating Addendum No. 7-15-70-23
10. Authorized Dealers
A. State -approved Canon USA authorized dealers ("Authorized Dealers") will be posted on
the State's eProcurement website. Authorized Dealers may accept orders for the sale of
equipment and the performance of services under this Agreement and, with respect to
such orders, shall have sole responsibility for fulfilling such orders. Charges for all
orders will be invoiced individually by each Authorized Dealer and order payments will
be made by the Ordering Agency directly to the Authorized Dealers. In the event of any
disputes between an Authorized Dealer and the State or Ordering Agency, Canon USA
shall investigate, shall consult with the Ordering Agency or State as appropriate, and
shall use commercially reasonable efforts to resolve the dispute. Nothing contained in
this Agreement shall relieve Contractor of its responsibilities and obligations hereunder.
Contractor agrees to be fully responsible to the State for the acts and omissions of its
Authorized Dealers and of persons either directly or indirectly employed by the
Contractor. Contractor's obligation to pay its authorized dealers is an independent
obligation from the State's obligation to make payments to the Contractor.
B. As the prime contractor, contractor is responsible for reports and fees required by the
terms and conditions of the NASPO ValuePoint Master Agreement and State
Participating Addendum.
C. Subject to the approval of the State, Authorized Dealers may be added on a quarterly
basis during the term of the contract. Contractors shall notify the'State of any deleted
Authorized Dealers or changes to current Authorized Dealers contact information at any
time during the contract term.
D. Contractor shall submit an Authorized Dealer list identifying the company name,
address, contact name, phone number and email of Authorized Dealers to the State's
Contract Administrator for the State's approval prior to updating its California specific
contract website.
11. Ordering Agency Responsibilities
A. State department and political subdivision/local government use of this Participating
Addendum is optional.
B. A User Instructions guide will be prepared and administered by the State Contract
Administrator.
C. Ordering agencies must follow the Contractor Selection and Request for Offer (RFO)
process outlined within the User Instructions guide prior to executing orders against this
Participating Addendum. This section does not apply to political subdivision/local
government use of this Participating Addendum.
Page 5 of 9
Participating Addendum No. 7-15-70-23
12. Contractor Responsibilities
Contractor or the Authorized Dealer must respond to the ordering agency's RFO to be
eligible to receive a Purchase Order under this Participating Addendum.
13. Invoicing
The State Participating Addendum Number and Ordering Agency Purchase Order Number
shall appear on each purchase order and invoice for all purchases placed under this
Participating Addendum.
14. Usage Reporting
A. Contractor shall submit usage reports on a quarterly basis to the State Contract
Administrator for all California entity purchases using the report template attached hereto
as Attachment A.
B. The report is due even when there is no activity.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox
at PDWSCA@dgs.ca.gov.
D. Any report that does not follow the required format or that excludes information will be
deemed incomplete. Contractor will be responsible for submitting corrected reports
within five business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
E. Reports are due each quarter as follows:
�� jRepori�ng;Pertod s ,
-`, Due,DateYy `
JAN 1 to MARCH 30
APR 30
APR 1 to JUNE 30
JUL 31
JULY 1 to SEPT 30
OCT 31
OCT 1 to DEC 30
JAN 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall
constitute grounds for suspension of this contract.
H. Amendments for term extensions maybe approved only if all due reports have been
submitted to the State.
15. Administrative Fee
A. Contractor shall submit a check, payable to the State of California, remitted to the
Department of General Services, Procurement Division for the calculated amount equal
to one percent (0.01) of the sales for the quarterly period.
Page 6of9
Participating Addendum No. 7-15-70-23
B. Contractor must include the Participating Addendum Number on the check. Those
checks submitted to the State without the Participating Addendum Number will be
returned to Contractor for additional identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Master Unit 2
707 3`d Street, 2"d Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as a separately charged adjustment to
Contractor's NASPO ValuePoint Master Agreement pricing.
E. The administrative fee shall not be invoiced or charged as a separate line item to the
ordering agency.
F. Payment of the administrative fee is due irrespective of payment status on orders or
service contracts from a purchasing entity.
G. Administrative fee checks are due for each quarter as follows:
JAN 1 to
MARCH 30
APR 30
APR 1 to
JUNE 30
JUL 31
JULY 1 to
SEPT 30
OCT 31
OCT 1 to
DEC 30
JAN 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall
constitute grounds for suspension of this contract.
16. Contract Management
A. The primary Contractor Contract Manager for this Participating Addendum shall be as
follows:
Contractor: Canon USA
Name:
Mike Hurley, Contract Admin.
Phone:
(631) 330-3613
Fax:
(631) 330-5459
E-Mail:
isobidadminacusa.canon.com
Address:
1 Canon Park
Melville, NY 11747
B. Should Contractor Contract Manager information change, the Contractor will provide
written notice with the updated information to the State Contract Administrator no later
than ten business days after the change.
Page 7of9
Participating Addendum No. 7.15-70-23
C. The State Contract Administrator for this Participating Addendum shall be as follows:
Name:
Cynthia Okoroike
Phone:
(916) 375-4389
Fax:
(916) 375-4663
E-Mail:
yntha.okoroike0_dgs.ca.gov
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 27202
West Sacramento, CA 95605
D.. Should State Contract Administrator information change, the State will provide written
notice with the updated information to the Contractor Contract Manager no later than ten
business days after the change.
17. Termination of Agreement
The State may terminate this Participating Addendum at any time upon 30 days prior written
notice to the Contractor. Upon termination or other expiration of this Participating
Addendum, each party will assist the other party in orderly termination of the Participating
Addendum and the transfer of all assets, tangible and intangible, as may facilitate the
orderly, nondisrupted business continuation of each party. This provision shall not relieve
the Contractor, Authorized Dealers and the Ordering Agency, as applicable, of the obligation
to perform under any, purchase order or other similar ordering document for the stated terms
thereof if executed prior to the termination becoming effective.
18. Amendment
No amendment or variation of the terms of this Participating Addendum shall be valid unless
made in writing, signed by the parties and approved as required. No oral understanding or
agreement not incorporated in the Participating Addendum is binding on any of the parties.
Page 8 of 9
Participating Addendum No. 7-15-70-23
19. Agreement
A. This Participating Addendum and the Master Agreement together with its exhibits and/or
amendments, set forth the entire agreement between the parties with respect to the
subject matter of all previous communications, representations or agreements, whether
oral or written, with respect to the subject matter hereof. Terms and conditions
inconsistent with or contrary to the terms and conditions of this Participating Addendum
and the Master Agreement, together with its exhibits and/or amendments, shall not be
added to or incorporated into this Participating Addendum or the Master Agreement and
its exhibits and/or amendments, by any subsequent purchase order or otherwise, and
any such attempts to incorporate such terms and conditions are hereby rejected. The
terms and conditions of this Participating Addendum and the Master Agreement and its
exhibits and/or amendments shall prevail and govern in the case of any such
inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same products/and or services as on the
Nevada NASPO ValuePoint Master Agreement Number 3091, at prices equal to or lower
than the prices on that contract.
C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of
the date of execution by both parties below.
STATE OF CALIFORNIA
By:
✓Name: Jim Butler
0 Title: Deputy Director
Date:. Zy lS—
Canon U.S.A., Inc.
By: 6)111111-�
Name:;c�a
Title:n►�c?.�f�ce irNi ? C�•M.,i
Date: SEpVe,,k xP-
Page 9 of 9
EXHIBIT B
SERVICE LEVEL AGREEMENT (SLA)
I. Customer Level SLA
1.1 Purpose
The purpose of this addendum is to define service levels; as well as provide the
Customer with a defined replacement process for equipment performing below
expectations.
1.2 Response Time - Fleet
Vendor agrees to maintain the following service levels definers helnw a.q ta,-aPtQ-
Group
Performance Criteria
Quarterly Uptime
A/B
95%0 or better over the 4
Average Uptime under
fixed quarterly intervals
105ppm multifunctional
per year, for devices
devices ( within servicing
within Servicing
territory for each dealer)
Territory. (Excludes
Includes
devices with rated speeds
of 105 pm or greater)
A/B
80% or better on all
Average Uptime Production
production equipment
Equipment 1 OSppm or
ovdr the 4 fixed quarterly
greater (within servicing-
intervals.. per. year bn
territory for each dealer)
Production level
equipment within Canon's
Servicing Territo
C
Wide Format Devices
PW900
95% or better over the 4
CW650
fixed>quarterly intervals
PW340
per year, for devices
CW900
within Servicing
PW500
Territory.
D
Printers (Color and Black
&White)
imageCLASS Models
MF models
See Exchange /Carry -In
imageRUNNER LBP
Policy Attached
models have the same
uptime as category A/B
under 105p m
F
Scanners
See Exchange /Carry -In
Policy Attached
Average On -Site Response
6 Hours or Less - over 6
Time
fixed ainarterly intervals
per year, for devices
within a servicing
territory. Except exchange
models if aDDlicable.
First Time Fix 80% of all service calls or
better
These service levels will be measured on a quarterly basis between Vendor and the
State.
Servicing Territory — 50 miles within the Authorized Servicer
Production Equipment - units with rated speeds 105 pages per min or faster and/or
graphic production color units (excludes imageRUNNER color units).
Multifunctional Devices — Black and White units with rated speeds below 105 pages
per minute and business color units (imageRUNNER color units are included in this
classification).
For All Multi -Function devices - B/W & Color
Average response time - Response time, as noted above, shall be calculated from the
time the customer call is placed with our Dispatch department, until the time the
Technician arrives at the individual location. Response times are calculated between
8:30am and 5:00pm, Monday through Friday, excluding Canon holidays. For the
individual location which has multiple machines and active service calls, the
Technician's arrival shall stop the response time calculation for all open service calls at
that location.
For B/W units with rated speeds 105 pates per minute or faster and/or Graphic
production color units (Excludes imaaeRUNNER color units)
Downtime is calculated from the time a service call is placed with our Dispatch
department until the time the Technician completes the repair. Uptime criteria are
calculated between 8:30am and 5:00pm, Monday through Friday, excluding Canon
holidays, and exceptions outlined in the following sentence(s). Uptime requirements
will not include preventative maintenance service calls, calls which could have been
prevented by key operator functions outlined in unit's operation manual, calls created by
user mishandling, units which are running outside the manufacturer's optimum
performance volume, or units which need to be over -hauled as a result of reaching
useful life, in the opinion of our Service department.
For Groups A and B - Downtime is calculated from the time a service call is placed
with our Dispatch department until the time the Technician completes the repair.
Uptime criteria is calculated between 8:30am and 5:00pm, Monday through Friday,
excluding Canon holidays, and exceptions outlined below. Uptime requirements will
not include preventative maintenance service calls, calls which could have been
prevented by key operator functions outlined in unit's operation manual, calls created by
user mishandling, units which are running outside the manufacturer's optimum
performance volume, or units which need to be over -hauled as a result of reaching
useful life, in the opinion of our Service department.
Loaner Unit/Backup Production — If any unit in Groups A and B is inoperable for a
period in excess of 72 hours, Vendor shall provide the Customer with either:
i) A loaner unit of similar speed and capabilities until such time as the
unit(s) covered by this agreement are operable, or
ii) Provide the Customer with off -site manned production capabilities to
accomplish the work of the unit that is inoperable at the sole cost of the
Vendor. Such costs shall be limited to cost of production (service and
supplies), equipment, labor, power, transportation of jobs to and from the
off -site production facility and facilities.
Prior to installing a substitute product, supplier will be allowed 90 days to remedy any
quality or reliability issues. A designated factory authorized technician must certify
each unit's ability to produce acceptable impressions with acceptable copies between
calls or uptime. The guarantee will remain in effect for the term of the contract or up to
five (5) years from the date of purchase/lease, provided the equipment has not been
subjected to abuse or neglect and has been continuously covered by a Maintenance
Contract. This replacement policy will remain in effect for the term of the contract and
is subject to the Customer remaining current with supplier's payment requirements.
For groups- D and F, The Exchange and Carry -Inn Product Limited Warranty would
apply.
1.3 Additional Vendor Guarantees
1.3.1 Training — End -user training - Upon equipment installation shall be at no charge.
Technical support training to include Network connectivity and print driver installation.
Subsequent training shall be available on an ongoing basis during the contract at an
additional charge. Scheduling of all training shall be mutually agreed upon during
regular business hours.
1.3.2 Invoicing — Vendor shall maintain timely, accurate invoicing, less service run
impressions, as defined below.
Measurable
Service Level
Timely Invoicing
Invoices will be submitted no later than the 25` of the
month immediately following the close of a billing period.
Accurate Invoicing
Invoices do not require any credits for miss -billing
Service Impressions'
Vendor will credit all service run immpressions within the
same billing cycle
2. Reporting and Billing
2.1 Timely Reporting — Vendor shall produce reporting for the State within 30 days of the
closing of the reporting period.
2.2 Timely Payment of Administrative Fees — Vendor shall produce payment for any
State Specific Administrative Fee within 30 days of the closing of the reporting period.
2.3 Accuracy .of Reporting — The State may request at any point proof of the reporting
accuracy through the data set supporting the reporting. If the State has reason to believe
that multiple and systemic reporting errors exist, that cannot be corrected to the State's
satisfaction; the State may require an audit by a third party. If errors are found, the
Successful vendor must reimburse the State for the cost of the auditor as well as
correcting any administrative fee errors.
2.4 Accuracy of Billing — The State may request at any point proof of the billing accuracy
through the data set supporting the billing. If the State has reason to believe that
multiple and systemic billing errors exist, that cannot be corrected to the State's
satisfaction; the State may require an audit by a third party.