R2024-96 Toshibia Copier LeaseRESOLUTION 2024-96
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, ACCEPTING A PROPOSAL FROM TOSHIBA
AMERICA BUSINESS SOLUTIONS FOR THE LEASE OF MULTI -FUNCTION
COPIERS FOR VARIOUS VILLAGE DEPARTMENTS UTILIZING PRICING
ESTABLISHED IN A STATE OF FLORIDA CONTRACT FOR COPIERS AND
MANAGED PRINT SERVICES; PROVIDING FOR CONFLICTS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village's current lease agreements for multi -function copiers to expired on
September 30, 2024, and Village Staff is recommending accepting a new proposal from Toshiba
American Business Solutions to lease fourteen (14) new multi -function copiers utilizing the terms
and pricing set forth in a State of Florida Contract for Copiers and Managed Print Services (Contract
No. 44100000-24-NASPO-I9-ACS); and
WHEREAS, the lease payments for the multi -function copiers over the three-year term exceed
$25,000 and therefore require Village Council approval on the consent agenda; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests
of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves a proposal from Toshiba America Business
Solutions for the lease of fourteen multi -function copiers for Village departments utilizing the terms
and pricing set forth in a State of Florida Contract for Copiers and Managed Print Services (Contract
No. 44100000-24-NASPO- I 9 -ACS). The total annual lease payments (exclusive of usage fees) total
$38,550.72, with funds allocated as follows:
Department
Account #
Monthly
Lease
Annual
Lease
Building
A6019-34422
$336.02
$4,032.24
Country Club
L8046-34422
214.90
2,578.80
Public Works
A6018-34422
214.90
2,578.80
Recreation
A8028-34422
406.88
4,882.56
Police
A5711-34422
666.83
8,001.96
Fire
A5812-34422
222.57
2,670.84
Finance
A5003-34422
214.90
2,578.80
Village Hall
A5509-34422
336.02
4,032.24
Library
A7927-34422
384.64
4,615.68
Village Clerk
A4904-34422
214.90
2,578.80
Total
$3,212.56
$38,550.72
Page 1 of 2
Usage fees are estimated to cost an additional $13,744.00 annually and shall be allocated by
department.
Section 3. The Village Council further authorizes the Village Manager to execute agreements
with Toshiba America Business Solutions in accordance with the proposal submitted pursuant to the
State Contract, subject to review for form and legal sufficiency by the Village Attorney.
Section 4. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 5. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 7TH DAY OF NOVEMBER, 2024.
Page 2 of 2
MAYOR
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1
NASPO ValuePoint Master Agreement Terms and Conditions
For Multi-Function Devices and Related Software, Services and Cloud
Solutions
A Contract for the NASPO ValuePoint Cooperative Purchasing Program
Acting by and through the State of Colorado (Lead State)
Department of Personnel & Administration
State Purchasing & Contracts Office
1525 Sherman Street, 5th Floor
Denver, Co 80203
And
Toshiba America Business Solutions, Inc.
25530 Commercentre Drive
Lake Forest, CA 92630
Master Agreement Number: 188037
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2
Contents
MASTER AGREEMENT TERMS AND CONDITIONS ............................................................................. 4
I. Definitions ............................................................................................................................... 4
II. Parties and Term of the Master Agreement ............................................................................ 8
III. Order of Precedence ............................................................................................................... 9
IV. Participants and Scope ........................................................................................................... 9
V. NASPO ValuePoint Provisions .............................................................................................. 11
VI. Pricing, Payment & Leasing .................................................................................................. 14
VII. Ordering ................................................................................................................................ 15
VIII. Shipping and Delivery ........................................................................................................... 18
IX. Inspection and Acceptance ................................................................................................... 19
X. Warranty ................................................................................................................................ 20
XI. Equipment Title ..................................................................................................................... 22
XII. Indemnification ...................................................................................................................... 22
XIII. Insurance .............................................................................................................................. 23
XIV. General Provisions ................................................................................................................ 25
SIGNATURE PAGE ............................................................................................................................... 31
EXHIBIT A – STATEMENT OF WORK .................................................................................................. 32
I. Product Overview .................................................................................................................. 32
II. Master Agreement Deliverables ............................................................................................ 33
III. Purchase and Lease Programs ............................................................................................. 43
IV. Contractor Responsibilities and Tasks .................................................................................. 49
EXHIBIT B – SAMPLE D&A CERTIFICATE .......................................................................................... 58
EXHIBIT C – AUTHORIZED DEALER FORM ....................................................................................... 59
EXHIBIT D – AUTHORIZED DEALERS BY STATE .............................................................................. 60
ATTACHMENT 1 – TOSHIBA LEASE AGREEMENT TERMS AND CONDITIONS .............................. 61
ATTACHMENT 2 – TOSHIBA SERVICE LEVEL AGREEMENT ........................................................... 65
ATTACHMENT 3 – TOSHIBA MAINTENANCE AGREEMENT ............................................................. 67
ATTACHMENT 4 – TOSHIBA $1 BUYOUT LEASE ADDENDUM ........................................................ 69
ATTACHMENT 5 – TOSHIBA LEASE ORDER FORM .......................................................................... 70
ATTACHMENT 6 – TOSHIBA LEASE ORDER FORM SCHEDULE ..................................................... 71
ATTACHMENT 7 – TOSHIBA AMENDMENT TO OPT OUT ................................................................. 72
ATTACHMENT 8 – TOSHIBA OPINION OF COUNSEL ....................................................................... 73
ATTACHMENT 9 – TOSHIBA M&S ACTIVATION FOR PURCHASED EQUIPMENT .......................... 74
ATTACHMENT 10 – TOSHIBA SAMPLE MPS STATEMENT OF WORK ............................................. 76
ATTACHMENT 11 – TOSHIBA ASSET RELOCATION REQUEST FORM ........................................... 80
ATTACHMENT 12 – TOSHIBA FLEET MONITORING TOOL SITE SURVEY ...................................... 81
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ATTACHMENT 13 – TOSHIBA EMETERS ONLINE INFORMATION AND INSTRUCTIONS ............... 84
ATTACHMENT 14 – TOSHIBA STATEMENT OF SERVICES .............................................................. 85
ATTACHMENT 15 – TOSHIBA SAAS STATEMENT OF SERVICES ................................................... 90
ATTACHMENT 16 – TOSHIBA ON-PREMISES STATEMENT OF SERVICES .................................... 92
ATTACHMENT 17 – TOSHIBA HYBRID STATEMENT OF SERVICES ............................................... 95
ATTACHMENT 18 – TOSHIBA MASTER SOFTWARE AND SERVICES AGREEMENT ..................... 97
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MASTER AGREEMENT TERMS AND CONDITIONS
I. Definitions
1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and
some smaller paper sizes, such as postcards and envelopes.
1.2 A4 MFD – A Multi-function Device which is designed to handle letter, legal and some
smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option
on this Device.
1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor
that the Device has passed its Acceptance Testing. Acceptance of a Product for which
Acceptance Testing is not required shall occur following the completion of delivery,
installation, if required, and a reasonable time for inspection of the Product, unless the
Purchasing Entity provides a written notice of rejection to Contractor, as set forth in section
IX of this Master Agreement.
1.4 Accessory – A compatible item that is added to the Base Unit to enhance its capabilities
and functions.
1.5 Attachment – Contractor’s Supplemental Documents which consist of the following:
1.5.1 Attachment 1 – Toshiba Lease Agreement Terms and Conditions
1.5.2 Attachment 2 – Toshiba Service Level Agreement
1.5.3 Attachment 3 – Toshiba Maintenance Agreement
1.5.4 Attachment 4 – Toshiba $1 Buyout Lease Addendum
1.5.5 Attachment 5 – Toshiba Lease Order Form
1.5.6 Attachment 6 – Toshiba Lease Order Form Schedule
1.5.7 Attachment 7 – Toshiba Amendment to Opt Out
1.5.8 Attachment 8 – Toshiba Opinion of Counsel
1.5.9 Attachment 9 – Toshiba M&S Activation for Purchased Equipment
1.5.10 Attachment 10 – Toshiba Sample MPS Statement of Work
1.5.11 Attachment 11 – Toshiba Asset Relocation Request Form
1.5.12 Attachment 12 – Toshiba Fleet Monitoring Tool Site Survey
1.5.13 Attachment 13 – Toshiba eMeters Online Information and Instructions
1.5.14 Attachment 14 – Toshiba Statement of Services
1.5.15 Attachment 15 – Toshiba SaaS Statement of Services
1.5.16 Attachment 16 – Toshiba On-Premises Statement of Services
1.5.17 Attachment 17 – Toshiba Hybrid Statement of Services
1.5.18 Attachment 18 – Toshiba Master Software and Services Agreement
1.6 Authorized Dealer – The Manufacturer’s authorized sales and Service center (also known
as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the
Manufacturer’s Products and perform machine installation and maintenance on Devices
offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the
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sales and service center to view and test Device.
1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that
include all standard Accessories and parts a nd excludes optional Accessories and/or
software.
1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on
one or more Devices and calculating one rate that a customer will be billed for all copies,
regardless of Device type and b&w or color output. Allows for simplicity when billing copies
run.
1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.
1.10 Business Day – Any day other than Saturday, Sunday, or a legal holiday.
1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves
the acquisition of the Device by the Purchasing Entity, and consists of any current and past
due amount, plus the remaining stream of Device Payments.
1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that
involves the return of the Device by the Purchasing Entity to Contractor, in good working
condition (ordinary wear and tear excepted), and consists of any current and past due
amounts, plus the remaining stream of Device Payments.
1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be
referred to as a $1 Buyout Lease and title of the Device will automatically pass from the
Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing
Entity will not be subject to additional payments in order to assume ownership. However, it
will be at the discretion of the Participating State or Entity as to whether other criteria will
also be considered, such as a bargain purchase option, a lease term longer than 75% of
the estimated economic life of the Device, or the present value of the lease payments is
greater than 90% of the fair market value of the Device at the beginning of the Initial Lease
Term, or any other legal requirements relating to a Capital Lease.
1.14 Ceiling Pricing - Pricing that is established as a “not-to-exceed” amount; the maximum
price Contractor may charge for Products, Services, and Supplies.
1.15 Contractor - A party to this Master Agreement, whether a person or entity, that delivers
goods or performs services under the terms set forth in this Master Agreement.
1.16 Coterminous - Two or more leases that end at the same time. The original lease payment
is modified to reflect the addition of a new Device or Accessory. The original term of the
lease is not modified as a result of a Coterminous addition.
1.17 Deliverable - A Product, Service, solution, result, labor, or other effort being sought through
this RFP.
1.18 Device - The Base Unit, either with or without optional Accessories and/or software. May
also be referred to as “Equipment.”
1.19 Device Downtime - The period of time that a Device is not operational and is waiting for
Service to be completed.
1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and
maintenance.
1.21 Device Trade-In - An agreed upon transaction between the Purchasing Entity and
Contractor, in which Contractor takes ownership of Purchasing Entity’s owned Device,
often for a discounted amount.
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1.22 Device Upgrade or Downgrade - A replacement of the Purchasing Entity’s existing leased
Device, with a different Device, of either greater or lesser value. A new lease is then
originated for the new Device, with the remaining lease payments on the old Device
wrapped into it. The old lease is closed out, and the Device is returned to Contractor.
1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates
and selects Device according to a list of preferred environmental attributes. EPEAT
registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment
of Imaging Device, as amended.
1.24 Embedded Software - One or more software applications which permanently reside on a
computing Device.
1.25 Energy Star - The U.S. Environmental Protection Agency’s standard for energy efficiency.
1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1)
Take title to the Device at the end of the Initial Lease Term by paying the residual value to
Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to
Contractor at the end of the Initial Lease Term.
1.27 Free on Board (FOB) Destination - Contractor is responsible for transportation and
handling charges and the sale does not occur until the Products arrive at the Purchasing
Entity’s specified location.
1.28 Group - The classification for the different types of Devices solicited in this RFP. Groups
are determined by the Devices primary functions and/or capabilities.
1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) that a
Purchasing Entity enters into a lease agreement.
1.30 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible
or intangible form, and all rights, title, and interest th erein.
1.31 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of
output options.
1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is
a party to this Master Agreement.
1.33 Legacy Device – A Device that was purchased or leased, either under a prior NASPO
ValuePoint or WSCA Master Agreement, another program, or via any other means.
1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly
Service, parts, Supplies, and Preventative Maintenance on purchased or leased Devices.
1.35 Managed Print Services (MPS) - The management, service, and support of the
Purchasing Entity’s entire enterprise and output infrastructure of printed materials, with the
objective of creating a solution that improves the print process and reduces the expense of
printed material.
1.36 Manufacturer - A company that, as its primary business function, designs, assembles, and
owns the trademark/patent and markets a Device. Also referred to as Contractor.
1.37 Manufacturer’s Suggested Retail Price (MSRP) - The list price or recommended retail
price of a Product in which the Manufacturer recommends that the retailer sell the Product.
1.38 Master Agreement - The underlying agreement executed by and between the Lead State,
acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter
amended.
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1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple
Devices into one, such as print, fax, copy and scan. Each feature can work independently
of the other.
1.40 NASPO ValuePoint - A division of the National Association of State Procurement Officials
(“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the
NASPO cooperative group contracting consortium of state chief procurement officials for
the benefit of state departments, institutions, agencies, and political subdivision s and other
eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit
organizations, etc.) for all states, the District of Columbia, and territories of the United
States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports
and may perform contract administration functions relating to collecting and receiving
reports, as well as other contract administration functions as assigned by the Lead State.
1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented,
leased, sold, or used in a demonstration, and are currently being marketed by the
Manufacturer.
1.42 Normal Business Hours – Defined as the hours between 8AM and 5PM, Monday through
Friday, holidays excluded.
1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are
not listed in the Master Agreement Price List(s). NSP’s may include Coin-Op Equipment,
empowering software etc.
1.44 OEM – The Original Equipment Manufacturer.
1.45 Order - Any type of encumbrance document or commitment voucher, including, but not
limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement,
lease agreement, etc. used by a Purchasing Entity to order the Products and Services.
1.46 Participating Addendum – A bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any additional Participating
Entity-specific language or other requirements (e.g., ordering procedures specific to the
Participating Entity, entity-specific terms and conditions, etc.).
1.47 Participating Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states properly authorized to enter into a Participating Addendum, that has
executed a Participating Addendum.
1.48 Participating State - A state that has executed a Participating Addendum or has indicated
an intent to execute a Participating Addendum.
1.49 Power Filter - An electronic filter which is placed between an external power line and a
Device for the purpose of removing frequencies or electromagnetic interference.
1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a
satisfactory operating condition by providing systematic inspection, detection, and
correction of failures either before they occur or before they develop into major defects.
1.51 Private Label - Devices that are manufactured by one company and sold under a retailer’s
brand name.
1.52 Product – Devices, Accessories, parts, software, and/or Supplies provided by Contractor
pursuant to the Master Agreement.
1.53 Published Price – The price that is posted on the Manufacturer’s website or in their pricing
literature (e.g. not the Master Agreement contract price).
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1.54 Purchasing Entity - A state (as well as the District of Columbia and US territories), city,
county, district, other political subdivision of a State, or a nonprofit organization under the
laws of some states if authorized by a Participating Adden dum, that issues a Purchase
Order against the Master Agreement and becomes financially committed to the purchase.
1.55 Refurbished - A Device which has received extensive maintenance and/or minor repair,
including the replacement of all standard parts subject to wear during the normal course of
use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device
shall not have more than 750,000 original copies on it. In addition, Refurbished Device must
only contain OEM parts. Refurbished Device must be certified by the Manufacturer.
1.56 Remanufactured - The process of disassembling Devices known to be worn or defective
that can be reused or brought up to OEM specification by cleaning, repairing or replacing
it in a manufacturing environment and the n reassembling and testing it, so that it will
operate like a new Device. Remanufactured Device must be certified by the Manufacturer.
1.57 Renewal Term - A lease term that supersedes the Initial Lease Term, and which a
Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor.
Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the
Useful Life of the Device. Capital Leases are excluded from going into renewal.
1.58 Response Time - The time from when the original Service Call is placed with the
Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing
Entity’s location.
1.59 Segment - The various speeds that Devices are categorized by.
1.60 Services – The labor required to be performed by Contractor pursuant to the Master
Agreement or an Order. Services may include, but are not limited to, maintenance, MPS
and software installation.
1.61 Service Base Location - The place of business where the Contractor or Authorized Dealer
stores parts and provides training for service technicians.
1.62 Service Call - An on-site Service technician visit due to Device error or malfunction.
1.63 Single-function Printer - An inkjet or laser Device that only prints and is not capable of
other functions such as copying, faxing or scanning.
1.64 Straight Lease - A type of agreement in which ownership is not an option and the Total
Monthly Payment amount remains firm throughout the Initial Term.
1.65 Supplemental Documents – With the exception of software, end-user and click-wrap
agreements, Contractor’s Supplemental Documents are the only authorized documents
under this Master Agreement and are attached hereto as Attachments.
1.66 Supplies - Consumable items that gets used up or are discarded once used, such as ink
cartridges.
1.67 Third Party – A person or entity that may be directly involved, but is not a principal to an
arrangement, contract, deal, lawsuit, or transaction.
1.68 Total Monthly Payment - The Device portion of the payment, as well as any Service,
Supplies or maintenance, and less any applicable taxes.
1.69 Useful Life - Period during which a Device is expected to be usable for the purpose in
which it was manufactured.
II. Parties and Term of the Master Agreement
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2.1 Parties. This Master Agreement is entered into by and between the State of Colorado,
acting by and through the Department of Personnel & Administration, State Purchasing &
Contracts Office (hereinafter called the “Lead State”), and Toshiba America Business
Solutions, Inc. (hereinafter called “Contractor”), for the procurement of A3 MFD’s, A4
MFD’s, Single-function Printers, Large/Wide Format Equipment, Software, Consumable
Supplies, Managed Print Services, Software Related Services (including cloud -based
offerings and web-based fleet management tools), and Specialty Printers as approved per
this Master Agreement, for the benefit of Participating States, Entity’s, and Purchasing
Entities. The Contractor and the Lead State agree to the terms and conditions contained
herein.
2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective
date of August 1, 2024. The term of this Master Agreement may be amended beyond the
initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual
agreement of the Lead State and Contractor, by written Amendment. The total duration of
the Master Agreement, including any extensions, shall not exceed five (5) years.
2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered,
modified, supplemented, or amended in any manner whatsoever without prior written
agreement of the Lead State and Contractor.
III. Order of Precedence
3.1 Order. This Master Agreement will consist of the following documents:
3.1.1 A Participating Entity’s Participating Addendum (“PA”), including its Attachments
and Exhibits;
3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;
3.1.3 An Order issued against the Master Agreement;
3.1.4 The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software,
Services and Cloud Solutions;
3.1.5 Contractor’s response to the Solicitation, as revised (if permitted) and accepted by
the Lead State; and
3.1.6 Contractor’s Supplemental Documents, which are included as Attachments.
3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict
among these documents will be resolved by giving priority to these documents in the order
listed above. Contractor terms and conditions that apply to this Master Agreement are only
those that are expressly accepted by the Lead State and must be in writing and attached
to this Master Agreement as an Exhibit or Attachment.
3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify,
or otherwise derogate any provisions in this Master Agreement between the Lead State
and Contractor. Participating Addenda will not include a term of agreement that exceeds
the term of the Master Agreement, nor will it include Products and Services not awarded
under the Master Agreement.
IV. Participants and Scope
4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under
this Master Agreement until a Participating Addendum acceptable to the Participating Entity
and Contractor is executed.
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4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and
Conditions are applicable to any Order by a Participating Entity (and other Purchasing
Entities covered by their Participating Addendum), except to the extent altered, modified,
supplemented or amended by a Participating Addendum , subject to section III. For the
purposes of illustration and not limitation, this authority may apply to unique delivery and
invoicing requirements, confidentiality requirements, defaults on Orders, governing law and
venue relating to Orders by a Participating Entity, indemnification, and insurance
requirements. Statutory or constitutional requirements relating to availability of funds may
require specific language in some Participating Addenda in order to comply with applicable
law. The expectation is that these alterations, modifications, supplements, or amendments
will be addressed in the Participating Addendum or, with the consent of the Purchasing
Entity and Contractor, may be included in the ordering document (e.g., purchase order or
contract) used by the Purchasing Entity to place the Order.
4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state
agencies, political subdivisions and other Participating Entities is subject to applicable state
law and the approval of the respective State Chief Procurement Official. Issues of
interpretation and eligibility for participation are solely within the authority of the respective
State Chief Procurement Official.
4.4 Obligated Entities. Obligations under this Master Agreement are limited to those
Participating Entities who have signed a Participating Addendum and Purchasing Entities
within the scope of those Participating Addenda. States or other entities permitted to
participate may use an informal competitive process to determine which Master
Agreements to participate in through execution of a Participating Addendum. Participating
Entities incur no financial obligations on behalf of other Purchasing Entities.
4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of
each Participating Addendum to pa@naspovaluepoint.org to support documentation of
participation and posting in appropriate databases.
4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under
some circumstances sign their own Participating Addendum, subject to the consent of the
Chief Procurement Official of the state where the entity is located. Coordinate requests for
such participation through NASPO ValuePoint. Any permission to participate through
execution of a Participating Addendum is not a determination that procurement authority
exists; the entity must ensure that they have the requisite procurement authority to execute
a Participating Addendum.
4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or
Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a
Participating Addendum, Purchasing Entities may not resell Products purchased under this
Master Agreement. Absent any such condition or explicit permission, this limitation does
not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products
to the general public as surplus property for non-leased Equipment; and fees associated
with inventory transactions with other governmental or nonprofit entities and consistent with
a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection
must be consistent with license rights granted for use of intellectual property.
4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity
and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master
Agreement and applicable Participating Addendum and will have the same rights and
responsibilities for their purchases as the Lead State has in the Master Agreement and as
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the Participating Entity has in the Participating Addendum, including but not limited to any
indemnity or right to recover any costs as such right is defined in the Master Agreement
and applicable Participating Addendum for their purchases. Each Purchasing Entity will be
responsible for its own charges, fees, and liabilities. The Contractor will apply th e charges
and invoice each Purchasing Entity individually.
4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor
must secure from the Lead State prior approval for the release of information that pertains
to the potential work or activities covered by the Master Agreement. This limitation does
not preclude publication about the award of the Master Agreement or marketing activities
consistent with any proposed and accepted marketing plan.
4.10 No Representations. The Contractor shall not make any representations of NASPO
ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity’s opinion or
position as to the quality or effectiveness of the services that are the subject of this Master
Agreement without prior written consent.
V. NASPO ValuePoint Provisions
5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set
forth in section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of
this Master Agreement.
5.2 Administrative Fees
5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its
assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent
(0.25% or 0.0025) no later than sixty (60) days following the end of each calen dar
quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly
and is based on all sales of products and services under the Master Agreement (less
any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is
not negotiable. This fee is to be included as part of the pricing submitted with a
vendor’s response to the Lead State’s solicitation.
5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage
Based or Life Cycle Service and Supply sales. This method will no longer
require the Contractor to capture the actual Service and Supply revenues
that are billed to the customer each month.
5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a
piece of Equipment and the actual amount of Service and Supply costs
required to operate that Equipment over its Useful Life. Therefore, to simplify
the reporting process and remove the burden to capture the actual Service
and Supply costs, the Contractor may report as follows:
5.2.1.2.1 Purchased Equipment: Contractor shall report the actual
amount invoiced (less any taxes) for all Equipment sold under
the reporting period (calendar quarter). In addition, the
Contractor shall report an additional amount equal to the invoice
amount and identified as “Life Cycle Service and Supplies,” or
an actual amount and identified as “Usage Based Service and
Supplies,” providing the customer elects to enter into a
Maintenance Agreement. Thus, in the Contractor’s Detailed
Sales Report, for each item sold, there will be two-line items:
one for the piece of Equipment, and one for the Life Cycle or
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Usage Based Service and Supplies. The amount reflected for
the Life Cycle Service and Supplies must be equal to the
amount of the Equipment.
5.2.1.2.2 Leased Equipment: Contractor may report sales according to
the Purchased Equipment methodology described above, or
they may report the actual amount invoiced (less any taxes) for
the lease during the reporting period (calendar quarter). In
addition, the Contractor shall report an additional amount equal
to the invoice amount and identified as “Life Cycle Service and
Supplies,” or an actual amount and identified as “Usage Based
Service and Supplies.” Thus, in the Contractor’s Detailed Sales
Report, for each item leased, there will be two-line items: one
for the invoice amount to the customer for the Equipment, and
one for the Life Cycle or Usage Based Service and Supplies.
The amount reflected for the Life Cycle Service and Supplies
must be equal to the amount of the invoiced Equipment.
5.2.2 State Imposed Fees. Some states may require an additional fee be paid by
Contractor directly to the state on purchases made by Purchasing Entities within
that state. For all such requests, the fee rate or amount, payment method , and
schedule for such reports and paymen ts will be incorporated into the applicable
Participating Addendum. Unless agreed to in writing by the state, Contractor may
not adjust the Master Agreement pricing to include the state fee for purchases
made by Purchasing Entities within the jurisdiction of the state. No such agreement
will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid
by Purchasing Entities outside the jurisdiction of the state requesting the additional
fee.
5.3 NASPO ValuePoint Summary and Detailed Usage Reports
5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to
NASPO ValuePoint all Orders under this Master Agreement for which Contractor
has invoiced the ordering entity or individual, including Orders invoiced to
Participating Entity or Purchasing Entity employees for personal use if such use is
permitted by this Master Agreement and the applicable Participating Addendum
(“Sales Data”). Timely and complete reporting of Sales Data is a material
requirement of this Master Agreement. Reporting requirements, including those
related to the format, contents, frequency, or delivery of reports, may be updated
by NASPO ValuePoint with reasonable notice to Contractor and without
amendment to this Master Agreement. NASPO ValuePoint shall have exclusive
ownership of any media on which reports are submitted and shall have a perpetual,
irrevocable, non-exclusive, royalty free, and transferable right to display, modify,
copy, and otherwise use reports, data, and information provided under this section.
5.3.2 Summary Sales Data. “Summary Sales Data” is Sales Data reported as
cumulative totals by state. Contractor shall, using the reporting tool or template
provided by NASPO ValuePoint, report Summary Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty (30) days following the end
of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor
shall submit a zero-sales report.
5.3.3 Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each
Order all information required by the Solicitation or by NASPO ValuePoint,
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including customer information, Order information, and line-item details. Contractor
shall, using the reporting tool or template provided by NASPO ValuePoint, report
Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than
thirty (30) days following the end of the quarter. Detailed Sales Data shall be
reported in the format provided in the Solicitation or provided by NASPO
ValuePoint. The total sales volume of reported Detailed Sales Data shall be
consistent with the total sales volume of reported Summary Sales Data.
5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall
provide to NASPO ValuePoint tables of customer an d Product information and
specific attributes thereof for the purpose of standardizing and analyzing reported
Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing
Purchasing Entities and identify for each the appropriate customer type as defined
by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number
or SKU for each Product in Contractor’s catalog and identify for each the
appropriate Master Agreement category (and subcategory, if applicable),
manufacturer part number, product description, eight-digit UNSPSC Class Level
commodity code, and (if applicable) EPEAT value and Energy Star rating.
Crosswalk requirements and fields may be updated by NASPO ValuePoint with
reasonable notice to Contractor and without amendment to this Master Agreement.
Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks
updated as Contractor’s customer lists and product catalog change.
5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint,
provide NASPO ValuePoint with an executive summary that includes but is not
limited to a list of states with an active Participating Addendum, states with which
Contractor is in negotiations, and any Participating Addendum roll-out or
implementation activities and issues. NASPO ValuePoint and Contractor will
determine the format and content of the executive summary.
5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance
Review
5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint
personnel. Contractor shall present plans to NASPO ValuePoint for the education
of Contractor’s contract administrator(s) and sales/marketing workforce regarding
the Master Agreement contract, including the competitive nature of NASPO
ValuePoint procurements, the master agreement and participating addendum
process, and the manner in which eligible entities can participate in the Master
Agreement.
5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as
Participating Addendums are executed, provide plans to launch the program for
the Participating Entity. Plans will include time frames to launch the agreement and
confirmation that the Contractor’s website has been updated to properly reflect the
scope and terms of the Master Agreement as available to the Participating Entity
and eligible Purchasing Entities.
5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual
contract performance review with the Lead State and NASPO ValuePoint, which
may at the discretion of the Lead State be held in person and which may include a
discussion of marketing action plans, target strategies, marketing materials,
Contractor reporting, and timeliness of payment of administration fees.
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5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used
by Contractor in sales and marketing until a separate logo use agreement is
executed with NASPO ValuePoint.
5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective
date, notify the Lead State and NASPO ValuePoint of any contractual most-
favored-customer provisions in third-party contracts or agreements that may affect
the promotion of this Master Agreement or whose terms provide for adjustments to
future rates or pricing based on rates, pricing in, or Orders fro m this Master
Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor
shall provide a copy of any such provisions.
5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion,
cancel the Master Agreement or not exercise an option to renew, when utilization of
Contractor’s Master Agreement does not warrant further administration of the Master
Agreement. The Lead State may also exercise its right to not renew the Master Agreement
if the Contractor fails to record or report revenue for three consecutive quarters, upon 60 -
calendar day written notice to the Contractor. Cancellation based on nonuse or under -
utilization will not occur sooner than [two years] after execution of the Master Agreement.
This subsection does not limit the discretionary right of either the Lead State or Contractor
to cancel the Master Agreement or terminate for default subject to the terms herein. This
subsection also does not limit any right of the Lead State to cancel the Master Agreement
under applicable laws.
5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial
government or provincially funded entity in Alberta, British Columbia, Manitoba, New
Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island,
Quebec, or Saskatchewan, and territorial government or territorial government funded
entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities,
community colleges, school boards, health authorities, housing authorities, agencies,
boards, commissions, and crown corporations, may be eligible to use Contractor's Master
Agreement.
5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded
Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related
to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement,
the terms of which shall be the same or similar (and not less favorable) than the terms set
forth in the Master Agreement.
VI. Pricing, Payment & Leasing
6.1 Pricing. The prices contained in this Master Agreement or offered under this Master
Agreement represent the not-to-exceed (“celling”) price to any Purchasing Entity.
6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of
the Master Agreement, including any renewal terms, however; Contractor may
increase its discount percentage at any time. The Lead State must be notified of
any such discount percentage increase, and provided with a copy of the new Price
List(s).
6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must
include all shipping, delivery, and installation costs associated with the Products.
Excess installation charges however, may be billable. Refer to section IV.E.5 of
Exhibit A, Statement of Work, for more information.
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6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for
up to thirty (30) days following submission. In addition, errors in Contractor Price
Lists may delay the approval process further.
6.1.4 Contractor may update their lease rates once per quarter by providing the Lead
State with documentation regarding said rate chan ges. Updates to lease rates will
not be permitted until 8/1/2025.
6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master
Agreement (e.g. 8/1/2024 – 7/31/2025). Contractor may then update their pricing
once per calendar year. All requested price increases must be sent to the Lead
State and include documentation from Contractor which provides a detailed
explanation for the increase. While there will not be any restrictions regarding direct
and indirect cost increases, it will be at the Lead State’s sole discretion to determine
if the requested increase has a direct correlation to the Deliverables being offered
under the Master Agreement. Price increases shall be allowed for all Products and
all Services, including rate and fee structures on maintenance plans.
6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint.
Contractor shall then update all applicable websites with the new Price Lists after
the NASPO ValuePoint website has been updated. Contractor is not permitted to
send Price List updates directly to NASPO ValuePoint.
6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the
Participating State or Entity, but pricing must not exceed Master Agreement pricing.
Contractor must provide the Participating State or Entity with their pricing
breakdown which enables the Participating State or Entity to easily compare the
pricing in the CPC structure against the pricing in the Master Agreement.
6.1.8 Contractor may offer state-wide promotional discounts, customer location specific
discounts, bulk discounts, or spot discounts. Contractor must notify the
Participating State or Entity of special state-wide promotional discounts.
6.1.9 No retroactive adjustments to prices or rates will be allowed.
6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Pay ment
after Acceptance will be made within thirty (30) days following the date the entire order is
delivered or the date a correct invoice is received, whichever is later. After 45 days the
Contractor may assess overdue account charges up to a maximum rate of one percent per
month on the outstanding balance, unless a different late payment amount is specified in a
Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will
be remitted in the manner specified in the Participating Addendum or Order. Payments may
be made via a purchasing card with no additional charge.
6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws
of some Purchasing Entities may permit the use of leasing or alternative financing methods
for the acquisition of Products under this Master Agreement. Exhibit A, Statement of
Work, contains leasing provisions; however, it shall be at the discretion of each
Participating State or Entity to accept these terms, reject these terms, or further negotiate
the terms with the Contractor, as long as those negotiations don’t fall outside the original
scope of the RFP or the Master Agreement.
For example: The maximum lease term on Group A Devices is 60 months; Contractor
is not permitted to offer a lease term in excess of this.
VII. Ordering
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7.1 Order Numbers. Purchase Order numbers must be clearly shown on all
acknowledgments, packing slips, invoices, and on all correspondence.
7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and
informally compete the requirement among companies having a Master Agreement on an
“as needed” basis. This procedure may also be used when requirements are aggregated
or other firm commitments may be made to achieve re ductions in pricing. This procedure
may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and
policies. The Purchasing Entity may in its sole discretion determine which Master
Agreement Contractors should be solicited for a quote. The Purchasing Entity may select
the quote that it considers most advantageous, cost, and other factors considered.
7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate
purchasing procedure and documentation. Contractor is expected to become familiar with
the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies
and/or services contemplated by this Master Agreement.
7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order
or other appropriate commitment document under the law of the Purchasing Entity.
7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master
Agreement and applicable Participating Addendum during the term of the Mas ter
Agreement and Participating Addendum.
7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination
date thereof, but may have a delivery date or performance period up to 120 days
past the then-current termination date of this Master Agreement.
7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the
applicable Participating Addendum, which may further restrict the period during
which Orders may be placed or delivered.
7.5.3 Financial obligations of Purchasing Entities payable after the current applicable
fiscal year are contingent upon agency funds for that purpose being appropriated,
budgeted, and otherwise made available.
7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor shall perform in accordance with the terms of any Orders then
outstanding at the time of such expiration or termination. Contractor shall not honor
any Orders placed after the expiration, cancellation, or termination of this Master
Agreement, or in any manner inconsistent with this Master Agreement’s terms.
7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite
delivery order arrangement priced against this Master Agreement may not be placed
after the expiration or termination of this Master Agreement, notwithstanding the
term of any such indefinite delivery order agreement.
7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or
Entity, all Orders pursuant to this Master Agreement, may contain the following:
7.6.1 Name of Purchasing Entity;
7.6.2 The name, phone number, and address of Purchasing Entity representative;
7.6.3 Order date;
7.6.4 Description of the Product and/or Service ordered;
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7.6.5 Model number;
7.6.6 Price;
7.6.7 The Master Agreement number; and
7.6.8 Any additional information required by the Participating State or Entity.
7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess
any additional charges or fees for processing payments via this method.
7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to
provide a centralized billing option.
7.9 Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and to
invoice a Purchasing Entity directly, unless otherwise specified by a Participating State or
Entity.
7.10 With the exception of drop-shipped items, Contractor and/or Authorized Dealers shall not
issue an invoice until the Purchasing Entity has confirmed Acceptance, per section IX.
7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee
for any Products that are not accepted. The amount of the fee shall be the lesser of 10%
of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum.
7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails
to submit the required information within the specified time-frame.
7.13 All software Orders shall reference the Manufacturer’s most recent release or version of
the Product, unless the Purchasing Entity specifically requests a different version.
7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax
separately or as otherwise indicated in a Participating Addendum or an Order.
7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed
invoices, including escalation procedures. In addition, Contractor and/or Authorized
Dealers shall have a process in place for issuing refunds or credits due to invoicing errors,
as well as over-payments and Product returns.
7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an
Order through an internet-based portal or electronic catalog, then Contractor shall maintain
all necessary hardware, software, backup-capacity and network connections required to
operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere
to the following requirements:
7.16.1 The internet-based portal or electronic catalog shall clearly designate that the
Products are part of the NASPO ValuePoint Master Agreement, and shall link to
the Participating State or Entity’s designated web location;
7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed;
7.16.3 If Contractor’s electronic catalog will either be hosted on or accessed through the
Participating State’s eCommerce system, then Contractor shall comply with all
policies, procedures and directions from the Participating State or Entity in relation
to hosting its catalog on or making its catalog accessible through that system;
7.16.4 All information made available through the Participating State or Entity’s
eCommerce system is accurate and complies with the Master Agreement and the
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Participating Addendum; and
7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating
State or Entity upon request.
7.17 Communication. All communications concerning administration of Orders placed must be
furnished solely to the authorized purchasing agent within the Purchasing Entity’s
purchasing office, or to such other individual identified in writing in the Order.
7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing
Entity and request approval before substituting for the out-of-stock item. Contractor’s
request to substitute shall explain how the substituted Product compares with the out -of-
stock item. Any substitute Product offered must be on the Contractor’s Master Agreement
Price List.
7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2
Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal Entity
Contracts Under Federal Awards, Orders funded with federal funds may have additiona l
contractual requirements or certifications that must be satisfied at the time the Order is
placed or upon delivery. These federal requirements may be proposed by Participating
Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed
under this Master Agreement.
7.20 Supplemental Documents. All Attachments to this Master Agreement have been
reviewed and negotiated by the Lead State only to the extent that they comply with the
terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating
States and Entities are still advised however, to review each Supplemental Document and
negotiate the terms and conditions further with Contractor if necessary. It shall be at the
discretion of Contractor and Purchasing Entity to determine which Supplemental
Documents are appropriate for each Order type. With the exception of End User License
Agreements (EULA’s), clickwrap agreements, and any third party software agreements,
which have not been reviewed or negotiated by the Lead State, nor are they attached to
this Master Agreement, only the Supplemental Documents attached to this Master
Agreement are permitted to be used for any Order placed.
VIII. Shipping and Delivery
8.1 Shipping Terms. All Products must be shipped F.O.B. destination, standard freight pre-
paid by the Contractor, to the Purchasing Entity’s specified location, unless otherwise
indicated in a Participating Addendum.
8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain
the Contractor’s until final inspection and Acceptance when responsibility will pass
to the Purchasing Entity except as to latent defects, fraud, and Contractor’s warranty
obligations.
8.2 Available Products. Devices that are in-stock or otherwise not subject to supply-chain
shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order,
unless otherwise specified by the Purchasing Entity.
8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the
Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on
backorder.
8.4 Software Installation. Software related to the Device must be installed within five (5)
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Business Days of the Device installation, or as otherwise stated in an Order.
8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business
Hours, which may vary for each Purchasing Entity of each Participating State. The
Purchasing Entity shall not be responsible for any additional charges should the Contractor
fail to observe specific delivery days and receiving hours. The delivery days and delivery
hours shall be established by each individual Purchasing Entity upon Order placement.
8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop Devices,
shall be made to the interior location specified by the Purchasing Entity. Specific delivery
instructions will be noted on the Order. Any damage to the building interior, scratched walls,
damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage
does occur, it is the responsibility of the Contractor to immediately notify the Purchasing
Entity placing the Order.
8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and
commercial requirements applicable for use by any Purchasing Entity, and shall include,
without limitation and if applicable, OSHA material safety data sheets, and shall conform to
all statements made on the label. Packages that cannot be clearly identified may be refused
and/or returned at no cost to the Purchasing Entity.
IX. Inspection and Acceptance
9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with
all applicable Federal, State, and local laws and regulations.
9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering
document, the terms of this section IX will apply. This section is not intended to limit rights
and remedies under the applicable commercial code.
9.3 With the exception of drop-shipped Devices, Purchasing Entity shall confirm delivery,
installation and Acceptance of all Devices covered by each purchase or lease Order, by
signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample
D&A Certificate, which shows Acceptance of the Device(s) and allows Contractor to
invoice for the Device(s).
9.4 Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual
agreement, may be done electronically) within five (5) Business Days after any Device is
installed, or as otherwise stated in a Participating Addendum.
9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall
be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the
Contractor of liability for material (nonconformity that substantially impairs value) defects
subsequently revealed when Devices are put to use. Acceptance of such Devices may be
revoked in accordance with the provisions of the applicable commercial code, and the
Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in
relation to the preparation and shipping of Devices(s) rejected and returned, or for which
Acceptance is revoked.
9.6 Inspection. All Devices are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other
authorized agent or official of the Lead State or other Participating or Purchasing Entity, at
reasonable times, to monitor and evaluate performance, compliance, and/or quality
assurance requirements under this Master Agreement.
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9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon
receipt, however, does not relieve the contractor of l iability for material
(nonconformity that substantial impairs value) latent or hidden defects subsequently
revealed when goods are put to use.
9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Device
rejected and returned, or for which Acceptance is revoked.
9.7 Failure to Conform. If any Services do not conform to contract requirements, the
Purchasing Entity may require the Contractor to perform the Services again in conformity
with contract requirements, at no increase in Order amount. When defects cannot be
corrected by re-performance, the Purchasing Entity may require the Contractor to take
necessary action to ensure that future performance conforms to contract requirements and
reduce the contract price to reflect the reduced value of Services performed.
9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry
standards, to ascertain whether the Device meets the standard of performance or
specifications prior to Acceptance by the Purchasing Entity.
9.8.1 The Acceptance Testing period will be five (5) Business Days, unless otherwise
specified, starting from the day after the Device is delivered or, if installed by
Contractor, the day after the Device is installed and Contractor certifies that the
Device is ready for Acceptance Testing.
9.8.2 If the Device does not meet the standard of performance or specifications during the
initial period of Acceptance Testing, Purchasing Entity may, at its discretion,
continue Acceptance Testing for a maximum of ten (10) Business Days, until the
standard of performance is met.
9.8.3 Upon rejection, the Contractor will have thirty (30) calendar days to cure. If after the
cure period, the Device still has not met the standard of performance or
specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be
in breach and terminate the Order; (b) demand replacement Device from Contractor
at no additional cost to Purchasing Entity; or, (c) continue the cure period for an
additional time period agreed upon by the Purchasing Entity and the Contractor.
9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device
returned pursuant to the section.
9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard
of performance or specification is met.
X. Warranty
10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating
Addendum, or ordering document, the terms of this section X will apply.
10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum
of ninety (90) days for purchase or leased Devices. This warranty shall be extended to all
Devices acquired under the Master Agreement, including Remanufactured and/or
Refurbished Devices.
10.3 Devices that are sold under the resulting Master Agreement will come with the standard
features as published on the Manufacturers website, and will not deviate from the stated
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specifications.
10.4 Devices shall be in good working order, free from any defects in material and workmanship,
and fit for the ordinary purposes they are intended to serve.
10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity,
Contractor obligations shall be limited solely to the repair or replacement of Devices proven
to be defective upon inspection.
10.6 Replacement of Devices shall be on a like-for-like basis and shall be at no cost to the
Purchasing Entity.
10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.
10.8 Upon significant failure of a Device, the warranty period shall commence again for a
minimum of ninety (90) days. Significant failure shall be determined by the Participating
State.
10.9 Contractor warranty obligations shall not apply if:
10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than
Contractor and/or their Authorized Dealer;
10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to,
or used in the Device; and
10.9.3 The Device is relocated to any place where Contractor Services are not available.
10.10 Contractor agrees to perform its Services in a professional manner, consistent with
applicable industry standards.
10.11 It will be at the discretion of each Participating State or Entity to negotiate additional
warranty requirements with the Contractor.
10.12 Lemon Clause
10.12.1 This clause shall apply to all Devices that are purchased or leased under the
Contractor’s Master Agreement. Contractor will utilize its Total Quality
Commitment to meet its requirements.
10.12.2 This clause shall not apply if Supplies are used in the Devices that were not
manufactured, provided, or authorized by the Contractor.
10.12.3 The application period is thirty-six (36) months from the date of Acceptance.
10.12.4 This clause shall take precedence over any other warranty or Services clauses
associated with the Contractor’s Master Agreement, or as specified by a
Participating State or Entity in their Participating Addendum.
10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement with
Contractor or their Authorized Dealer, on all purchased Devices in order for this
clause to apply past the initial ninety (90) day warranty.
10.12.6 Any Device that fails (except due to operator error) to function in accordance with
the Manufacturer’s published performance specifications, four (4) times in any four
(4) week period due to the same functional issue and/or is subject to recurring
related problems, shall be replaced with a new Device that meets or exceeds the
requirements of the original Device, at no cost to the Purchasing Entity.
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10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition
to any other rights and remedies of the parties provided by law or equity, including, without
limitation, actual damages, and, as applicable and awarded under the law, to a prevailing
party, reasonable attorneys’ fees and costs.
XI. Equipment Title
11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered
and the Devices shall be free and clear of all liens, encumbrances, and security interests.
Title to the Device shall only pass to the Purchasing Entity upon:
11.1.1 Purchasing Entity up-front purchase of the Device;
11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;
11.1.3 Expiration of a Purchasing Entity’s Capital Lease; or
11.1.4 Purchasing Entity has secured Third Party financing and payment is being mad e
directly to the Contractor by the Purchasing Entity.
11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and
perpetual license to use any Embedded Software in the Device. If Purchasing Entity
subsequently transfers title of the Device to another entity, Purchasing Entity shall have the
right to transfer the license to use the Embedded Software with the transfer of Device title.
A subsequent transfer of this software license will be at no additional cost or charge to
either Purchasing Entity or Purchasing Entity’s transferee.
11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity
a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate,
reproduce, transfer with any sale of tangible media or Product, perform, display, and
dispose of the Intellectual Property, and its derivatives, used or delivered under this Master
Agreement solely for Purchasing Entity, but not created under it (“Pre-existing Intellectual
Property”). The Contractor shall be responsible for ensuring that this license is consistent
with any third-party rights in the Pre-existing Intellectual Property.
XII. Indemnification
12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless
NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing
Entities, along with their officers and employees, from and against third -party claims,
damages or causes of action including reasonable attorneys’ fees and related costs for any
death, injury, or damage to tangible property arising from any negligent act, error, or willful
omission of the Contractor, its employees or subcontractors or volunteers, at any tier,
relating to performance under this Master Agreement, except to the extent such death,
injury, or damage to property is arising out of or caused by the negligence or willful
misconduct of NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and
Purchasing Entities, or their officers, agents, and employees.
12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing
Entities, along with their off icers and employees ("Indemnified Party"), from and against
claims, damages or causes of action including reasonable attorneys’ fees and related costs
arising out of the claim that the Product or its use infringes Intellectual Property rights of
another person or entity ("Intellectual Property Claim "), except to the extent such
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Intellectual Property Claim is arising out of or caused by the actions, modifications or
alterations to the Product made by NASPO, NASPO ValuePoint, the Lead State,
Participating Entities, and Purchasing Entities, or their officers, agents, and employees ,
without the express written consent of the Contractor.
12.2.1 The Contractor’s obligations under this section will not extend to any combination
of the Product with any other product, system or method, unless the Product,
system or method is:
12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or affiliates;
12.2.1.2 specified by the Contractor to work with the Product;
12.2.1.3 reasonably required to use the Product in its intended manner, and the
infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing
the same function; or
12.2.1.4 reasonably expected to be used in combination with the Product,
system or method.
12.2.2 The Indemnified Party shall promptly notify the Contractor after receiving notice
of an Intellectual Property Claim. Even if the Indemnified Party fails to provide
reasonable notice, the Contractor shall not be relieved from its obligations unless
the Contractor can demonstrate that it was prejudiced in defending the
Intellectual Property Claim resulting in increased expenses or loss to the
Contractor. If the Contractor promptly and reasonably investigates and defends
any Intellectual Property Claim, it shall have control over the defense and
settlement of the Intellectual Property Claim. However, the Indemnified Party
must consent in writing for any money damages or obligations for which it may
be responsible.
12.2.3 The Indemnified Party shall furnish, at the Contractor’s reasonable request and
expense, information and assistance necessary for such defense. If the
Contractor fails to vigorously pursue the defense or settlement of the Intellectual
Property Claim, the Indemnified Party may assume the defense or set tlement of
the Intellectual Property Claim and the Contractor shall be liable for all costs and
expenses, including reasonable attorneys’ fees and related costs, incurred by
the Indemnified Party in the pursuit of the Intellectual Property Claim.
12.2.4 Unless otherwise set forth herein, section 12.2 is not subject to any limitations
of liability in this Master Agreement or in any other document executed in
conjunction with this Master Agreement.
XIII. Insurance
13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of
this Master Agreement, maintain in full force and effect, the insurance described in this
section. Contractor shall acquire such insurance from an insurance carrier or carriers
licensed to conduct business in each Participating Entity’s state and having a rating of A-,
Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy
and maintain the required insurance may result in this Master Agreement’s termination or,
at a Participating Entity’s option; result in termination of its Participating Addendum.
13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be
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as indicated below, with no deductible for each of the following categories:
13.2.1 Commercial General Liability covering premises operations, Independent
Contractors, Products and completed operations, blanket contractual liability,
personal injury (including death), advertising liability, and property damage, with
a limit of not less than $1 million per o ccurrence, $2 million general aggregate,
$2 million Products and completed operations aggregate and $50,000 and any
one fire. If any aggregate limit is reduced below $2,000,000 because of claims
made or paid, the Contractor shall immediately obtain additio nal insurance to
restore the full aggregate limit and furnish to the Participating Entity, a certificate
or other document satisfactory to the Participating Entity, showing compliance
with this provision.
13.2.2 Cyber Liability covering claims and losses with respect to network, internet
(Cloud) or other data disclosure risks (such as data breaches, releases of
Confidential Information, unauthorized access/use of information, and identity
theft) with minimum limits of not less than $1,000,000 per occurrence and
$2,000,000 aggregate.
13.2.3 Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
13.2.4 Automobile Liability covering any auto (including owned, hired and non -
owned), with a minimum limit of $1,000,000 each accident combined single limit.
13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference
this Master Agreement and shall have a condition that the insurer not revoke them until
thirty (30) calendar days after notice of intended revocation thereof shall have been given
to Purchasing Entity and Participating Entity by the Contractor.
13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor’s general liability insurance policy or other
documentary evidence acceptable to the Lead State that:
13.4.1 Includes the Participating States identified in the Request for Proposal as
additional insured’s, and;
13.4.2 Provides that the Contractor’s liability insurance policy shall be primary, with any
liability insurance of any Participating State as secondary and noncontributory.
Unless otherwise agreed in any Participating Addendum, the Participating
Entity’s rights and Contractor’s obligations are the same as those specified in the
first sentence of this subsection. Before performance of any Purchase Order
issued after execution of a Participating Addendum authorizing it, the Contractor
shall provide to a Purchasing Entity or Participating Entity who requests it the
same information described in this subsection.
13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the
Purchasing Entity copies of certificates of all required insurance within seven (7) calendar
days of the execution of this Master Agreement, the execution of a Participating Addendum,
or the Order’s effective date and prior to performing any work. The insurance certificate
shall provide the following information: the name and address of the insured; name,
address, telephone number and signature of the authorized agent; name of the insurance
company (authorized to operate in all states); a description of coverage in detailed standard
terminology (including policy period, policy number, limits of liability, exclusions and
endorsements); and an acknowledgment of the requirement for notice of cancellation.
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Copies of renewal certificates of all required insurance shall be furnished within fifteen (15)
days after any renewal date. These certificates of insurance must expressly indicate
compliance with each insurance requirement specified in this section. Failure to provide
evidence of coverage may, at sole option of the Lead State, or any Participating Entity,
result in this Master Agreement’s termination or the termination of any Participating
Addendum.
13.6 Coverage and limits shall not limit Contractor’s liability and obligations under this Master
Agreement, any Participating Addendum, or any Order.
13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies.
Contractor shall provide notice to a Participating Entity who is a state within five (5)
business days after Contractor is first aware of expiration, cancellation or nonrenewal of
such policy or is first aware that cancellation is threatened or expiration, nonrenewal or
expiration otherwise may occur.
13.8 Participating Entities. Contractor shall provide to Participating States and Participating
Entities the same insurance obligations and documentation as those specified in section
XIII, except the endorsement is provided to the applicable Participating State or
Participating Entity.
13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates
of all required insurance in a form sufficient to show required coverage within thirty (30)
calendar days of the execution of this Master Agreement and prior to performing any work.
Copies of renewal certificates of all required insurance will be furnished within thirty (30)
days after any renewal date to the applica ble state Participating Entity. Failure to provide
evidence of coverage may, at the sole option of the Lead State, or any Participating Entity,
result in this Master Agreement’s termination or the termination of any Participating
Addendum.
13.10 Disclaimer. Insurance coverage and limits will not limit Contractor’s liability and obligations
under this Master Agreement, any Participating Addendum, or any Purchase Order.
XIV. General Provisions
14.1 Records Administration and Audit
14.1.1 The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and Orders placed by Purchasing Entities
under it to the extent and in such detail as will adequately reflect performance
and administration of payments and fees. Contractor shall permit the Lead State,
a Participating Entity, a Purchasing Entity, the federal government (including its
grant awarding entities and the U.S. Comptroller General), and any other duly
authorized agent of a governmental agency, to audit, inspect, examine, copy
and/or transcribe Contractor's books, documents, papers and records directly
pertinent to this Master Agreement or orders placed by a Purchasing Entity under
it for the purpose of making audits, examinations, excerpts, and transcriptions.
This right will survive for a period of six (6) years following termination of this
Agreement or final payment for any order placed by a Purchasing Entity against
this Master Agreement, whichever is later, or such longer period as is required
by the Purchasing Entity’s state statutes, to assure compliance with the terms
hereof or to evaluate performance hereunder.
14.1.2 Without limiting any other remedy available to any governmental entity, the
Contractor shall reimburse the applicable Lead State, Participating Entity, or
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Purchasing Entity for any overpayments inconsistent with the terms of the Master
Agreement or Orders or underpayment of fees found as a result of the
examination of the Contractor’s records.
14.1.3 The rights and obligations herein exist in addition to any quality assurance
obligation in the Master Agreement that requires the Contractor to self -audit
contract obligations and that permits the Lead State to review compliance with
those obligations.
14.2 Confidentiality, Non-Disclosure, and Injunctive Relief
14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents
may, in the course of providing a Product under this Master Agreement, be
exposed to or acquire information that is confidential to Purchasing Entity or
Purchasing Entity’s clients.
14.2.1.1 Any and all information of any form that is marked as confidential or
would by its nature be deemed confidential obtained by Contractor or
its employees or agents in the performance of this Master Agreement,
including but not necessarily limited to (1) any Purchasing Entity’s
records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity
(“Confidential Information”).
14.2.1.2 Any reports or other documents or items (including software) that
result from the use of the Confidential Information by Contractor shall
be treated in the same manner as the Confidential Information.
14.2.1.3 Confidential Information does not include information that (1) is or
becomes (other than by disclosure by Contractor) publicly known ; (2)
is furnished by Purchasing Entity to others without restrictions similar
to those imposed by this Master Agreement; (3) is rightfully in
Contractor’s possession without the obligation of nondisclosure prior
to the time of its disclosure under this Master Agreement; (4) is
obtained from a source other than Purchasing Entity without the
obligation of confidentiality, (5) is disclosed with the written consent of
Purchasing Entity; or (6) is independently developed by employees,
agents or subcontractors of Contractor who can be shown to have had
no access to the Confidential Information.
14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence,
using at least the industry standard of confidentiality, and shall not copy,
reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or
disclose Confidential Information to third parties, other than its employees,
agents or Authorized Dealers, or use Confidential Information for any purposes
whatsoever other than what is necessary to the performance of Orders placed
under this Master Agreement.
14.2.2.1 Contractor shall advise each of its employees and agents of their
obligations to keep Confidential Information confidential. Contractor
shall use commercially reasonable efforts to assist Purchasing Entity in
identifying and preventing any unauthorized use or disclosure of any
Confidential Information.
14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise
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Purchasing Entity, applicable Participating Entity, and the Lead State
immediately if Contractor learns or has reason to believe that any
person who has had access to Confidential Information has violated or
intends to violate the terms of this Master Agreement, and Contractor
shall at its expense cooperate with Purchasing Entity in seeking
injunctive or other equitable relief in the name of Purchasing Entity or
Contractor against any such person.
14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time
during or after the term of this Master Agreement disclose, directly or
indirectly, any Confidential Information to any person, except in
accordance with this Master Agreement, and that upon termination of
this Master Agreement or at Purchasing Entity’s request, Contractor
shall turn over to Purchasing Entity all documents, papers, and other
matter in Contractor's possession that embody Confidential
Information.
14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such
Confidential Information necessary for quality assurance, audits, and
evidence of the performance of this Master Agreement.
14.2.3 Injunctive Relief. Contractor acknowledges that Contractor’s breach of section
14.2 would cause irreparable injury to the Purchasing Entity that cannot be
adequately compensated in monetary damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of
the foregoing undertakings, in addition to any other legal remedies that may be
available. Contractor acknowledges and agrees that the covenants contained
herein are necessary for the protection of the legitimate business interests of
Purchasing Entity and are reasonable in scope and content.
14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they
are not in conflict with the applicable public disclosure laws of any Purchasing
Entity.
14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor’s
obligations under this section will also extend to NASPO ValuePoint’s
Confidential Information, including but not limited to Participating Addenda,
Orders or transaction data relating to Orders under this Master Agreement that
identify the entity/customer, Order dates, line-item descriptions and volumes, and
prices/rates. This provision does not apply to disclosure to the Lead State, a
Participating State, or any governmental entity exercising an audit, inspection, or
examination pursuant to this Master Agreement. To the extent permitted by law,
Contractor shall notify the Lead State of the identity of any entity seeking access
to the Confidential Information described in this subsection.
14.2.6 Public Information. This Master Agreement and all related documents are
subject to disclosure pursuant to the Lead State’s public information laws.
14.3 Assignment/Subcontracts
14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior
written approval of the Lead State, which shall not be unreasonably withheld.
14.3.2 The Lead State reserves the right to assign any rights or duties, including written
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assignment of contract administration duties, to NASPO ValuePoint and other
third parties, upon written notice to Contractor.
14.4 Changes in Contractor Representation. The Contractor must, within thirty (30) calendar
days, notify the Lead State in writing of any changes in the Contractor’s key administrative
personnel managing the Master Agreement. The Lead State reserves the right to approve
or reject changes in key personnel, as ide ntified in the Contractor’s proposal. The
Contractor shall propose replacement key personnel having substantially equal or better
education, training, and experience as was possessed by the key person proposed and
evaluated in the Contractor’s proposal.
14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no
authorization, express or implied, to bind the Lead State, Participating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liabilit y or
understanding whatsoever, and shall not to hold itself out as agent except as expressly set
forth herein or as expressly set forth in an applicable Participating Addendum or Order.
14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled
by either party upon sixty (60) days’ written notice prior to the effective date of the
cancellation. Further, any Participating Entity may cancel its participation upon thirty (30)
days’ written notice, unless otherwise limited or stated in the Participating Addendum.
Cancellation may be in whole or in part. Any cancellation under this provision will not affect
the rights and obligations attending Orders outstanding at the time of cancellation, including
any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for
Products delivered and accepted, rights attending any warranty or default in performance
in association with any Order, and requirements for records administration and audit.
Cancellation of the Master Agreement due to Contractor default may be immediate.
14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay
or default caused by fire, riot, unusually severe weather, other acts of God, acts of war
which are beyond that party’s reasonable control, pandemics, or epidemics that would
negatively impact supply chain distribution. The Lead State may terminate this Master
Agreement upon determining such delay or default will reasonably prevent successful
performance of the Master Agreement. This clause does not absolve Purchasing Entity of
their payment obligations for goods or services received. Past due account charges will not
accrue until the conclusion of the Force Majeure event, at which point Contractor shall also
be expected to resume their Service obligations.
14.8 Defaults and Remedies
14.8.1 The occurrence of any of the following events will be an event of default under
this Master Agreement:
14.8.1.1 Nonperformance of contractual requirements;
14.8.1.2 A material breach of any term or condition of this Master Agreement;
14.8.1.3 Any certification, representation or warranty by Contractor in response
to the solicitation or in this Master Agreement that proves to be untrue
or materially misleading;
14.8.1.4 Institution of proceedings under any bankruptcy, insolvency,
reorganization or similar law, by or against Contractor, or the
appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within thirty (30) calendar
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days after the institution or occurrence thereof; or
14.8.1.5 Any default specified in another section of this Master Agreement.
14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written
notice of default, identifying the nature of the default, a nd providing a period of
thirty (30) calendar days in which Contractor shall have an opportunity to cure
the default. The Lead State shall not be required to provide advance written
notice or a cure period and may immediately terminate this Master Agreement in
whole or in part if the Lead State, in its sole discretion, determines that it is
reasonably necessary to preserve public safety or prevent immediate public
crisis. Time allowed for cure will not diminish or eliminate Contractor’s liability for
damages to the extent provided for under this Master Agreement.
14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within
the period specified in the written notice of default, Contractor shall be in breach
of its obligations under this Master Agreement and the Lead State shall have the
right to exercise any or all of the following remedies:
14.8.3.1 Any remedy provided by law;
14.8.3.2 Termination of this Master Agreement and any related Contracts or
portions thereof;
14.8.3.3 Intentionally Deleted;
14.8.3.4 Suspension of Contractor from being able to respond to future bid
solicitations; and
14.8.3.5 Suspension of Contractor’s performance.
14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a
default under a Participating Addendum, a Participating Entity shall provide a
written notice of default as described in this section and shall have all of the rights
and remedies under this paragraph regarding its participation in the Master
Agreement, in addition to those set forth in its Participating Addendum. Unless
otherwise specified in an Order, a Purchasing Entity shall provide written notice
of default as described in this section and have all of the rights and remedies
under this paragraph and any applicable Participating Addendum with respect to
an Order placed by the Purchasing Entity. Nothing in these Master Agreement
Terms and Conditions will be construed to limit the rights and remedies available
to a Purchasing Entity under the applicable commercial code.
14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to
declare a default or enforce any rights and remedies will not operate as a waiver under this
Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by
the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the
Lead State or Participating Entity of any default, right or remedy under this Master
Agreement or Participating Addendum, or by Purchasing Entity with respect to any
Purchase Order, or breach of any terms or requirements of this Master Agreement, a
Participating Addendum, or Purchase Order will not be construed or operate as a waiver of
any subsequent default or breach of such term or requirement, or of any other term or
requirement under this Master Agreement, any Participating Addendum, or any Purchase
Order.
14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred,
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suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in public procurement or contracting by any governmental department or
agency. This certification represents a recurring certification made at the time any Order is
placed under this Master Agreement. If the Contractor cannot certify this statement, attach
a written explanation for review by the Lead State.
14.11 No Waiver of Sovereign Immunity
14.11.1 In no event will this Master Agreement, any Participating Addendum or any
contract or any Purchase Order issued thereunder, or any act of the Lead State,
a Participating Entity, or a Purchasing Entity be a waiver of any form of defense
or immunity, whether sovereign immunity, governmental immunity, immunity
based on the Eleventh Amendment to the Constitution of the United States or
otherwise, from any claim or from the jurisdiction of any court.
14.11.2 This section applies to a claim brought against the Participating Entities who are
states only to the extent Congress has appropriately abrogated the state’s
sovereign immunity and is not consent by the state to be sued in federal court.
This section is also not a waiver by the state of any form of immunity, including
but not limited to sovereign immunity and immunity based on the Eleventh
Amendment to the Constitution of the United States.
14.12 Governing Law and Venue
14.12.1 The laws of the Lead State shall govern the construction and effect of this Master
Agreement. Venue for any administrative or judicial action relating to this Master
Agreement shall be in the City and County of Denver, Colorado.
14.12.2 The construction and effect of any Participating Addendum or Order against this
Master Agreement shall be governed by and construed in accordance with the
laws of the Participating Entity’s or Purchasing Entity’s State.
14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated
solely and exclusively within the United States District Court for (in decreasing
order of priority): The Lead State for claims relating to the procurement,
evaluation, award, or Contract performance or administration if the Lead State is
a party; the Participating State if a named party; the Participating Entity state if a
named party; or the Purchasing Entity state if a named party.
14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity
who is a state any claim for relief or cause of action which the Contractor now has or which
may accrue to the Contractor in the future by reason of any violation of state or federal
antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now
in effect and as may be amended from time to time, in connection with any goods or
services provided in that state for the purpose of carrying out the Contractor's obligations
under this Master Agreement or Participa ting Addendum, including, at the Participating
Entity's option, the right to control any such litigation on such claim for relief or cause of
action.
14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order,
the terms of this Master Agreement as they apply to the Contractor, Participating Entities,
and Purchasing Entities, including but not limited to pricing and the reporting of sales and
payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master
Agreement and shall continue to apply to all Participating Addenda and Orders until the
expiration thereof.
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RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT
* Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor’s behalf and
acknowledge that the Lead State is relying on their representations to that effect.
CONTRACTOR
Toshiba America Business Solutions, Inc.
By:
Title:
By:
_____________________________________________
*Signature
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel & Administration
State Purchasing & Contracts Office
Tony Gherardini, Executive Director
By:
______________________________________________
John Chapman, State Purchasing Manager
Date: _________________________
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed
and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If
Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or
for any Goods and/or Services provided hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ___________________________________
Date: _____________________
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12/20/2023
President & CEO
Larry White
12/20/2023
12/20/2023
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32
EXHIBIT A – STATEMENT OF WORK
I. Product Overview
A. Contractor is authorized to provide Products and Services in the following Groups and Sub-
Groups:
1. Primary Products and Services:
Group Products and Services
A A3 MFD – OEM only
B A4 MFD – OEM and Non-OEM
D Single-function Printers – OEM and Non-OEM
E Large/Wide Format Equipment – OEM and Non-OEM
G Software – OEM and Non-OEM
H Supplies (consumable) – OEM and Non-OEM
I Managed Print Services
2. Ancillary Products and Services:
Sub-
Group Products and Services
G1 Software Related Services
D1 Specialty Printers (3D, receipt, barcode label, card, cable) – OEM and Non-OEM
B. Contractor may not provide Products that have not been approved by the Lead State, with the
exception of NSP items, as referenced in section II.B.3.
C. Contractor may only offer Devices that meet the minimum requirements as outlined in section
II.A.
D. Any Products added to the Master Agreement throughout the term of the Contract must be
discounted according to the proposed discount for the appropriate Segment or as specified in
section II.A.4.
E. Contractor may provide MPS under any Group they offer under this Con tract. However, MPS
may not be provided on any Devices that are being leased to a Purchasing Entity by another
Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so.
Further, Contractor is not permitted to provide (e.g. sell, lease, rent) Devices under any Group
they have NOT been awarded.
F. Contractor may add, remove or modify Products and Services on their Price Lists once per
calendar month, beginning in September 2024. Modifications do NOT include price increases.
Refer to section 6.1 of the Master Agreement Terms and Conditions for information
regarding pricing.
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G. Any Device additions must be updated with Buyer’s Lab within ninety (90) days of submission
to the Lead State. Failure to adhere to this requirement will result in the Device(s) being
removed from the Master Agreement Price List(s) until such time they can be verified on Buyer’s
Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer’s Lab
within 90 days of it being added to the Price List, then Contractor shall remove the Device from
the Purchasing Entity location and substitute it with a Device of equal or greater value, at no
charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed
on Buyer’s Lab.
II. Master Agreement Deliverables
A. Primary Product and Service Offerings
1. Group Categories. Segments shall be utilized to distinguish the various speeds of the
Devices within Groups. The speeds are denoted in Page per Minute (PPM). The
Segments for each Group are as follows:
Group A – MFD, A3
Segment PPM
2 20 – 30
3 31 – 40
4 41 – 50
5 51 – 60
6 61 – 70
7 71 – 90
Group B – MFD, A4
Segment PPM
1 Up to 20
2 21 - 30
3 31 - 40
4 41 - 50
5 51 - 60
6 61+
Group D – Single-function Printers
Segment PPM
1 Up to 20
2 21 – 40
3 41 – 60
4 61+
Group E – Large/Wide Format Equipment
Segment A1 or D Size PPM* Width – Office Width - Industry
Low 0 – 3 24” – 44” 46” and higher
Medium Low 4 - 9 24” – 44” 46” and higher
Medium High 10 - 19 24” – 44” 46” and higher
High 20+ 24” – 44” 46” and higher
*Speeds denoted above are based on b&w output
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2. Device Configurations. Devices must be equipped, at a minimum, with the following
Accessories/capabilities:
2.1 Group A – MFD, A3
a. New power filter;
b. Duplex for Segment 3 and above;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segment 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 2,000 sheet paper capacity for Segments 5 and above.
iv) Paper size capacity up to 11” x 17”; and
v) Bypass paper supply, if applicable for Segment.
2.2 Group B – MFD, A4
a. New power filter;
b. Bypass paper supply;
c. Standard paper drawer(s) equal to or greater than:
i) One (1) paper supply for Segments 1 and 2;
ii) Two (2) paper drawers for Segments 3 and 4; and/or
iii) 1,000 sheet capacity for Segments 5 and above.
d. Paper size capacity up to 8 1/2” x 14”; and
e. Envelope adjustment capability.
a. Network connectivity.
2.3 Group D – Single-function Printers
a. Must include an inkjet, light emitting diode (LED), or laser print engine;
b. Standard paper drawer(s);
c. Standard paper capacity; and
d. Network connectivity.
2.4 Group E – Large/Wide Format Equipment
a. Hard-Disk drive;
b. Network connectivity;
c. Touch screen control panel; and
d. Automatic Media Selection – a built-on sensor detects the size of the original
and the proper media size is then selected.
3. Device Standards. Devices must meet the following requirements:
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3.1 Group A Base Units are OEM only.
3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard
within one (1) year of being added to the Master Agreement Price List.
3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of
Bronze Standard within one (1) year of being added to the Master Agreement Price
List.
3.4 Group E must be Energy Star compliant and registered within one (1) year of being
added to the Master Agreement Price List.
3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star
compliant (applicable to Group D and E Devices only) within one (1) year, then they
will be removed from the Price List. If said Devices have already been placed at a
Purchasing Entity’s location, then Contractor must replace the Devices with a
comparable, qualified model, at no cost to the Purchasing Entity.
3.6 All Devices must be Newly Manufactured, current, Remanufactured, or
Refurbished, except as specified in a Participating Addendum. Discontinued
Devices are not permitted to be offered under the Master Agreement.
3.7 Devices, when installed, and if available, must be set -up to receive automatic
software updates and patches.
3.8 Device specifications must be published on the Contractor website.
3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price
must not exceed what is published on the Manufacturer’s website.
3.10 Devices must maintain a PPM speed, according to Segment classification.
3.11 Devices must be compatible with using recycled paper, up to and including, 100%
Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled
paper for Device failures, as long as the recycled paper in use meets the standard
paper specifications (e.g., multi-purpose, copy, or laser paper).
4. Device Exceptions
4.1 Group B, Group D, Sub-Group D1, and Group E, will not be restricted to OEM, and
do not have to be Private Labeled.
4.2 Digital Duplicators may be offered by Contractor under Group A, and must be
priced based on the minimum discount offered in the Segment to which they most
closely relate.
4.3 Under Group E, Contractor may offer Large/Wide Format Equipment that
accommodates all paper sizes. Pricing shall be based on the discount offered for
the Segment in which the Device belongs.
5. Accessories
5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that
compliment or enhance the features of the Device.
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5.2 Contractor may also maintain a separate price list for Accessories for Base Units
that have been discontinued. The pricing must be based on the same discount
offered, per the ‘Discount from MSRP’ tab, on the applicable Group Price List.
5.3 Purchasing Entities may add Accessories to Devices that have been purchased,
leased or rented under prior NASPO ValuePoint Master Agreements, as well as
via any other means. If the Device is currently being leased, Purchasing Entity must
obtain Contractor approval to add Accessories. Purchasing Entities shall also be
advised that obtaining Accessories from a Third Party and not the Contractor or
their Dealer may void certain warranty or maintenance agreement provisions.
6. Remanufactured and Refurbished Equipment
6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any
Group.
6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT
registered or Energy Star compliant.
6.3 Equipment can be acquired via a purchase or lease agreement.
6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or
Refurbished Equipment is being offered.
6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such,
and must be certified by the Manufacturer.
6.6 Remanufactured Equipment must be priced according to the minimum discount
offered for similar Equipment in the same Group and Segment of the resulting
Master Agreement.
6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than
the lowest priced Device of the Group and Segment to which the Refurbished
Equipment belongs.
6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive
the same pricing as the Published Price for the Group and Segment to which it
belongs.
7. Group G - Software
7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may
be provided as a standalone option on any owned or leased Device.
7.2 Software pricing for unique designs or complex configurations will be quoted on a
case by case basis.
7.3 Contractor may provide OEM and/or Third Party software.
7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices
must have universal software drivers.
7.5 Purchasing Entities that acquire software shall be subject to the license
agreements distributed with such software, provided such terms do not contradict
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the language in the Master Agreement, and unless otherwise stated in a
Participating Addendum.
7.6 Software Subscriptions
a. Software pricing shall be inclusive of available software patches and any
updates.
b. Purchasing Entities shall have the option to finance software subscriptions by
utilizing the proposed lease rates.
c. Any new releases of software versions (upgrades) shall be chargeable to the
Purchasing Entity; however, Contractor may not charge for the installation of
the software upgrade, unless installation is excessive, and charges are
agreed to by Purchasing Entity.
d. License fees and support fees shall remain firm throughout the term of the
agreement.
e. Software subscriptions shall not be subject to automatic renewals, unless
otherwise agreed to in an Order.
f. Contractor shall be responsible for communicating all updates, patches, and
new releases/versions to Purchasing Entities.
g. Contractor shall provide a web-based or toll-free hotline during Normal
Business Hours for Purchasing Entities to report software problems or answer
software related questions.
8. Group H – Supplies (consumable)
8.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices.
The Ink and/or paper may be purchased as standalone items, and will not be
included as part of a Maintenance Agreement, nor will it be wrapped into the Total
Monthly Payment on a lease agreement.
8.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B,
and D, as well as Sub-Group D1. These Supplies may be purchased as standalone
items or included as part of a Maintenance Agreement. Under no circumstances
may the Supplies, regardless of quantity, be financed, unless they are start-up
Supplies. All compatible Supplies must meet OEM standards for performance and
quality. The Supplies that may be offered are:
a. Toner;
b. Staples;
c. Ink;
d. Print Cartridges;
e. Imaging Drums;
f. Fuser Kits;
g. Cleaning Kits;
h. Transfer Kits;
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i. Waste Toner Bottles;
j. Fuser Oil;
k. Ozone Filters;
l. Ribbon;
m. Developer;
n. Rollers and Pads; and
o. Maintenance Kits.
8.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and
should avoid petroleum inks and inks with high volatile compounds. Toner
cartridges should also be remanufactured, contain recycled content, or be bio-
based.
8.4 Contractor shall provide the Purchasing Entity with a method to return the empty
toner cartridges at no additional charge.
9. Service Offerings
9.1 Group I - Managed Print Services
a. The main components of an MPS engagement are needs assessment,
selective or general replacement of Devices, and the Service, parts and
Supplies needed to operate the new and/or existing Devices, including
existing Third Party Devices as owned by the Purchasing Entity. The
Contractor tracks how the Device fleet is being used, the problems associated
with that use, and customer satisfaction in regards to meeting statement of
work objectives.
b. In addition to the ongoing monitoring and management of a fleet of Devices,
Contractor must also offer project implementation Services, and customer
help-desk support and training.
c. Contractor may also offer hourly Services for consulting purposes, project
management, change management plans, and other staffed Services which
meet customer needs such as to operate copy centers or complete back fi le
scanning projects.
d. MPS may also include enterprise content management Services and
workflow optimization components, such as scanning and document capture
solutions, developing custom applications for smart MFDs that automate
paper-intensive document workflows and route scanned pages to document
management systems. It can also be extended to include the restructuring of
document workflows. Some MPS engagements may be designed to improve
document security or to reduce print volumes and power consumption f or
environmental reasons.
e. All MPS engagements shall require the Contractor and Purchasing Entity to
complete a detailed statement of work, similar to the format referenced in
Attachment 10, Toshiba Sample MPS Statement of Work, and it must be
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approved by both parties prior to the initiation of any engagement.
f. Any MPS engagement shall include the following:
i) Free Initial Assessment (includes, but is not limited to: document
workflow; identification of Service, Supplies, and parts; current output;
total cost of ownership; employee to Device ratio; preliminary
estimated cost savings);
ii) Implementation (e.g. plan development; hardware and software
installation and set-up);
iii) Remote Device Monitoring (e.g. job accounting; automated meter
reads; automated toner replenishment);
iv) End-user Support (e.g. training; Help Desk); and
v) Account management (e.g. reporting; invoicing; customer business
reviews).
g. The MPS engagement may include, but is not limited to, the following:
i) Professional Services (e.g. consulting; project management; record
management; network and data security; document workflow
consulting; document scanning; back-file conversion; mail-room
Services);
ii) Cost-based Assessment (e.g. asset mapping; end-user survey;
detailed recommendation; analysis and plan design);
iii) Change Management;
iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on-
site break/fix; parts management; warranty management);
v) Ongoing Fleet Management and Optimization (e.g. consumable
spend; continual assessments; green initiatives; add/move/change
Services; disaster recovery).
vi) Software and Cloud Solutions (e.g. mobile print, pull-print,
enterprise content management; automated workflow; capture and
route; security); and
vii) Cartridge Recycling.
h. The free initial assessment shall not constitute a commitment on behalf of the
Purchasing Entity. Upon request from a Purchasing Entity, Contractor must
provide the assessment with the understanding that the Purchasing Entity is
under no obligation to enter into an MPS engagement.
i. MPS pricing and billing options shall be flexible and the Purchasing Entity will
drive the complexity of the solution required with a staged approach to
implementation.
9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to
automatic renewals.
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a. Pricing
i) Pricing must include a zero base, cost per click rate for b&w and/or
color for Groups A, B, and D.
ii) Pricing for a monthly base charge, a set copy allowance and an
overage rate for b&w and/or color may also be provided.
iii) Pricing for a monthly base charge, a set copy allowance, an overage
rate for b&w and/or color, and Supplies may also be provided.
iv) Flat Rate Fee pricing must be provided that includes all parts, labor,
Preventative Maintenance, and Service Calls for Groups A, B, and D.
Supplies may or may not be included.
v) Pricing for ALL Groups may also be provided that includes all parts,
labor, Preventative Maintenance (if applicable), and Service Calls, but
excludes Supplies.
vi) Paper and ink for Group E Devices shall not be included as part of the
Service and Supply pricing.
vii) Contractor may increase their Service and Supply pricing to include
staples (if applicable to the Device).
viii) Contractor may provide a flat rate fee without staples, and a flat rate
fee with staples. All flat rate fees shall allow for an annual increase of
up to 5%.
ix) Contractor may charge flat rate fees for Services performed on any
Accessories.
x) Service Calls due to misuse, neglect or abuse shall not be covered by
the Maintenance Agreement, and Contractor and Authorized Dealers
may bill the Purchasing Entity at an hourly rate for Services rendered.
xi) 11”x17” impressions may be counted as one (1) click or two (2) clicks
on Group A Devices.
xii) A two-sided document shall be counted as two (2) clicks.
xiii) Contractor must not charge for scans on any MFD.
b. Initial Term
i) Pricing shall remain firm for the initial term of the Mainten ance
Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the
Maintenance Agreement, Contractor may adjust the pricing, as long
as the pricing does not exceed Master Agreement rates.
ii) For leased Devices, the total Maintenance Agreement term shall be
equal to the term of the lease (e.g. 24, 36, 48 months etc.).
iii) For purchased Devices, the initial term is determined by the
Purchasing Entity, as long as it does not exceed 60 months.
c. Renewal Term
If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices
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that were acquired under prior Master Agreement (RFP-NP-18-001) or
Master Agreement (3091), then section II.A (9.2)(h) shall apply.
d. Blended Rates
i) Contractor must have the ability to blend the Service and Supply costs
over a large Device fleet, and the Blended Rate must cover all units in
the fleet.
ii) The Blended Rate must be divided between b&w and color.
iii) Contractor shall provide the Purchasing Entity with the Blended Rate
calculation prior to Order placement.
iv) Utilizing a Blended Rate shall be at the discretion of the Participating
State or Entity, and/or the Purchasing Entity.
e. Manual Meter Reads
i) Contractor must have an electronic method for collecting meter reads
from a Purchasing Entity.
ii) Meter reads may be submitted via the Contractor’s online portal, or
through email, or facsimile.
iii) A Participating State or Entity may also elect, at their discretion, to
submit meter reads through the Device.
f. Customer Owned Devices
i) Purchasing Entities may elect to enter into a Maintenance Agreement
for Devices they already own, or Devices they acquire through an up-
front purchase.
ii) The Maintenance Agreement may be priced on a flat rate fee, which
shall include parts, labor, Preventative Maintenance (if applicable) and
Service calls. Supplies may or may not be included.
g. Leased Devices
i) Contractor shall be required to provide a Maintenance Agreement on
all Devices that are leased by a Purchasing Entity.
ii) The Maintenance Agreement shall be priced based on a cost per click
rate, or a monthly base charge.
h. Legacy Devices
i) Upon request from the Purchasing Entity, Contractor may provide a
Maintenance Agreement on any Device that is owned or was leased
or rented through Master Agreement (RFP-NP-18-001), Master
Agreement (3091), or via any other means, providing the following
conditions are met:
1) The Device has not reached the end of its Useful Life;
2) The maximum term of the Maintenance Agreement does not
exceed the Useful Life of the Device, unless otherwise specified
in a Participating Addendum; and
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3) The Maintenance Agreement adheres to the same requirements
as outlined in sections II.A (9.2)(f) and II.A (9.2)(g).
ii) Devices that were previously serviced by another Dealer or
Manufacturer must be inspected and repaired, if necessary. Upon
mutual agreement, Contractor may charge Purchasing Entity for any
parts and/or labor required to bring the Device up to acceptable
maintenance levels.
iii) If the Device has been at the Purchasing Entity’s location for less than
five (5) years, then Maintenance Agreement pricing shall not exceed
the new Master Agreement pricing, until the Purchasing Entity reaches
the five (5) year mark. Refer to section II.A (9.2)(h)(iv) below for
additional information.
iv) If the Device has been at the Purchasing Entity’s location for more than
five (5) years, then Maintenance Agreement pricing shall not exceed
120% of the Service and Supply pricing in the new Master Agreement.
B. Ancillary Product and Service Offerings
1. Sub-Group Categories. The following Products and Services are sub-groups of the
Primary Product and Service Offering Groups.
1.1 Sub-Group G1 – Software Related Services. This is a sub-group of Group G –
Software. This sub-group shall include, but not be limited to, the following Services:
a. Cloud-based scanning (software as a service, enterprise content
management); and
b. Industrial Print solutions (back-file conversion, enterprise content
management).
1.2 Sub-Group D1 – Specialty Printers. This is a sub-group of Group D – Single-
Function Printers. Products offered under this sub-group are not restricted to OEM,
and may include, but not be limited to, the following:
a. Barcode labels;
b. High Volume Inkjet;
c. 3D Printers;
d. Receipt printers;
e. Card printers; and
f. Cable printers.
2. Sub-Group Category Discounts. Products in Sub-Group D1 must be discounted at a
minimum of 5% for OEM and a minimum of 2% for Non -OEM, unless such discounts
would exceed the discount amount offered for OEM and Non-OEM within Group D.
3. Open Market Items
3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or
enhance the Devices and/or Services offered under the Master Agreement. NSP
items will not include:
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a. Interactive White boards;
b. Computers, monitors, or other related hardware items;
c. Fax machines;
d. Kiosk machines;
e. Overhead Projectors; and
f. Cameras.
3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer
and must be reported quarterly with all other sales under the Master Agreement.
3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.
3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the
maximum allowable amount of all NSP items in a single Order shall be determined
by the Participating State or Entity.
3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market
Items in their Participating Addendum.
4. Emerging Technologies
4.1 Upon approval from the Lead State, Contractor may add new, related technology
to the resulting Master Agreement.
4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.
4.3 Any new technology that a Contractor requests to add to their Price List must
contain a full description of the Product, the MSRP and pricing information, and an
explanation/justification as to how the Product conforms to the requirements of the
RFP and Master Agreement.
4.4 Any new technology must be priced according to the lowest discount offered for
any Product under the Master Agreement. No discount or a 0% discount does not
qualify as a “lowest” discount.
III. Purchase and Lease Programs
A. Acquisition Methods. Contractor may offer the following:
Financial Vehicle Standard Terms Offered
Purchase N/A
Fair Market Value Lease 12,18, 24, 36, 48 and 60
months Capital Lease
Straight Lease
1. All Devices on Contractor’s Price List may be purchased or leased, either as a packaged-
deal, or stand-alone item.
B. Device Trade-In
1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based
upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to
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do a Device Trade-In, when placing a purchase or lease Order.
2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the
Contractor, and shall not include any disposal or shipping fees.
C. Lease Rates
1. Contractor may elect to include property tax in their lease rates, or they may bill the
Purchasing Entity separately for property tax.
2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed
throughout the Initial Lease Term, regardless of whether the Contractor had increased
their lease rates in the Master Agreement Price Lists. If Contractor has decreased their
lease rates in their Price Lists, then they may extend that lower rate to the Purchasing
Entity for new orders.
3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.
4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be
subject to the lease rates listed in the most recent Price Lists posted on the NASPO
ValuePoint website.
5. Contractor may update lease rates on a quarterly basis to allow for changes in the financial
market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or
a comparable index, and must be the rate in effect at the end of each calendar quarter.
6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the
purchase price of the Device may be multiplied by the lease rate to arrive at the resulting
monthly Device Payment. Proposed rates must include the following information:
6.1 The Daily Treasury Yield Curve (or comparable index) Rate;
6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate;
a. The fixed margin for each lease type being proposed, and how that margin is
determined; and
b. The methodology for determining the 48 month b ase rate if a 4-year rate is
not published.
6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to
add Products to an existing lease agreement. The calculation for the Coterminous
lease rates must adhere to the following methodology:
For example: A customer enters into a 36 month FMV Lease, and 12 months
into that lease, they decide to add an Accessory to the Base Unit. The Contractor
shall divide the 36 month cumulative Device Payment by 24 months to arrive at
the monthly Coterminous payment for that Accessory. That payment will then be
added to the existing Device Payment. The new Total Monthly Payment must
then be disclosed to the Purchasing Entity.
D. Leasing Overview
1. All lease programs shall remain with the Contractor or Authorized Dealer through an in -
house leasing program, or through the financial branch or subsidiary of Contractor. In
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addition, Contractor and their Authorized Dealer may use Third Party leasing companies,
however; all Third Party leasing company documents must be reviewed and approved by
the Lead State and said documents must be incorporated into the Master Agreement
before any Participating State, Participating Entity, or Purchasing Entity can use them. It
will be at the discretion of the Participating State, Participating Entity, or the Purchasing
Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third
Party leasing company. All contractual obligations however, will still be the responsibility
of the Contractor.
2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master
Agreement, and according to the requirements listed in their states’ Participating
Addendum.
3. Lease agreements shall not be subject to automatic renewals. This is non-negotiable in
any Participating Addendum or Order.
4. A lease agreement issued prior to the termination of the Master Agreement and
Participating Addendum, shall survive the termination of the Master Agreement and the
Participating Addendum, and all terms and conditions of the Master Agreement and
Participating Addendum shall continue to apply.
5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase
option on an FMV Lease, a Purchasing Enti ty shall return the Device at the end of the
Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick
the Device up, without any further financial obligations to the Purchasing Entity.
6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial
or Renewal Term.
7. Device returns must be performed within thirty (30) calendar days after the Contractor or
Authorized Dealer provides return shipping instructions to the Purchasing Entity.
8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar
days, then Contractor or Authorized Dealer may bill the Purchasing Entity , at the total
monthly payment amount for such Device, for each month that the Device remains at
Purchasing Entity’s location. Contractor or Authorized Dealer is not permitted to bill the
Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when
Purchasing Entity has made it available.
9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return
costs.
10. The maximum term on any Initial Lease Term shall be 60 months.
11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity,
but at no time shall the Renewal Term exceed the Useful Life of the Device.
12. All Renewal Terms shall be billed on a monthly basis.
13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may
cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, wri tten
notice.
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14. If a Purchasing Entity elects to enter into a 12 -month Renewal Term, the Renewal Term
will automatically terminate at the end of the 12 -month period, unless the Purchasing
Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a
Purchasing Entity wants to cancel their 12-month Renewal Term early, then early
termination fees shall apply, and will be equivalent to the remaining stream of Equipment
payments only (i.e. less maintenance).
E. Leasing Options
1. FMV Lease
1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of
12,18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub -Group D1,
and Group E, based upon the Contractor’s available options, and at the discretion
of the Participating State or Entity.
1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Exercise their purchase option;
b. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
c. Return the Device to the Contractor, or have the Contractor pick the Device
up.
2. Capital Lease ($1 Buyout Lease)
2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,
18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub -Group D1, and
Group E, based upon the Contractor’s available options, and at the discretion of
the Participating State or Entity.
2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title t o
the Device to the Purchasing Entity, or as otherwise determined in a Participating
Addendum or an Order, and the Purchasing Entity shall not be subject to any
additional expense in order to assume possession of the Device.
3. Straight Lease
3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,
18, 24, 36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, and
Group E, based upon the Contractor’s available options, and at the discretion of
the Participating State or Entity.
3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of
the following:
a. Renew the lease on a month to month basis, or a 12 month basis, at the
discretion of the Participating State or Entity; or
b. Return the Device to the Contractor, or have the Contractor pick the Device
up.
F. Leasing Terms and Conditions
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1. Possession and Return of Leased Devices
1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the
Devices are in Purchasing Entity’s possession. Purchasing Entity shall be relieved
of all risks of loss or damage to the Devices during periods of transportation and
de-installation.
1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their
End of Term (EOT) options at least sixty (60) days prior to the end of any Initial Lease
Term. Such notification may include, but not be limited to, the following:
a. Any acquisition or return options, based on the type of lease agreement;
b. Any renewal options, if applicable; and/or
c. Hard drive removal and surrender cost, if applicable.
1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the
Device, it shall give Contractor at least thirty (30) days written notice prior to the
expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing
Entity fails to notify Contractor of its intent with respect to the exercise of a purchase,
renewal, or return of the Device, the Initial Lease Term shall be terminated on the
date as stated in the Order and removal of the Device will be mutually arranged,
unless otherwise specified in an Order.
1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will
immediately make the Device available to Contractor in as good of condition as
when Purchasing Entity received it, except for ordinary wear and tear.
2. Payment. The first scheduled payment (as specified in the applicable Order), will be due
following the Acceptance of the Device(s), or such later date as Contractor may designate.
The remaining payments will be due on the same day of each subsequent month, unless
otherwise specified in the applicable Order.
3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on
a Straight Lease.
4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized
Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout
to Return option on an FMV or Straight Lease, and return the Device to the Contractor in
good working condition (ordinary wear and tear excepted).
5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or
Downgrade on a lease at anytime throughout the term of the lease agreement. The
Purchasing Entity and the Contractor shall negotiate the price of the Device Upgrade or
Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be
less than the remaining stream of Device Payments.
6. Non-appropriation of Funds. The continuation of any lease agreement will be subject
to, and contingent upon, sufficient funds being made available by the Participating State
Legislature and/or federal sources. The Purchasing Entity may terminate any such lease
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agreement, and Contractor waives any and all claim(s) for damages, effective immediately
upon receipt of written notice (or any date specified therein) if for any reason the
Purchasing Entity’s funding sources are not available.
7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign
the Device or any lease agreement without Contractor’s prior written consent (which
consent shall not be unreasonably withheld).
7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of
Contractor’s interests in the Device and/or these Lease Terms or any Order for
leases, without notice to Purchasing Entity even if less than all the payments have
been assigned. In that event, the assignee (the “Assignee”) will have such rights
as Contractor assigns to them, but none of Contractor’s obligations (Contractor will
keep those obligations) and the rights of the Assignee will not be subject to any
claims, defenses or set offs that Purchasing Entity may have against Contractor.
7.2 No assignment to an Assignee will release Contractor from any obligations
Contractor may have to Purchasing Entity.
8. Early Termination Charges
Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Straight Leases
shall be subject to an early termination charge, and shall involve the return of the Devi ce
(in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to
the Contractor. With respect to the Device, the termination charge shall not exceed the
balance of remaining Device Payments (including any current and past due amo unts),
and with respect to Service or maintenance obligations, the termination charge shall not
exceed four (4) months of the Service and Supply base charge or twenty -five percent
(25%) of the remaining Maintenance Agreement term, whichever is less.
9. Default. Each of the following is a “default” under these lease terms:
9.1 Purchasing Entity fails to pay any payment or any other amount within forty -five
(45) days (or as otherwise agreed to in a Participating Addendum) of its due date;
9.2 Any representation or warranty made by Purchasing Entity in these lease terms is
false or incorrect and Purchasing Entity does not perform any of its obligati ons
under these lease terms, and this failure continues for forty-five (45) days (or as
otherwise agreed to in a Participating Addendum) after Contractor has notified
Purchasing Entity;
9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of
creditors;
9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or
substantially all of such guarantor’s assets; or
9.5 Purchasing Entity stops doing business as a going concern or transfers all or
substantially all of Purchasing Entity’s assets.
10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, in
addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating
Addendum, may do one or more of the following, at the discretion of the Participating
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State or Entity:
10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that
Contractor has entered into with Purchasing Entity;
10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for
loss of Contractor’s bargain and not as a penalty, a sum equal to:
a. All past due payments and all other amounts payable under the lease
agreement;
b. All unpaid payments for the remainder of the lease term, discounted at a rate
equal to three percent (3%) per year to the date of default; and
c. Require Purchasing Entity to deliver the Device to Contractor per mutual
arrangements.
IV. Contractor Responsibilities and Tasks
A. Service Requirements
1. Technicians. All technicians must be factory trained by the OEM and certified to Service
the Devices.
2. Standard Service Levels. Participating States and/or Entities may negotiate their own
Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum,
adhere to the following requirements:
2.1 End-User Training
a. Purchasing Entity may request an initial one -hour training session for each
Device ordered under the Contract. Contractor shall provide this initial
training, free of charge, via one of the following delivery methods: On -site,
web-based, or on-line. The delivery method selected for each Device will be
at Contractor’s sole discretion. Purchasing Entity should be advised that while
this initial one-hour of free training shall be provided by Contractor at
Purchasing Entity’s request, Contractor will not provide substitutions (e.g. free
supplies, deeper discounts, etc.) in lieu of this training.
b. Purchasing Entity may also request an additional one-hour training session
for technical support, which shall include network connectivity and print driver
installation. This additional training shall be provided via a delivery method
mutually agreed upon by Contractor and Purchasing Entity, and at a mutually
agreed upon price.
c. If Purchasing Entity elects to exercise the training option, then Contractor
shall provide the training within ten (10) Business Days of Purchasing Entity’s
request.
d. Contractor may offer additional on-site, one-hour training sessions for a flat
rate fee. Additional charges for travel and per diem, if applicable, must be
disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order
placement.
e. Contractor must provide on-site or off-site operational training to designated
Purchasing Entity personnel, until the personnel are able to operate the
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Device independently. Pricing for operational training shall be based on a flat
rate fee. Additional charges for travel and per diem, if applic able, must be
disclosed to the Purchasing Entity, and mutually agree upon, prior to Order
placement.
f. Contractor shall provide Device literature, user-manuals, and access to on-
line resources, if available, at no charge to the Purchasing Entity.
g. For Groups A, B, D, E, and Sub-Group D1, Contractor shall provide a no
charge, toll-free end-user technical support number that Purchasing Entities
can utilize for everyday minor troubleshooting (i.e. this does not include
network connectivity or print driver installation). A Purchasing Entity must be
able to obtain assistance during Normal Business Hours.
h. Contractor shall provide phone/technical support within two (2) hours of
Purchasing Entity’s request for assistance, providing such request, and
subsequent support, falls within normal business hours.
2.2 Preventative Maintenance. Contractor must perform all Preventative
Maintenance Services at the Manufacturer’s suggested intervals, or as specified in
an Order. Preventative Maintenance shall not be a requirement on desktop
Devices.
2.3 Device Performance
a. Device Downtime shall be computed from the time the Contractor is notified
of Device failure until the time in which the Device is fully operational.
b. Device Downtime due to lack of consumable Supplies is not acceptable.
c. Contractor must provide daily communication to the Purchasing Entity
regarding inoperable Devices, including updates regarding resolution
timeframe, and any parts, Accessories, or Devices on back-order.
2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2)
Business Days, due to Device malfunction, as reasonably determined by
Contractor, then Contractor shall provide the Purchasing Entity with:
a. A loaner Device of similar speed and capabilities until such time as the
inoperable Device is now operable; or
b. Upon mutual agreement in Urban areas, provide the Purchasing Entity with
off-site manned production capabilities, at the sole cost to the Contractor, to
accomplish the work of the Device that is inoperable.
2.5 Repair Parts
a. Contractor shall guarantee the availability of repair parts for a minimum of five
(5) years after the Purchasing Entity’s Acceptance of any Device.
b. All Device components, spare parts, application software, and ancillary
Devices that are supplied under any resulting Master Agreement, must
conform to Manufacturer specifications.
c. Contractor shall be responsible for ensuring that any repair parts are operable
and installed in accordance with Manufacturer specifications.
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d. Repair parts may be new, reconditioned, reprocessed or recovered.
2.6 Service Zones
a. Unless otherwise specified in a Participating Addendum, Contractor shall
adhere to the following Service Call Response Times based on the distance
that their Service Base Location is from the Purchasing Entity:
Service
Zone Definition Response Time
Urban Within 60 miles 4 - 6 Hours, and
next Business Day
for Group D
Rural 60 – 120 miles 1 - 2 Business Days
Remote*
120+ miles, or only
accessible by plane or
by boat
4 – 5 Business Days
*Additional fees may apply
b. Repair or replacement of parts and/or Devices shall occur within four (4)
Business Days of Contractor arriving at Purchasing Entity’s location, with the
following exception:
i) If Contractor is drop-shipping a new Device to replace a defective
Device, then Purchasing Entity must receive the new Device within five
(5) Business Days.
c. Contractor(s) may charge different rates according to each Service Zone.
2.7 Service Logs
a. Contractor shall maintain a Service log which describes the maintenance and
repair Services provided for each Device.
b. A no-cost copy of Service logs/reports must be provided to the Purchasing
Entity or Participating State or Entity, within five (5) Business Days of t he
request.
2.8 Device Relocation
a. Device relocation Services include dismantling, packing, transporting, and re -
installing Device.
b. Contractor may charge for this Service based on the following table:
Service
Zone
Distance from current
placement of Device Charge
1 Within the same building No Charge
Allowed*
2 Up to 50 miles from building in
which Device is currently placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
3
More than 50 miles from building
in which Device is currently
placed
Flat Rate Fee, plus
Per Mile or Hourly
Fee
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*Contractor may charge Purchasing Entities a mutually agreed upon price
for special rigging in the event a Purchasing Entity’s demographics require
such rigging for Zone 1 relocations. The price shall be agreed upon in writing
by Contractor and Purchasing Entity prior to any Device relocation in Zone
1.
c. Contractor may not charge for any fees incurred due to fuel or tolls.
d. Moves must be performed within thirty (30) calendar days of the Purchasing
Entity request. Request may be verbal or written, but Contractor must confirm
the request in writing and provide a date that the move will occur. Written
confirmation must be sent to the Purchasing Entity within three (3) Business
Days of request. In the event that there will be a delay in these Services,
Contractor shall communicate with Purchasing Entity and agree on a mutually
beneficial time-frame.
e. Contractor is required to offer Device relocation services for all leased
Equipment.
3. Meter Read Invoicing
3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall
provide meter reads within the Contractor’s requested time-frame.
3.2 Invoices that are generated without receiving the proper meter read information
from the Purchasing Entity will not be considered inaccurate.
3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing
issue and the Contractor will be allowed a thirty (30) day cure period to address
any such issue. During the thirty (30) day cure period, the Purchasing Entity will
not be assessed any late fees for failure to submit payment by the invoice due date.
3.4 Failure on the Contractor’s part to maintain accurate invoicing shall result in a
$25.00 per instance credit on the following month’s invoice from Contractor.
4. Reporting
4.1 Service Level Calculations
a. At the discretion of the Participating State or Entity, Contractor shall produce
reports that can be measured against the required SLA components.
b. The Participating State or Entity shall determine how the reports will be
utilized and whether liquidated damages will be assessed for failure to meet
the SLA requirements. Any liquidated damages or penalty structure shall be
defined in the Participating State or Entity’s Participating Addendum.
4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing
Entities upon request. The reports shall be provided on a quarterly basis, or at the
discretion of the Participating State or Entity.
a. The report shall include the following:
i) Number of Service Calls placed;
ii) Response Time per Device;
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iii) Dates that Preventative Maintenance was performed, if applicable;
and
iv) Estimated end of Useful Life per Device.
b. The report may include, but not be limited to, the following:
i) Location of Devices;
ii) Click usage per Device; and
iii) EPEAT certification level of each Device.
B. Customer Service
1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to
ensure compliance with the resulting Master Agreement and subsequent Participating
State or Entity requirements and that the individuals occupying the Key Personnel
positions have adequate experience and knowledge with successful implementation and
management of a national cooperative contract. Contractor shall provide a single point of
contact for the following:
1.1 Master Agreement Contract Administrator – shall be the Lead State’s primary
contact in regards to Contract negotiations, amendments, Product and Price List
updates, and any other information or documentation relating to the Master
Agreement;
1.2 NASPO ValuePoint Reporting Contact – shall be responsible for submitting
quarterly reports and the quarterly Administrative Fee to the appropriate personnel;
1.3 Master Agreement Marketing Manager – shall be responsible for marketing the
resulting Master Agreement, as well as creating Participating State websites, and
ensuring that all uploaded data and content is current; and
1.4 National Service Manager – shall be responsible for overseeing the Regional
Service Managers, Field Service Technicians, training, and inside Service
operations. This position will work with the Lead State Contract Administrator to
ensure contractual obligations are met, while providing leadership for the
Contractor’s operations, as well as strategic planning of the Service department.
2. Single Point of Contact. Contractor shall provide a single point of contact for each
Participating State, who will handle any questions regarding the Products provided, as
well as pricing, delivery, billing, reporting, status of Orders, customer complaints and
escalated issues.
3. Service and Support Hours. Contractor must provide full Service and support for
Products during Normal Business Hours.
4. Customer Service Team. Contractor shall also have a designated customer service team
who shall be available by phone (via local or toll free number), fax, or email during Normal
Business Hours.
5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business
Hours for any Device that needs to be serviced. Such coverage shall be billed to the
Purchasing Entity at an hourly rate.
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6. Online Access. Customer service representatives shall have online access to account
information and be able to respond to inquiries concerning the status of Orders (shipped
or pending), delivery, back-orders, pricing, Product availability, Product information, and
account and billing questions.
C. Authorized Dealers
1. Contractor can engage Authorized Dealers to provide Products and/or Services.
2. In the event a Contractor elects to use Authorized Dealers in the performance of the
specifications, the Contractor shall serve as the primary Contractor, and shall be fu lly
accountable for assuring that their Authorized Dealers comply with the terms and
conditions of the resulting Master Agreement, and any Participating Addendum, and shall
be liable in the event Authorized Dealers fail to comply with such terms and condit ions.
3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing,
Master Agreement, and Participating Addendum requirements, and Contractor shall
provide training to all of their Authorized Dealers at least once per calendar ye ar, or as
otherwise determined by the Lead State.
4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and
invoice them directly, unless otherwise stated in a Participating Addendum.
5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer
Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of
engaging or removing a Dealer.
6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will
provide notification to the Contractor with justification as to why the decision was reached.
In addition, it will be at the discretion of each Participating State or Entity as to whether
they will utilize the Authorized Dealers as approved by the Lead State. Under no
circumstances is a Participating State or Entity permitted to use a Dealer that has not
been approved by the Lead State.
7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the
Master Agreement, then it shall be at the discretion of the Lead State, upon
recommendation from the Participating State, to:
7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead
State or;
7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations
in one state, or multiple states, remove them as a Dealer from the location in which
they are not in compliance.
D. Device Demonstration Requirements
1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group D, Sub-
Group D1, and Group E.
2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured,
or Refurbished Devices shall be converted to a purchase or lease.
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3. At the discretion of the Participating State or Entity, and upon request by a Purchasing
Entity, showroom Devices for Groups A and B may be converted to a purchase or lease,
providing the following conditions are met:
3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies
total (i.e. b&w and color combined);
3.2 The Device must be discounted by at least 5% off of the Master Agreement pricing
for that same Device; and
3.3 The Purchasing Entity and the Contractor indicate on the Order that the Device is
a showroom model.
4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not
exceed thirty (30) calendar days.
5. If Purchasing Entity does not make the demonstration Device available for pickup after
thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device
for each day that it remains at Purchasing Entity’s location. Such rates shall not exceed
current market standards.
E. Device Installation Requirements
1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized
installation and site requirements for the delivery and installation of Device. This
information should include, but is not limited to, the following:
1.1 Air conditioning;
1.2 Electrical;
1.3 Special grounding;
1.4 Cabling;
1.5 Space;
1.6 Humidity and temperature limits; and
1.7 Other considerations critical to the installation.
2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring
or dedicated lines.
3. Network installation shall include configuration of the Device for the proper network
protocols, and installation of the appropriate print drivers on up to five (5) computers per
Device, or as otherwise specified in a Participating Addendum.
4. If applicable, all Devices must be set-up with Preventative Maintenance notifications
turned on, and with the most environmentally responsible defaults enabled, including
Energy Star saving settings.
5. Contractor may charge for excessive installation requirements, including rigging, access
alterations, and access to non-ground floors via stairs. Any such excessive installation
charges must be quoted to the Purchasing Entity prior to the signature of any Order, and
shall be based on the actual expenditures of Contractor or Authorized Dealer.
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6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of
installation which shows the name, address, and telephone number of Contractor or
Authorized Dealer responsible for warranty Service of the Device.
7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as
required by the Purchasing Entity. Upon completion of the work, the premises shall be left
in good repair and in an orderly, neat, clean, and unobstructed condition.
F. Security Requirements
1. Network and Data Security
1.1 Devices may be configured to include a variety of data security features. The set -
up of such features shall be at the discretion of the Purchasing Entity, and all costs
associated with their implementation must be conveyed by Contractor prio r to
Order placement.
1.2 Contractor will not be permitted to download, transfer, or access print data stored
on the Device in either hard drive or chip memory. Only system management
accessibility will be allowed.
1.3 Contractor shall ensure that delivery and performance of all Services shall adhere
to the requirements and standards as outlined in each Participating State or Entity’s
Participating Addendum.
2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or
applications shall be encrypted if practical. In addition, sensitive data will be encrypted in
all newly developed applications. Since sensitive information is subjective, it shall be
defined by each Participating State or Entity in their Participating Addendum.
3. Data Breach. Contractor shall have an incident response process that follows National
Institute of Standards and Technology (NIST) standards as referenced in the NIST
Computer Security Incident Handling Guide, which can be downloaded at
https://www.nest.gov/publications/computer-security-incident-handling-guide, and it shall
include, at a minimum, breach detection, breach notification, and breach response.
Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning
of such breach.
4. Authentication and Access
4.1 Any network connected Device must offer authentication for all features via LDAP
and/or Windows AD, as well as the ability to disable authentica tion for any or all
features.
4.2 Any network connected Device must have the ability to connect via Dynamic Host
Configuration Protocol (DHCP) or Static IP address.
4.3 The credential information for any remote authentication method may not be
maintained within the Device’s memory.
4.4 Access to the Device’s administrative functions must be password protected per
the Participating State or Entity requirements, and the default settings must be
changed at the time of Device installation.
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5. Hard Drive Removal and Surrender
5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable)
from the Device at the end of its Useful Life, or when any hard drive is repossessed
by Contractor; or
5.2 At the Participating State or Entity’s discretion, Contractor shall remove the hard
drive from the applicable Device and provide the Purchasing Entity with custody of
the hard drive before the Device is removed from the Purchasing Entity’s location,
moved to another location, or any other disposition of the Device. The Pur chasing
Entity shall then be responsible for securely erasing or destroying the hard drive.
5.3 If Contractor takes possession of any Device at a Purchasing Entity’s location, then
they shall also remove any ink, toner, and associated Supplies (drum, fuser, et c.)
and dispose of them in accordance with applicable law, as well as environmental,
and health considerations, or as otherwise specified in a Participating Addendum.
5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however;
Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects
to keep the hard drive in their possession. Contractor must disclose the price for
removal and surrender of the hard drive, prior to Order placement.
5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then
Contractor must convey this to the Purchasing Entity at the time of Order
placement. In the case of a non -removable hard drive, section IV.I (5.1) shall
apply.
5.6 If Contractor is removing another Manufacturer’s Device, they are not permitted to
remove the hard drive. Only the Manufacturer or their Authorized Dealer shall
remove hard drives in their own Devices. Contractor shall work with the
Manufacturer to ensure the requirements pursuant to this section are met.
G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating
Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices,
or any applicable notice regarding the Products being sold. This notice must be received in
writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such
issues.
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EXHIBIT B – SAMPLE D&A CERTIFICATE
Certificate of Acceptance
Re: Account Schedule Number (“Contract”)
Financial Services Provider: Toshiba America Business Solutions, Inc. (“FS Provider”)
Lessee/ Customer: (“Customer”)
This Certificate of Acceptance to the lease, loan or other form of financial services contract described above
(“Contract”) is by and between the FS Provider identified above and the Customer identified above.
Customer, through its authorized representative, hereby certifies to FS Provider and any assignee of FS Provider with
respect to the Contract that:
1. All of the Equipment has been inspected and is (a) complete, (b) properly installed, (c) fully functioning, and (d)
in good working order.
2. Customer is not in default under the Contract and all of Customer's statements and promises set forth in the
Contract are true and correct.
IN WITNESS WHEREOF, Customer’s duly authorized representatives has executed this Acceptance
Certificate as of the Acceptance Date.
Customer:
By:
Title:
Acceptance Date:
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EXHIBIT C – AUTHORIZED DEALER FORM
Manufacturer Name: _________________________________
(Check one)
The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO
ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement.
The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi-
Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following
reason (required):
State(s) Serviced by Dealer:
Dealer Name:
Address:
Phone (include Toll-Free, if
available):
Contact Person(s):
Email Address:
FEIN:
Signed: ________________________________________ Date: _____________
(Contractor Representative)
Signed: ________________________________________ Date: _____________
(Authorized Dealer Representative)
________________________________________
(Print First and Last Name of Authorized Dealer Representative)
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EXHIBIT D – AUTHORIZED DEALERS BY STATE
Exhibit D -
Authorized Dealers by State.xlsx
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ATTACHMENT 1 – TOSHIBA LEASE AGREEMENT TERMS AND CONDITIONS
1. LEASE TERM. This Agreement shall be effective from the date of delivery and acceptance of Leased Equipment for the term
set forth on the (i) Attachment 5, Toshiba Lease Order Form and if applicable Attachment 6, Toshiba Lease Order Form Schedule
B (collectively an “Order Form”); or (ii) the Lessee’s Purchase Order (PO) to which this Agreement is attached, unless sooner
terminated by either party as set forth in Section 6 of this Agreement.
2. DEFINITIONS. “Lease Term” means the term of this Agreement as set forth in Section 1. “Leased Equipment” means the
(i) equipment described in the Order Form, attached to this Agreement, and which is incorporated herein; (ii) any replacement
equipment provided by Lessor; and (iii) any additional equipment described under subsequent Order Forms agreed to during the
term of this Agreement. “Lessor” means Toshiba America Business Solutions, Inc. or, if applicable, its permitted assignee.
3. CONSIDERATION (RENT). The parties agree that for the Lease Term, Lessor leases to Lessee the equipment described in,
and for the lease payments set forth in, the Order Form, excluding meter charges, late fees and applicable taxes. Except as
provided in section 6(c), lessee’s payment obligations are absolute and unconditional and are not subject to cancellation,
reduction or setoff for any reason whatsoever. Lessee does not agree to reimburse Lessor for expenses, unless otherwise
specified in the incorporated documents. Any intervening end to a fiscal period shall be deemed a contract renewal (not changing
the overall Agreement term) or a termination as the results of legislative appropriation may be required.
4. POSSESSION, TITLE AND RETURN.
(a) Lessee shall have possession of the Leased Equipment for the Lease Term, unless this Agreement is earlier terminated
in accordance with Section 6 below and shall keep such Leased Equipment at the location specified in the Order Form or
such other location as Lessor may agree in writing.
(b) Lessor covenants that it has good title to the Leased Equipment, except any intangible property or associated services
such as periodic software licenses and prepaid database subscription rights included in the Leased Equipment, if any . If
the Order Form indicates that this lease is a Capital (i.e. $1 Buyout) Lease and if this Agreement is deemed to be a secured
transaction, Lessee grants Lessor a first priority security interest in the Leased Equipment to secure all of Lessee’s
obligations under this Agreement, agrees not to permit any other liens on the Leased Equipment, and shall own such Leased
Equipment as of the acceptance date and Lessee authorizes Lessor to record a UCC-1 to reflect such interest. At the end
of the Lease Term, if Lessee is not in default, Lessor will release any security interest it may have in the Leased Equipment
subject to such Capital Lease, which will be retained by Lessee.
(c) At the expiration of the term of this Agreement and provided that the Order Form does not indicate this lease is a Capital
Lease, upon Lessee’s written request, Lessor shall remove the hard drive from the applicable Device and provide the Lessee
with custody of the hard drive before the Device is removed from the Lessor’s location. Lessor may charg e the Purchasing
Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. The Lessee shall then be responsible
for securely erasing or destroying the hard drive. If Lessee is not in breach of this Agreement, all costs of removing and
transporting the Leased Equipment at the expiration of the Lease Term shall be the responsibility of Lessor.
(d) Risk of loss of the Leased Equipment rests with Lessor until the Leased Equipment is picked up from Lessee’s designated
location, at which time risk of loss passes to Lessee.
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(e) If the Order Form indicates this lease is a Fair Market Value Lease, at the end of the Lease Term and upon 30 days’
prior written notice to Lessor, Lessee may purchase all, but not less than all, of the Leased Equipment AS-IS and WHERE-
IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE, for the Fair Market Value, plus applicable sales
and other taxes, if any.
5. TAXES. Lessee agrees to pay all fees, assessments, taxes and charges governmentally imposed upon Lessor’s purchase,
ownership, possession, leasing, renting, operation, control or use of the Leased Equipment.
6. TERMINATION.
(a) Termination by Mutual Consent. Any discretionary or vested right of renewal notwithstanding, this Agreement m ay be
terminated upon written notice by mutual consent of both parties.
(b) Termination by Lessee without Cause. This lease may be bought out and all Leased Equipment returned to Lessor,
although fair market value leases, operational leases, non-cancelable rentals and capital leases are subject to a termination
charge. The termination charge is equal to the balance of unpaid lease payments and other amounts due hereunder
(including any current or past due amounts) for leases and with regard to service or maintenance obligations, may not exceed
more than four (4) month service and supply base or 25% of the remaining term, whichever is less.
(c) Termination for Nonappropriation. The continuation of this Agreement beyond the current fiscal period is subject to
and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by Lessee’s legislature,
governing body and/or federal sources. If for any reason Lessee’s funding is not appropriated or is withdrawn, limited, or
impaired, Lessee may terminate this Agreement, and Lessor waives any and all claim(s) for damages, effective as of the
end of the fiscal period in which written notice of such non-appropriation, withdrawal, limitation or impairment is provided by
Lessee to Lessor. If Lessee terminates this Agreement because of non-appropriation, withdrawal, limitation or impairment
of funds, Lessee will not purchase, lease or rent replacement equipment performing the same functions as the Leased
Equipment during the subsequent fiscal period.
(d) Termination for Default or Breach. A default or breach may be declared with or without termination. This Agreement
may be terminated by either party upon written notice to the other party for any material breach or default by the other party
of any terms, conditions, covenants, or obligations of this Agreement. Notice of termination for breach or default is effective
30 days following service of notice, or upon any subsequent date specified in the notice of termination. Term ination by
Lessor due to Lessee’s material breach or default will be subject to a termination charge, which is equal to the balance of
lease payments and other amounts due hereunder (including any current or past due amounts) for leases and may not
exceed more than four (4) month service and supply base or 25% of the remaining term, whichever is less, for service and
maintenance charges.
7. INSURANCE. At Lessor’s request, Lessee shall provide to Lessor proof that the Leased Equipment is covered for the
value thereof against property loss or damage while in Lessee’s possession by Lessee’s program of self -insurance (if
approved by Lessor and Lessor’s assignee, if any) or a policy of property insurance from a qualified insurer.
8. LOSS OR DAMAGE. If any item of Leased Equipment is lost, stolen or damaged, Lessee will, at Lessee’s option and cost,
either: (a) repair the item or replace the item with a comparable item reasonably acceptable to Lessor; or (b) pay Lessor the
sum of: (i) all past due and current lease payments and other amounts due under this Agreement; (ii) the present value of all
remaining lease payments for the effected item(s) of Leased Equipment, discounted at the rate of 6% per annum; and (iii) if
this lease is not a Capital Lease, the Fair Market Value of the effected item(s) of Leased Equipment. Upon Lessee’s payment
to Lessor under clause (b) above, Lessor will then transfer to Lessee all of Lessor’s right, title and interest in the effected
item(s) of Leased Product AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE.
“Fair Market Value” means the item’s fair market value at the end of the Lease Term, assuming good order and condition
(except for ordinary wear and tear from normal use), as estimated by Lessor. No suc h loss or damage shall relieve Lessee
of payment obligations hereunder.
9. WARRANTY AND MAINTENANCE OF EQUIPMENT ; WARRANTY DISCLAIMER. All services performed under this
Agreement shall be of workmanlike quality, consistent with the standards of the trade, profession or industry. Lessor shall
assign to Lessee all manufacturer’s warranties on the Leased Equipment, which shall be not less than a full six months ’
warranty. Lessor shall be responsible for ongoing service and maintenance of the Leased Eq uipment for the duration of the
Lease Term. EXCEPT AS OTHERWISE STATED HEREIN, LESSOR MAKES NO WARRANTY EXPRESS OR IMPLIED,
INCLUDING THAT THE LEASED EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE LEASED
EQUIPMENT IS MERCHANTABLE. Lessee acknowledges that none of Lessor or their representatives are agents of any
assignee and none of them are authorized to modify the terms of this lease or on any Schedule. No representation or warranty
of Lessor with respect to the Leased Equipment will bind any assignee, nor will any breach thereof relieve Lessee of any of
its obligations hereunder. THIS LEASE AGREEMENT AND EACH SCHEDULE CONSTITUTES A “FINANCE LEASE” AS
DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (the “UCC”). Lessee agree that any manufacturer or
Lessor warranty or service agreement is a separate and independent obligation of Lessor to Lessee, that no assignee of the
Lessor shall have any obligation to Lessee with respect to such warranty or service agreement and that Lessee’s obligations
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under this Agreement are not subject to setoff, withholding, reduction, counterclaim or defense for any reason whatsoever
including, without limitation, any claim Lessee may have against Supplier.
10. LESSOR REMEDIES. If Lessee default, Lessor may do one or more of the following: (a) recover from Lessee, as
liquidated damages for loss of bargain and not as a penalty, the sum of: (i) all past due and current lease payments and other
amounts due under this Agreement; (ii) the present value of all remaining lease payments, discounted at the rate of 6% per
annum; and (iii)) require Lessee to make the Leased Equipment available to Lessor for pickup at Lessee’s premises (and
Lessee shall be responsible for removing all data as provided in Section 4) and to pay all costs of removing and transporting
the Leased Equipment; (c) charge Lessee for expenses incurred in connection with the enforcement of Lessor’s remedies. If
Lessor picks up the Leased Equipment, Lessor may sell, release or otherwise dispose of the Leas ed Equipment and apply the
proceeds, less reasonable selling and administrative expenses, to the amounts due by Lessee. These remedies are cumulative,
in addition to any other remedies provided by law, and may be exercised concurrently or separately. Any failure or delay by
Lessor to exercise any right shall not operate as a waiver of any right. LESSOR SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES.
11. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing this Agreement on behalf of
each party has full power and authority to enter into this Agreement. Any services performed by Lessor before this Agreement
is effective or after it ceases to be effective are performed at the sole risk o f Lessor.
12. LESSEE REPRESENTATIONS. Lessee represents that: (a) this Agreement and any documents required to be delivered
in connection with this Agreement (collectively, the “Documents”) have been duly authorized by Lessee in accordance with
all applicable laws, rules, ordinances and regulations; (b) the Documents are valid, legal, binding agreements, enforceable in
accordance with their terms and the person(s) signing the Documents, if applicable, have the authority to do so, are acting
with the full authorization of Lessee’s governing body, and hold the offices indicated below their signatures; (c) the Leased
Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of
Lessee’s authority and shall be used during the Lease Term only by Lessee to perform such function; (d) Lessee intends to
use the Leased Equipment for the entire Lease Term and shall take all necessary action to include in Lessee’s annual budget
any funds required to fulfill Lessee’s obligations each fiscal period during the Lease Term; (e) Lessee has complied fully with
all applicable law governing open meetings, public bidding and appropriations, required in connection with th is lease and the
debt under applicable state law; (f) unless this lease is a Capital Lease, Lessee’s obligations to remit Lease Payments
constitutes a current expense and not a debt under applicable state law; (g) this Agreement is binding on Lessee and Lessee’s
successors and assigns; and (h) all financial information Lessee has provided is true and a reasonable representation of
Lessee’s financial condition.
13. ASSIGNMENT. Lessee may not assign or dispose of any rights or obligations under this Agreement or sublease the Leased
Equipment without Lessor’s prior written consent. Notwithstanding anything in the NASPO ValuePoint Master Agreement and/or
the Participating Addendum to the contrary, Lessor may assign all or any portion of this Agreement or its interest in the Leased
Equipment; provided that service obligations on the Leased Equipment shall remain with Toshiba America Business Solutions,
Inc. and expressly not with Lessor’s assignee and must conform to the terms of the NASPO ValuePoint Master Agreement and
the State of Participating Addendum. Lessor’s assignee shall have Lessor’s rights under this Agreement, but none of
Lessor’s obligations. Lessee agrees not to assert any claims, defenses or offsets it may have against Lessor against such
assignee.
14. AGREEMENT AND MODIFICATION. This Agreement is made pursuant to the NASPO ValuePoint Master Agreement
identified above, and the State of Participating Addendum to that Master Agreement, the terms of which are incorporated
herein by reference. In the event of conflict between the Master Agreement or the State of Participating Addendum and
this Agreement, the Master Agreement and the Participating Addendum shall govern and control. Unless otherwise expressly
authorized by the terms of this Agreement, no modification or amendment to this Agreement shall be bi nding upon the parties,
unless the same is in writing and signed by the respective parties hereto.
15. TIME PRICE. If the Toshiba Lease Order Form and Schedule indicates the lease is a Capital Lease, Lessee understands
that the Leased Equipment may be purchased for cash (the “Product Cost”) or purchased pursuant to this Agreement for an
amount of each Lease Payment times the number of Lease Payments, less maintenance, as set forth on the NASPO Lease
Order Form and Schedule and this Agreement, plus the $1 Purchase Option amount stated on the NASPO Lease Order Form
and Schedule, and by signing this Agreement, Lessee has chosen to purchase the Leased Equipment for that price. The
Product Cost may be determined by dividing the Lease Payment by the lease rate factor set forth on the NASPO Lease Order
Form and Schedule. Each Lease Payment under a Capital Lease includes a part of Lessor’s investment in the Product Cost
and a return on Lessor’s investment in the Capital Lease. The total return on Lessor’s investment (the total finance charge)
is determined by deducting the Product Cost (as determined above) from the Time Price. The difference so determined is the
return to Lessor on its investment (the total finance charge). The rate of return (finance rate) may be determined by applyi ng
to the Product Cost, the rate that will amortize the Product Cost down to the Purchase Option amount by applying as payments,
the Lease Payments. For purposes of that amortization, each Lease Payment will be considered received on the date it is
required to be paid under this Agreement.
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16. GOVERNING LAW, JURY TRIAL WAIVER. This Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed according to, the laws of the State of , without giving effect to any principle of conflict of laws
that would require the application of the law of any other jurisdiction. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A
JURY TRIAL WITH RESPECT TO THIS AGREEMENT AND THE LEASED EQUIPMENT.
17. NOTICE. All notices or other communications required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if (a) delivered personally in hand, (b) delivered by telephone, facsimile or email w ith
simultaneous regular mail, or (c) mailed certified mail, return receipt requested, postage prepaid on the date posted, and
addressed to the other party at the address specified above or such other address as the other party may have provided written
notice of in accordance with this Section 17. For purposes of computing times from service of notice, service of notice by delivery
in hand shall be effective on the date of delivery; notices that are mailed shall be effective on the third calendar day following the
date of mailing.
18. RESERVED.
19. ELECTRONIC DOCUMENTATION. This Agreement may be executed in counterparts and signed by the parties manually
or electronically. The executed counterpart that has Lessor’s original signature and/or is in Lessor’s possession shall
constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes. If
Lessee transmits this Agreement to Lessor by facsimile or other electronic transmission, the transmitted copy sha ll be binding
upon the parties. Neither party may raise as a defense to the enforcement of this Agreement that it was signed or transmitte d
electronically.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed and intend to be legally bound thereby.
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ATTACHMENT 2 – TOSHIBA SERVICE LEVEL AGREEMENT
1. Customer Level SLA
1.1. Purpose
The purpose of this Attachment is to outline service levels; as well as provide Customer with a defined process
for equipment replacement or loan as set forth herein.
1.2. Customer Service Level Agreement
Contractor agrees to maintain the following service levels defined below as targets:
Performance Criteria Target Level
Average Uptime 96% or Better
Average On-Site Response Time 4 Hours or Less
1.3. Total Quality Commitment (TQC)
1.3.1. Free Replacement - If Buyer’s Toshiba MFD, Facsimile or its accessories, do not operate within Toshiba’s
product specifications during the term of its lease or if purchased its maintenance service term, and if the
equipment cannot be repaired to perform within product specifications, Contractor will replace the MFD,
facsimile or accessory at no charge with a model of equal or better features and specifications.
1.3.2. Free Loaner:
1.3.2.1. If Customer’s Toshiba MFD is out-of-service more than two (2) consecutive business days after
notifying a Contractor’s Authorized Servicing Provider or requires off-site service, a loaner MFD will
be provided by the Contractor Authorized Servicing Provider at no additional charge.
1.3.2.2. All loaned equipment is the property of Contractor or the Contractor’s Authorized Servicing
Provider and must be returned to Contractor or the Contractor’s Authorized Servicing Provider at the
time the repaired or replaced equipment is tendered.
1.3.3. Term of Program.
The term of this program is (i) for purchased equipment, three years from equipment installation date or
maximum number of copies as stated in the product specifications, whichever occurs first; or, (ii) for leased or
rented equipment, the length of the or iginal lease or rental term starting from the equipment installation date or
the maximum number of copies as stated in the product specifications, whichever occurs first.
1.3.4. Terms & Conditions Of TQC
This program applies only to new Toshiba MFD and/or acces sories acquired by customers from Toshiba or an
Contractor Authorized Servicing Provider on or after April 1, 1996, on condition that the equipment: (i) was
continuously maintained under a full service maintenance agreement provided by an Authorized Toshib a
Servicing Provider, and (ii) only genuine Toshiba parts and consumable supplies are used in the maintenance
and operation of the equipment. This program is non -transferable. Product damaged or destroyed because of
Buyer’s negligence, misuse or abuse, improper electrical power, or an act of God are not covered under this
program.
If a Contractor Authorized Servicing Provider is not available to fulfill the terms of this program, Toshiba will
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resolve any program issues within a reasonable period of time. No modification or extension of this program is
effective unless it is in writing and signed by the Vice President, General Manager of Toshiba -Electronic Imaging
Division.
1.3.5. How To Exercise This Guarantee
First, notify your Authorized Toshiba Servicing Provider of the problem. If you do not obtain resolution to your
satisfaction via your Authorized Toshiba Servicing Provider, send a certified letter documenting your problem
and a copy of the dated sales receipt to:
Toshiba America Business Solutions, Inc.
Director of Field Service
25530 Commercentre Boulevard
Lake Forest, California 92630
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ATTACHMENT 3 – TOSHIBA MAINTENANCE AGREEMENT
These maintenance terms are pursuant to a Participating Addendum under NASPO ValuePoint Master Agreement
administered by the State of Colorado #RFP-NP-23-001 (the “Master Agreement”). By accepting this Attachment, Customer
agrees to purchase the services as set forth in the Maintenance Order Form. Contractor agrees to provide parts, labor, ink,
toner, and toner collection containers (the “Maintenance Services”) for the equipment listed in Attachment 5, Toshiba Lease
Order Form in accordance with the terms and conditions of the Master Agreement and the Maintenance Agreement Terms
below.
MAINTENANCE AGREEMENT TERMS
1. TERM: Each asset shall be annually renewable on each yearly anniversary date for an additional one (1) year period.
Contractor shall notify Customer in writing of any such pending anniversary date no later than ninety (90) days prior to
such date, and Customer shall have until thirty (30) days prior to such date to notify Contractor in writing that it wishes to
renew the term for an additional year in order for such renewal to take effect.
2. For each piece of equipment under this Maintenance Agreement there will be a Start Date & Start Meter. Service for
each piece of equipment will be provided from the Start Date & Start Meter until this Maintenance Agreement is
terminated or the equipment is withdrawn from service.
3. REMOVAL FROM SERVICE. Customer may withdraw individual equipment by providing thirty (30) day written notice
prior to the Renewal Date. Customer is responsible for all remaining Minimum Payments if Customer is in default or if
equipment is withdrawn prior to Renewal Date.
4. INVOICING CHARGES. Customer will pay the charges set forth in the Toshiba Lease Order Form. The first Minimum
Payment is due upon receipt of an invoice. Thereafter, Minimum Payments will be due on the same date each month
during the Term of this Maintenance Agreement whether or not Customer receives an invoice. Customer’s obligation to
pay the Minimum Payment is unconditional and is not subject to any reduction, set -off, defense, or counterclaim for any
reason whatsoever. Excess click charges or Overage Charges, as appli cable; will be invoiced monthly for the period
selected on the Maintenance Order Form.
5. If any part of a payment is not made by the Customer when due, Customer agrees to pay Contractor a Late Charge
pursuant to the terms of the Master Agreement.
6. Contractor may estimate the number of clicks used if requested Meter Readings are not received before a new billing
period begins. Contractor will adjust the estimated charge for overage clicks upon receipt of actual Meter Readings.
Notwithstanding any adjustment, the Customer will never pay less than the Minimum Payment. Customer will provide
meter readings via an automated website.
7. CONSUMABLE SUPPLIES. All supplies delivered as part of this Maintenance Agreement remain the property of
Contractor until and unless they are consumed by the equipment in the performance of this Agreement. Any supplies not
consumed as specified and not surrendered to Contractor upon expiration or termination of the Maintenance Services for
an asset will be invoiced to the Customer at Contractor’s then current Master Agreement prices. Customer agrees to
provide insurance coverage for supplies in case of loss under any circumstances. Notwithstanding the foregoing, the risk
of loss of the consumable supplies shall be transferred from Cont ractor to Customer if such consumable supplies are
stored at Customer’s facility.
8. TAXES. Unless Tax Exempt (as evidenced by certificate or in the case of exempt sales to federal, state, and local
government entities a seller may also document the exemption by retaining a copy of a government issued purchase
order, government check or voucher in place of the exemption certificate). In addition to the charges due under this
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Maintenance Agreement, the Customer agrees to pay amounts equal to any taxes resulti ng from this Maintenance
Agreement, or any activities hereunder, exclusive of taxes based upon net income.
9. INSTALLATION AND ACCESS TO EQUIPMENT. Customer agrees to provide adequate space, environment and
appropriated electrical requirements including, if required, a dedicated 120 volt or 220 volt electrical line, as published in
the Operator and Service Manuals for the operation and maintenance of the equipment. If Contractor has installed a
power filter/surge protector on the equipment, it must at all times remain continuously installed. If it is removed Customer
agrees to purchase a replacement from Contractor immediately. Contractor shall have full and free access to the
equipment to provide service thereon.
10. If persons other than Contractor representatives install conversions, feature additions, accessories or perform service on
equipment and as a result further repair by Contractor is required, such repairs shall be made at Contractor’s applicable
Time and Material rates and terms then in effect, per the Master Agreement pricing. If such additional repair is required,
Contractor may immediately withdraw the equipment from this Maintenance Agreement.
11. KEY OPERATOR - END-USER TRAINING. Customer agrees to designate a Key Operator for training on the use,
supplications and features of the equipment. The Key Operator will be responsible for normal Key Operator activities as
detailed in the Operations Manual and for training additional end-user. If the Key Operator assignment changes, Customer
agrees to designate a new Key Operator immediately. Contractor agrees to provide training for the designated Key
Operator and to provide initial training for end-users on the use, applications and features of the equipment. Additional
training requested by Customer will be at Contractor Master Agreement hourly rates.
12. EXCLUSIONS. Service under this Maintenance Agreement does not include:
a. Furnishing paper, staples (unless purchased by the Customer), replacement print heads, batteries, ribbons, media,
periodic maintenance on thermal printers or any of the following:
b. Service of equipment if moved outside of Contractor’s designated service area;
c. Repair of damage or increase in service time caused by accident, misuse, negligence, abuse or disaster;
d. Service of accessories, attachments or click control devices other than those of the same manufacturer as the
equipment;
e. Painting or refinishing of the equipment;
f. Making specification changes;
g. Performing key operator functions as described in the operator manual;
h. Moving equipment, repair of damage or increase in service time caused by the use of the equipment for other than the
ordinary use for which designed;
i. Repair of damage caused by electrical surges or lightning strikes, if equipment is connected to a Contractor supplied
power filter/surge protector repairs will be included;
j. Repair of damage or increase in service time caused by failure to continually provide a suitable installation
environment as defined by the manufacturer, with all the facilities pr escribed by Contractor including, but not limited
to, adequate space, electrical power, air conditioning or humidity control
k. Repair of equipment that has been designated as obsolete by the manufacturer and genuine OEM parts are no longer
available.
l. Repair of damage or increase of service time caused by Customer's use of media outside the specifications as
described in the operator manual.
13. This Maintenance Agreement is not assignable, its right, duties and obligations may not be assigned or transferred by t he
Customer without the prior written consent of Contractor. Any attempt to assign or transfer any of the rights, duties or
obligations of this Maintenance Agreement without such consent is void. Contractor’s service provided outside the scope
of this Maintenance Agreement will be furnished at Contractor’s applicable time and material rates and terms then in
effect. Contractor is not responsible for failure to render service due to causes beyond its control.
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ATTACHMENT 4 – TOSHIBA $1 BUYOUT LEASE ADDENDUM
Addendum to Agreement number between , as Lessor and
, as Lessee
Provided the lease has not terminated early, Lessee shall have the following option at the end
of the original term.
Buy: Purchase the equipment for $1.00.
OR
Return: Return the equipment per the lease agreement.
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ATTACHMENT 5 – TOSHIBA LEASE ORDER FORM
LESSEE - BILLING CONTACT INFORMATION
(Separate Order Form must be completed for each billing locations.)
Lessee Legal Name:
Department Name: FEIN #
Street Address I P.O. Box: Bldg/Room/Suite:
City: State: Zip Billing Contact Name:
Bill-To Phone Number: Email:
Fax Number:
LESSEE INSTALLATION LOCATION
Lessee Legal Name: Department Name:
Street Address I P.O. Box: Bldg/Room/Suite:
City: State: Zip: Contact Name:
Phone Number: Email: Fax Number:
EQUIPMENT LEASE WITH SEPARATE MAINTENANCE PLAN
EQUIPMENT LEASE TYPE LEASE TERM
Fair Market Value Capital Lease Straight Lease 24 Mo 36 Mo 48 Mo 60 Mo
ITEM DESCRIPTION
(If insufficient space, use Schedule A to this
Lease Order form and enter below “See Order
Form Schedule”)
EQUIPMENT LEASE MAINTENANCE & SERVICES (M&S) PLAN Include Staples
EQUIPMENT
LEASE % or
RATE- FOR
$OUT
LEASES
ONLY
EQUIPMENT
LEASE
PAYMENT
ZERO
BASE B&W
CPC
ZERO
BASE
COLOR
CPC
MAINT.
OPTION
NUMBER
1, 2, 3
MONTHLY
VOLLUME
(BW)
MONTHLY
BASE
CHARGE
(BW)
BW
OVERAGE
RATE
COLOR
OVERAGE
RATE
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
Sum of Monthly Equipment Lease Payments: $ Sum of Monthly Base Charges: $
TOTAL MONTHLY PAYMENT:
Equipment Lease Payment + Monthly Base Charge (If Applicable)
Personal Property Tax Required
$
NASPO ADMIN FEE RATE: 0.25% STATE ADMIN FEE RATE (If Applicable):
Special Instructions/Additional Information (e.g. equipment models upgraded; Buyout details; etc.):
TERM & PAYMENT SCHEDULE (All Payments are exclusive of sales and use tax)
Sales/Use Tax Exempt Yes No Tax-Exempt No. [Attach Tax Exemption]
PO Issued yes No
PO #
Payment Cycle: Monthly Billing Document Fee: $75.00 included in the 1st invoice
THIS ORDER FORM INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE LEASE AGREEMENT
LESSOR: Toshiba America Business Solutions, Inc. Title:
SIGNATURE:
Date:
LESSEE: Title:
SIGNATURE
Date:
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ATTACHMENT 6 – TOSHIBA LEASE ORDER FORM SCHEDULE
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ATTACHMENT 7 – TOSHIBA AMENDMENT TO OPT OUT
This Amendment amends that certain Lease Agreement for use with the Participating Addendum between Toshiba America
Business Solutions, Inc. and (the “PA”) under NASPO ValuePoint Master Terms and Conditions for Multi-Function
Devices and Related Software, Services, and Cloud Solutions with Colorado as Lead State #RFP -NP-23-001 (the “Master
Agreement”), dated as of , 20 . All capitalized terms used in this Amendment which are not otherwise defined
herein shall have the meanings given to such terms in the Master Lease or PA.
WHEREAS, Lessee and Lessor executed that certain the Lease Agreement, which provides for non-appropriation of
funds in Section 6(c) thereof,
WHEREAS, Lessee is not a state or local governmental entity;
NOW THEREFORE, the parties agree that the Lease Agreement is amended as follows:
(1) Section 6 (c) is deleted in its entirety and Section 6 (d) is renumbered “Section 6 (c)”.
(2) The following is added as Section 6 (d):
“(d) Upon acceptance, subject to the foregoing termination provisions, your obligations under the Lease
Agreement will become absolute and unconditional, and are not subject to cancellation, reduction or setoff for
any reason whatsoever.”
Except as specifically amended herein, all other provisions of the Lease Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives
as of the date of the Lease Agreement.
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ATTACHMENT 8 – TOSHIBA OPINION OF COUNSEL
(LETTERHEAD OF LESSEE’S / CUSTOMER’S COUNSEL)
(Date)
RE: (the “Lease / Agreement”) dated , 20 between (“Lessee /
Customer”) and , its successors and assigns (“Lessor / Owner”)
Gentlemen and Ladies:
I have acted as counsel to Lessee / Customer in connection with the execution and delivery of the Lease / Agreement by
Lessee / Customer and, in this capacity, I have reviewed a duplicate original or certified copy of the Lease / Agreement and
such other documents and instruments as I have deemed necessary or appropriate. As counsel for Lessee / Customer, I
have made such factual inquiries, and have examined or caused to be examined such questions of law as I have considered
necessary or appropriate for the purposes of this opinion. Based on such inquiries, examination and review, I am of the
opinion that:
(a) Lessee / Customer is the entity indicated on the face of the Lease / Agreement and is a political subdivision of
the state in which it is located. Lessee / Customer is duly organized and existing under the Constitution and laws
of said state and is authorized to enter into and to carry out its obligations under the Lease / Agreement.
(b) The Lease / Agreement has been duly authorized, executed and delivered by Lessee / Customer in accordance
with all applicable laws, rules and regulations. The Lease / Agreement is a valid, lega l, binding agreement,
enforceable in accordance with its terms, except as limited by laws of general application affecting the
enforcement of creditors’ rights. The person signing the Lease / Agreement (1) has the authority to do so, (2) is
acting with the full authorization of Lessee’s / Customer’s governing body, and (3) holds the office indicated
below their signature. The signature of the person signing the Lease / Agreement is genuine.
(c) The Lease / Agreement does not constitute a debt of the Lessee / Customer under applicable state law or a
pledge of the tax or general revenues of the Lessee / Customer.
(d) Lessee / Customer has complied fully with all applicable law governing open meetings, public bidding and
appropriations required in connection with the L ease / Agreement and the acquisition of the Equipment.
(e) The execution of the Lease / Agreement and the appropriation of funds to meet its obligations thereunder do not
result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of
indebtedness which may be incurred by Lessee / Customer.
[LESSEE / CUSTOMER COUNSEL]
By: __________________________________
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ATTACHMENT 9 – TOSHIBA M&S ACTIVATION FOR PURCHASED EQUIPMENT
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ATTACHMENT 10 – TOSHIBA SAMPLE MPS STATEMENT OF WORK
Toshiba will provide to Customer throughout the United States, the Services outlined in this Statement of Work
during the Initial Term and Renewal Terms. This SOW sets forth the scope of managed print services,
requirements and obligations of the parties and is subject to the terms and conditions of a Managed Print Services
Agreement (“Agreement”) by and between Customer and Toshiba America Business Solutions, Inc. (“Toshiba”),
and will be incorporated therein by reference.
1. Assessment Phase
1.1. Initial Assessment and Design
1.1.1. Toshiba’s responsibilities are to:
1.1.1.1. Work with Customer to determine the scope and discovery to include sites and device types
1.1.1.2. Develop a schedule for discovery and design
1.1.1.3. Work with Customer to ascertain any security and safety requirements
1.1.1.4. Work with Customer to obtain necessary badging requirements
1.1.1.5. Use Toshiba meter collection software, a network discovery tool, when necessary to
facilitate and augment the discovery process
1.1.1.6. Identify and confirm equipment
1.1.2. Customers responsibilities are to:
1.1.2.1. Provide a local onsite customer liaison to work with Toshiba at each site to assist with
prioritization, coordination and communication of discovery
1.1.2.2. Provide the computer hardware necessary to operate the software
1.1.2.3. Provide the IP address, queue names, and any other network address required to perform
Services
1.1.2.4. SNMP enable the networked equipment
1.1.2.5. Provide a specific list and location (name, address, building, floor, city, state, zip code, serial
number, model number) for all meterable equipment
1.1.2.6. Provide any necessary access to floorplans and business areas
1.1.2.7. Provide and be responsible for all such telephone and modem lines, telephones, computers
and peripheral devices, computer connections, and network access, as may be necessary for
Toshiba to provide Services and to interconnect with Toshiba’s network discovery and meter
submission tool;
1.1.2.8. Provide Toshiba with current-state print device information to include: print queue names,
device configuration, custom form, and IP addresses or host names for devices accept ing print
jobs from host or mainframe applications. Customer shall have the flexibility to direct output.
1.1.3. Following discovery and design, Toshiba and Customer will mutually agree by location upon
1.1.3.1. The number and models of devices within the scope of Services
1.1.3.2. Fleet configuration, optimal mix, and future-state design including the placement of new
Product and retention of Existing Equipment
2. Implementation Phase
2.1. Toshiba and Customer shall:
2.1.1. Toshiba’s responsibilities consist of:
2.1.1.1. Maintain an Asset List of all Meterable equipment
2.1.1.2. Coordinate with Customer any network and phone installations needed to support new
devices
2.1.1.3. Create and distribute Toshiba asset tags for all equipment having the following necessary
information to facilitate a Help Desk calls for networked equipment and supply provisioning for
equipment:
o Toshiba’s Supplies Ordering Web Portal URL
o Serial Number or Asset Tag
o Toll Free Phone Number or Web URL for Service Dispatch
2.2. Customer’s responsibilities consist of:
o Affix asset tags to all equipment and remove any previous service provider asset tags
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o Provide and be responsible for all such telephone and modem lines, telephones, computers
and peripheral devices, computer connections, and network access, as may be necessary for
Toshiba to provide Services and to interconnect with Toshiba’s network discovery and meter
submission tool
3. Training
3.1. Customer may engage Toshiba to provide a customized training program by working with Toshiba to
develop a Training Plan and order such plan via an MPSA Order Form and Training Plan Schedule.
4. Fleet Management.
Within ninety (90) calendar days following the Effective Date, Toshiba shall develop and thereafter maintain
a comprehensive inventory of all Equipment that is discovered through Toshiba’s electronic discovery tool:
(a) equipment and network connections and infrastructure used by Toshiba to provide the services;
(b) equipment, software and network connections and infrastructure used by Customer in connection with
the Services. Toshiba shall provide an electronic copy of such inventory to Customer upon request.
5. Services & Help Desk
5.1. In general, Toshiba is responsible for providing Services for Customer’s networked Equipment
identified through Toshiba’s remote electronic discovery tool.
5.2. Toshiba’s responsibilities include:
To troubleshoot for the repair of the equipment and to attempt a phone resolution if one is available
To provide on-site break fix services for technical hardware issues that cannot be resolved remotely
Toshiba will provide all the support and materials necessary to maintain covered Existing Equipment in
operating condition
To bear financial responsibility for all time, material, and travel associated with break / fix activities
Next business day break-fix service: Toshiba shall provide response times for new Toshiba Product
within 4-8 hours, and shall average an on-site response to a service call within four (4) business hours.
For other non-Toshiba new Product, Toshiba shall provide a next business day response time.
Customer shall assure that Toshiba’s Servicing Providers have reasonable access to Product. If
Product cannot be repaired within two (2) business days, a loaner machine with a model of equal or
better features and specifications will be provided.
To restore malfunctioning equipment to good working order during the Service Hours of 8:00 am to
5:00 pm, Monday through Friday - Holidays Excluded
To provide toner required for the normal operation of equipment
To meet reasonable security requirements identified by Customer
To provide a status upon call completion to the on-site service requestor (End-User or representative
of End User) prior to leaving the Customer’s site
5.3. Toshiba is not responsible for:
Adjustments, repairs or replacements made necessary resulting from non-Toshiba Third Parties
performing any maintenance, repair or replacement
Failures or damage resulting from accident, neglect, misuse, failure or inadequacy of electrical power
or air conditioning or humidity control, or any causes other than ordinary use of the equipment
Damage to equipment that is placed in an area that does not conform to manufacturer’s electrical and
environmental requirements
Failure due to improper telephone or electrical power Acts of God, lightning or other incidents of excess
voltage or power surges
Repairs necessary when Customer modifies, relocates, damages (including without limitation,
unavoidable accidents) abuses or misuses the equipment (including without limitation, the spilling of
toner or other substance in the machine) and the breakage of lids, hinges, cassettes, etc.
Repairs necessary when equipment is altered, tampered, or interconnected with non-compatible
Equipment
Repairs relative to connectivity to the device
Providing cabling required to connect the printer to the network
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Installing any customer-replaceable consumables including but not limited to paper and toner
5.4. Customer’s responsibilities are:
To provide reasonable access to the equipment
To provide reasonable notice prior to Toshiba if a service request is cancelled
To notify Toshiba of any required security requirements as required by Customer
Support the diagnosis of malfunctioning devices by engaging by phone and/or in person with Toshiba
technical support personnel as needed
6. Help Desk
6.1. Help Desk Services are those services required to coordinate and respond to problems and service
requests made by Customer in the United States. Toshiba shall be responsible for providing, direct or
indirect Help Desk access with begin-to-end logging, tracking, resolution and reporting of service calls.
6.2. Toshiba’s will perform the following:
Toshiba will provide Help Desk support for equipment
To provide on-line and toll-free dispatch services to Customer
To provide access to Toshiba’s portal for the purpose of placing service calls
To provide an estimated time of arrival for all service calls
6.3. Customers’ Responsibilities are:
To make all service calls through Toshiba’s GSP or toll-free phone number
To convey the end user name and location
To convey the model type and serial number
To convey the nature of the service call whether it is a problem or failure
To promptly return any calls that Help Desk was unable to reach live
7. Vendor Managed Supplies
7.1. Toshiba responsibilities are to:
Fulfill all orders for supply replenishment under the Billing Program F.O.B. destination
Fulfill supply orders within three-days of order
Provide access to the Toshiba GSP, with a single sign-on, for the purpose of ordering all supplies
7.2. Customer responsibilities consist of:
Provide secure and environmentally appropriate storage for all supplies
Customer will order supplies as required through Toshiba’s GSP and will instruct Customer employees
to order such supplies through Toshiba’s GSP
Installation of toner and other customer installable consumables
Ensuring that all supplies ordered on behalf of Customer are protected against theft or misuse
8. Parts
Part(s) used in the repair of equipment will be new or refurbished, equivalent or better-than-new in functionality
and are not necessarily brand name specific. Replaced parts become the property of Toshiba.
9. Additional Activities
9.1. Toshiba is not obligated, but may at its discretion and Customer’s approval perform the following services
and charge the Customer a time and material rate of $150 an hour for services associated with the
following:
Adjustments, repairs or replacements made necessary resulting from non-Toshiba Third Parties
performing any maintenance, repair or replacement;
Failures or damage resulting from accident, neglect, misuse, failure or inadequacy of electrical power
or air conditioning or humidity control, or any causes other than ordinary use of the equipment;
Damage to equipment that is placed in an area that does not conform to manufacturer’s electrical and
environmental requirements;
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Failure due to improper telephone or electrical power Acts of God, lightning or other incidents of excess
voltage or power surges;
Repairs necessary when Customer modifies, relocates, damages (including without limitation,
unavoidable accidents), abuses or misuses the Equipment (including without limitation, the spilling of
toner or other substance in the machine), and the breakage of lids, hinges, cassettes, etc.,
Repairs necessary when Equipment is altered, tampered, or interconnected with non-compatible
Equipment.
9.2. Outside of the Service Hours. After-hour services, weekend and Holidays are considered out-of-
scope activities that do not fall within the Service Hours. Toshiba, at its discretion with Customer’s consent
and direction, may provide the out-of-scope services, provided that proper authorization is received from
Customer. These services will be billed separately to Customer and the amounts so billed will be payable
to Toshiba according to the then current NASPO ValuePoint Master Agreement pricing.
9.3. Network/Software/Other/Supply Replacement. Requests for the following types of services are out-
of-scope and may be performed at Toshiba’s discretion with Customer’s consent, direction and proper
authorization. In the event Toshiba is willing to perform the tasks, Customer shall be billed in addition to time
spent and distance traveled fees for: (a) Driver support for single or individual user software applications
(Toshiba will provide installation support for two workstations upon new equipment delivery), (b) Service
requested to replace consumable items such as but not limited to printer supplies (paper, ink cartridges and
toner), power strips, and batteries.
10. Asset Management.
Within ninety (90) calendar days following the Effective Date, Toshiba shall develop and thereafter maintain a
comprehensive inventory of all Equipment that is discovered through Toshiba’s electronic discovery tool:
(a) equipment and network connections and infrastructure used by Toshiba to provide the services;
(b) equipment, software and network connections and infrastructure used by Customer in connection with the
Services. Toshiba shall provide an electronic copy of such inventory to Customer upon request.
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ATTACHMENT 11 – TOSHIBA ASSET RELOCATION REQUEST FORM
DATE OF REQUEST:
CUSTOMER INFORMATION
Purchase Order Number (if required) Date of Installation Contract Number Member #
Request for:
Relocation – One (1) free relocation move per asset per year. If move requires trained personnel, move must be supervised.
Note for the 2nd move, the installation, de-installation, freight and other additional fees may apply to the total cost of the equipment
move. Dealer will provide a quote to member and will bill direct at the agreed upon rate.
Return of Leased Asset (no cost)
Please allow 15-30 days for return processing
BILL TO INFORMATION
Customer Name
Street
City
State Zip Code
Contact Name
Contact Title
Telephone Number
Fax Number
CURRENT EQUIPMENT LOCATION NEW EQUIPMENT LOCATION
Customer Name
Department
Floor/Room/Suite
Customer Name
Department
Floor/Room/Suite
Street
Street
City
State
Zip Code
City
State
Zip Code
Contact Name
Contact Title
Contact Name
Contact Title
Telephone Number
Fax Number
Telephone Number
Fax Number
Model Number:
Serial Number:
Model Number:
Serial Number:
Meter Read
Pickup Date:
Meter Read
Delivery Date:
Name: Title: Date:
Signature:
Special Instructions/Removal Instructions
Customer must sign this form indicating consent to move or remove equipment. Send this form to
Operations via REQUESTOR AUTHORIZATION
FAX or EMAIL:
Operations Fax: 800.999.0057
Operations Email: naspo.orders@tabs.toshiba.com
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ATTACHMENT 12 – TOSHIBA FLEET MONITORING TOOL SITE SURVEY
The information in this survey allows Toshiba to provide the highest level of quality service. By filling out this
survey, you authorize Toshiba FMAudit Support to contact the individuals for implementation and account
management purposes.
Part I: Dealer Contact Information
1. Primary Contact Information
Contact Name:
Job Title:
Job Function:
Tel:
Email:
Part II: End-User Organizational Information
1. Company Information
*Company Name: NASPO ValuePoint
Company Address:
2. Primary Contact Information
Contact Name:
Job Title:
Job Function:
Tel:
Email:
3. IT Administration
Same as Primary:
Contact Name:
Job Title:
Job Function:
Tel:
Email:
*Note: Please do not change the Company Name. It must state, “NASPO Valuepoint.”
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Part III: Hosting System
a. What operating system will FMAudit Onsite be run on?
b. Is this operating system installed using 32 or 64 bit?
c. Does the server/workstation meet the
following minimum hardware requirements?
• 2.4 GHz processor
• 1 GB memory
• 1 GB free disk space
d. Does the server/workstation meet the following
minimum software requirements?
• One of the following Microsoft operating
systems:
I. Windows XP
II. Microsoft Windows 2003
III. Microsoft Vista/7/8
• Internet Explorer 7.0
• Windows .NET 2.0 Framework with SP2
Part IV: Network Infrastructure
a. Is SNMP traffic (port 161) blocked or restricted on
the network?
b. What SNMP community name is used for
communication with printer related devices?
(i.e. PUBLIC)
c. Are all printers on the WAN accessible from the
server/workstation where Onsite will be installed?
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Part V: Proxy / Firewall Restrictions
Answer the following questions if a proxy and/or firewall are present.
a. Is there a domain authenticated proxy?
b. Is there an IE passport authenticated proxy?
c. Will port 80 (HTTP) allow outgoing printer related data to
be transferred from the Onsite application back to the
Central application located within another facility?
d. Will port 443 (SSL / HTTPS) allow license related data
to be exchanged between the Onsite application and
the FMAudit license server?
e. Is there a firewall or router that will block outgoing XML
(SOAP) traffic?
(Note: some older Cisco products detect the XML data
exchange format as invalid HTTP traffic)
Part VI: Network Connected Printer Infrastructure
a. Approximately how many network connected
printers will be monitored?
b. Are any printers connected via Jet Direct or compatible
devices?
c. Is there a workstation firewall installed; if so what
product and version?
(i.e. Windows XP sp2 firewall)
(i.e. Windows XP sp2 firewall)
d. Is the Windows SNMP Provider service installed?
Part VII: Items to Prepare
a. Please attach a list of subnets where printer related products will be
discovered.
(i.e. 10.0.1.1-254, 10.0.1-254.1-254)
b. Please attach a list of networked printer names that will be monitored. These
will be cross referenced with known supported device lists to flag any potential
issues.
(i.e. HP LaserJet 2300)
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ATTACHMENT 13 – TOSHIBA EMETERS ONLINE INFORMATION AND INSTRUCTIONS
Meter reads can be submitted through Toshiba’s E-Meters Online (Online Web E-Meter Submission) system using the
Internet. Through E-Meter, you can submit your current meter reads for all equipment on a spreadsheet that can be
exported on the site and then MASS upload the reads for all devices. Or you can directly enter each meter read per
device on the web page.
When are meters due?
The eMeter Online website opens on the 26th of the prior month. Please submit your current meter reads from this date
through the 8th of the current month.
If the dates are missed above, you can go to the ‘Submitted Meter Read’ tab and edit the estimated meter read that
processes around the 9th of each month. Meter Reads can be changed from the 9th through the 14th. Billing occurs on the
15th therefore, the website is closed. The site does not open again until the 26 th of the month.
To enter a meter read, please follow the steps listed below. eMeters On line
Submission Instructions
1. Log onto FYI
2. Go to: Programs and click on Meters Online
3. Search by ‘ALL’ or Customer Name.
4. Enter the meter read by device.
5. Or export the upload spreadsheet, enter the meter reads, then save the document.
6. The on the website click on the upload spreadsheet, retrieve your data and hit submit. All reads should
automatically update. If any fallout, a message will be displayed.
Should you have any questions on submitting your meters on line please either email
tabs.fsm@tabs.toshiba.com or call (800) 866-4361, select option 1.
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ATTACHMENT 14 – TOSHIBA STATEMENT OF SERVICES
Client Contractor
<enter Client Principal Contact Name> <enter Authorized Contractor name>
Printed Name Printed Name
<enter Client Principal Title>
<enter Authorized Contractor Title >
Printed Title Printed Title
Signature (Authorized Client) Signature (Authorized Contractor)
<enter Client SOS Signing Date>
<enter Authorized Contractor SOS Signing Date>
Date Date
This Statement of Services (“SOS”) is made by and between Toshiba America Business Solutions, Inc. (“TABS”),
including its division Toshiba Business Solutions (“TBS”), with its headquarters located at 25530 Commercentre
Drive, Lake Forest, CA 92630 (collectively or individually TABS and TBS shall be referred to as the “Contractor”),
and <enter Client Legal Name> located at <enter Client Location> (the “Client”).
This SOS describes the project and details the services and deliverables (hereinafter collectively known as “Project
Services”) associated with the <enter Solution Name> project (the “Project”).
Project Services shall be provided pursuant to the “Project Contract” which consists of (i) this SOS together with (ii)
the Master Software and Services Agreement (“MSSA”) <enter Specific MSSA Name> between Contractor and its
Client (the “Services Agreement”). This SOS is subject and subordinate to the MSSA. To the extent the terms and
conditions of the Services Agreement and SOS conflict, the SOS shall prevail.
1. Project Contacts
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2. Introduction
Client’s acceptance of this SOS shall be authorization for Contractor’s performance of the Project Services set
forth in this SOS. Contractor reserves the right to utilize subContractors and sub-subContractors (collectively
known as “Sub-Contractors”) in performance of the Project Services. Contractor represents that all its Sub-
Contractors (i) will be competent to perform the Project Services; (ii) will exercise commercially reasonable
standards in performing these Project Services; and (iii) will comply with all terms and conditions applicable to
Contractor in the performance of the Project Services.
The purposes of the SOS are to (i) specify the work to be completed by the Contractor during phases of the
Project; (ii) detail the obligations of the Contractor and the Client; and (iii) set forth the Project schedule and
fees.
Contractor has prepared this SOS to detail the scope of Project Services and costs for the Project Services.
The costs stated were derived by drawing from Contractor’s experience with similar engagements and using
preliminary information received from Client.
3. Project Objective
Based on the agreed upon business requirements, Contractor will provide design, implementation, training,
and support services to the following locations:
4. SOS Addendums
The SOS Addenda are supplementary documents that detail the specific deliverables and responsibilities by
party. The relevant addendum is predicated upon whether your solution is a cloud solution, non-cloud
solution, or mix of both. The SOS Addenda describe the Project Deliverables, Client and Contractor
Responsibilities, Professional Services and Licensing Fees, Project Plan, Support Escalation Process, Pricing
Schedule, Business Requirements, Functional Design, Change Order Authorization, and Solution Delivery
and Acceptance.
A checkmark incorporates the referenced document into this agreement.
☐Statement of Services - Addendum A (Cloud Solution).
☐Statement of Services - Addendum B (On-Premises Solution).
☐Statement of Services - Addendum C (Hybrid Solution).
Project Deliverable(s)
Based on the agreed upon business requirements, Contractor will provide the following:
Statement of Service (SOS).
Master Software and Services Agreement (MSSA).
Professional Services as defined in the SOS.
Software documentation is provided with the Contractor provided Software.
User and Administration manual.
User Acceptance Testing Recommendations.
NOTE: For the on-premises components of the deployed solution, it is the responsibility of the Client to meet
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the minimum installation pre-requisites provided to them prior to the installation of the software.
5. Services
Contractor will provide the following services:
Consult with Client personnel to implement the solution.
Inform the Client IT personnel on the features of the solution.
Deployment, configuration, and integration of solution.
Training:
o Administrative training.
o End user to use the solution.
Provide Details of the Services being rendered for the specific solution implemented. Remove these
highlighted notes prior to submission of this SOS to Client.
<Replace this line with details of the services being provided for this solution>
6. Project Milestones
Notes: The milestones table below is intended as a sample. Update as needed. Remove the highlighted notes
prior to submission of this SOS to Client.
7. Completion Criteria
When the services detailed in this SOS have been completed and demonstrated, the project will be
considered complete, and Contractor will request Client signoff of the Solutions Delivery and Acceptance
document referenced in this SOS within 15 days of Project Plan completion.
8. Change Management
This SOS is intended to provide, as much as possible, a clear understanding of the responsibilities of the
parties concerning these Project Services. Changes to the scope, assumptions, personnel, environment,
dependencies, timeline, Software or Deliverables post execution of this SOS will be communicated in writing
and agreed to by both Contractor and Client via Contractor’s Project Management personnel. A Change
Order Authorization ("COA”) form will be added to this agreement to amend and set forth the effective date,
purpose, description, and price, if applicable.
The work required to address these changes will be scoped and presented to Client as a COA with any
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additional time, materials, or cost. The following list provides a detailed process to follow if changes to the
scope of this SOS are required.
A COA will be the vehicle for communicating change and will be prepared by the Contractor lead
Solutions Analyst assigned to this project. The COA must describe the change, the reason for the
change, and the effect the change will have on the project.
Both Client and Contractor will review the proposed change and approve. The review will determine
the effect the COA will have on price, schedule, and other terms and conditions of this SOS.
Both parties must sign a written COA to authorize the implementation of any changes.
9. Support
Contractor will provide implementation support for this project through to its completion. This includes but is
not limited to ensuring installed applications are performing to manufacturer’s specifications.
Upon completion of the project, and provided client is up to date with their maintenance and support
payments, Client will have access to a Contractor support engineer for technical issues. Support will continue
to be available throughout the term of the contract and upon renewal of the contract.
10. SOS – Assumptions
The following are the general assumptions on which this SOS and Professional Services Fee are based. If
any of these assumptions either change or are incorrect a COA may be required, which may result in
additional Professional Services fees.
Building environmental conditions that are within equipment specifications for airflow, temperature,
humidity, and electrical quality.
Project work will be performed during normal business hours Monday through Friday 8 a.m. to 5 p.m. local
time, excluding holidays. Client will provide unimpeded access to equipment and facilities. If access delays
occur, work performed outside of normal business hours may incur an overtime premium.
Contractor:
o Is not responsible for any conflicts with existing hardware or software that is no longer supported
by the manufacturer.
o Is only responsible for integration tasks outlined in this proposed SOS.
o At Contractor’s discretion project work may be provided remotely in whole, or in part.
All systems will be installed in US English (other localized language configurations can be provided
at an incremental cost).
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Exhibit A: Referenced Documents Table
A checkmark incorporates the document into this agreement.
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ATTACHMENT 15 – TOSHIBA SAAS STATEMENT OF SERVICES
This addendum is hereby incorporated by reference as Addendum A to the Statement Of Service (“SOS”) by and
between Toshiba America Business Solutions, Inc. (“Contractor”) and (“Client”).
Associated Project SOS Name: <Enter Associated Proejct SOS Name Here>
Associated Project MSSA Name: <Enter Associated Proejct MSSA Name Here>
Client Responsibilities
The following activities are the responsibility of Client.
The “Client Responsibilities – Details” is the Solution specific activities that are defined as the responsibility of
Client. If any of these responsibilities either change or are incorrect a (COA) Change Order Authorization may be
required, which may result in additional Professional Services fees.
Ensure that all applications and data are successfully backed up prior to Contractor beginning project
services detailed in the SOS.
Provide technical and application support for configuration and testing of Client specific information.
Contractor does not warrant Client applications.
Provide systems personnel for the project familiar with all aspects of Client’s enterprise configuration –
security, remote access, domain structure, WAN/LAN connectivity, applications used for this project – to
work in conjunction with the Contractor team on this implementation. Additionally, a desktop technician
may be required to perform Client -side duties.
Make available all the appropriate resources, systems, network access, reports and any/all other data
elements required for Contractor to complete the deliverables and other research necessary to complete
this project as contained herein.
Provide a dedicated project manager or coordinator to provide management, reporting, day to day project
tracking, move/add/change requirements, and cross-coordination of requirements.
Network connectivity between all solution components.
Deploy Solution to Client end-user desktops (if required).
Identify a Project Sponsor with sign-off authority and ability to facilitate Client stakeholder participation.
Report on any Client technical or resource issues that would delay, hinder, or adversely affect the
deployment of the solution or its performance in the Client environment.
Allow for the distribution of Solution upgrades to Client PC's as needed.
Accept title and/or license upon delivery/installation for product and/or Solution purchased if applicable.
Sign appropriate Contractor finance document for leased or financed transactions.
Contractor Responsibilities
The following activities are the responsibility of Contractor.
The “Contractor Responsibilities – Details” is the Solution specific activities that are defined as the responsibility
of Client. If any of these responsibilities either change or are incorrect a COA may be required, which may result
in additional Professional Services fees.
Solution license key.
Technical specifications for implementation.
Email and phone support for the duration of the contract.
Technical Services included in the scope herein.
Configuration of the Solution components.
Solution training.
Solution revisions, updates, and patches during the term of the agreement.
Support for the Solution updates for any of the on-premises components of the solutions defined in this
SOS is included in this Agreement.
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Support
Contractor will provide implementation support for this project through to its completion. This includes but is not
limited to ensuring installed applications are performing to manufacturer’s specifications.
Upon completion of the project, Client will have access to a Contractor support Engineer for technical issues.
Support will continue to be available throughout the term of the contract and upon renewal of the contract.
Professional Services and License Fees
A checkmark incorporates the referenced table into this agreement.
☐ TABLE 1: SaaS FEES:
This is a fixed fee engagement. If applicable the Professional Services fees for this project are included in the
terms of the lease agreement signed by Client. Any changes to this SOS will require a Change Order executed
and agreed upon by both parties. Contractor cannot perform work outside of the scope of this SOS without an
authorized Change Order signed by Client.
Services Fees
Initial Investment $<Enter Initial Client’s Payment Here>
License Fees $<Enter Licensing Fee Here> (renewable annually)
(includes M&S)
Taxes, if applicable, are not included and will be invoiced separately.
This document is valid for a period of 30 days from the cover date; after this date it may be revised upon consent
by Contractor.
Expenses associated with travel, overnight stays, etc., for the hours estimated in this SOS are included in the
estimate of this project.
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ATTACHMENT 16 – TOSHIBA ON-PREMISES STATEMENT OF SERVICES
This addendum is hereby incorporated by reference as Addendum B to the Statement Of Service (“SOS”) by and
between Toshiba America Business Solutions, Inc. (“Contractor”) and (“Client”).
Associated Project SOS Name: <Enter Associated Proejct SOS Name Here>
Associated Project MSSA Name: <Enter Associated Proejct MSSA Name Here>
Client Responsibilities
The following activities are the responsibility of Client.
The “Client Responsibilities – Details” is the Solution specific activities that are defined as the responsibility of
Client. If any of these responsibilities either change or are incorrect a COA may be required, which may result in
additional Professional Services fees. Please review this section to make sure these responsibilities are correct.
Ensure that all applications and data are successfully backed up prior to Contractor beginning work.
Contractor is not responsible for any lost information.
Provide original manufacturer documentation for all existing hardware and Solution.
Provide Backup equipment and media.
Provide UPS equipment and media.
Provide technical and application support for configuration and testing of Client specific information.
Contractor does not warrant Client applications.
Provide systems personnel for the project familiar with all aspects of Client’s enterprise configuratio n –
security, remote access, domain structure, WAN/LAN connectivity, applications used for this project – to
work in conjunction with the Contractor team on this implementation. Additionally, a desktop technician
may be required to perform Client - side duties.
Make available all the appropriate resources, systems, network access, reports and any/all other data
elements required for Contractor to complete the deliverables and other research necessary to complete
this project as contained herein.
Provide a dedicated project manager or coordinator to provide management, reporting, day to day project
tracking, move/add/change requirements, and cross-coordination of requirements.
Network configuration information to assist in solution design.
Deploy Solution to Client end-user desktops (if required).
Suitable hardware to host the Solution application components.
Suitable Operating Systems Solution and licenses for the above.
Identify a Project Sponsor with sign-off authority and ability to facilitate Client stakeholder participation.
Report on any Client technical or resource issues that would delay, hinder or adversely affect the
deployment of the solution or its performance in the Client environment.
Provide the appropriate physical and network access to onsite resources, including IT area and all
necessary fees, licenses, and release forms, related to photos, logos, and imagery that are to be
provided to Contractor.
Provide a workspace for Contractor staff to use if on-site work is required.
Allow for the distribution of Solution upgrades to Client PCs as needed.
Hardware and Solution maintenance for all servers.
System Maintenance Tasks:
o Resolution of Solution system alerts as listed in the solution application.
o Daily monitoring of Server Health.
o Backup of all Solution data and system settings.
o Distribution of Solution upgrades to Client PCs as needed.
o Installation and deployment of Solution updates.
o Inclusion of Solution servers in routine maintenance activities (anti-virus, backup, etc.).
Accept title and/or license upon delivery/installation for product and/or Solution purchased if applicable.
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Sign appropriate Contractor finance document for leased or financed transactions.
Contractor Responsibilities
The following activities are the responsibility of Contractor.
The “Contractor Responsibilities – Details” is the Solution specific activities that are defined as the responsibility
of Contractor. If any of these responsibilities either change or are incorrect a COA may be required, which may
result in additional Professional Services fees.
Solution License Key.
Technical specification for implementation.
Installation of the Solution components.
Email and phone support for the duration of the contract.
Technical Services included in the scope herein.
Configuration of the Solution components.
Solution training.
Solution revisions, updates, and patches during the term of the agreement.
Support for the download of Solution updates for the solutions defined in this SOS is included in this
Agreement.
Services associated with this installation and deployment of updates, patches, bug fixes and updates for
the components of the solutions defined in this SOS are outside of this agreement and will require a
separate project plan and SOS.
Support
Contractor will provide implementation support for this project through to its completion. This includes but is
not limited to ensuring installed applications are performing to manufacturer’s specifications.
Upon completion of the project, Client will have access to a Contractor support Engineer for technical issues.
Support will continue to be available throughout the term of the contract and upon renewal of the contract.
Note: If applicable, refer to the Statement of Services Support Escalation Process - Addendum E
document referenced in this SOS for support details.
Professional Services and License Fees
A checkmark incorporates the referenced document into this agreement.
TABLE 1: FIXED FEE ENGAGEMENT:
This is a fixed fee engagement. If applicable the Professional Services fees for this project are included in the
terms of the lease agreement signed by Client. Any changes to this SOS will require a Change Order executed
and agreed upon by both parties. Contractor cannot perform work outside of the scope of this SOS without an
authorized Change Order signed by Client.
Professional Service Fees $XXXXXX.XX
Taxes, if applicable, are not included and will be invoiced separately.
This document is valid for a period of 30 days from the cover date; after this date it may be revised upon consent
by Contractor.
Expenses associated with travel, overnight stays, etc., for the hours estimated in this SOS are included in the
estimate of this project.
__________________________________________________________
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☐ TABLE 2: TIME AND MATERIALS ENGAGEMENT:
This is a time and materials engagement. The Professional Services fees for this project are inclusive for up to
XX hours. The hours are an estimate based upon our current understanding of the project. Any changes t o this
Statement of Service will require a Change Order executed and agreed upon by both parties. Contractor cannot
perform work outside of the scope of this SOS without an authorized Change Order signed by Client.
Professional Service Fees $XXXXXX.XX
Taxes, if applicable, are not included and will be invoiced separately.
This document is valid for a period of 30 days from the cover date; after this date it may be revised.
Expenses associated with travel, overnight stays, etc., for the hours estimated in this SOS are included in the
estimate of this project.
_____________________________________________________________
☐ TABLE 3: BLOCK OF HOURS ENGAGEMENT:
This is a Block of Hours engagement. The Professional Services fees for this project are limited to XX hours. If
additional hours are required, additional Block of Hours must be purchased using a Change Order executed and
agreed upon by both parties. Contractor cannot perform work outside of the scope of this SOS without an
authorized Change Order signed by Client.
Professional Service Fees $XXXXXX.XX
Taxes, if applicable, are not included and will be invoiced separately.
This document is valid for a period of 30 days from the cover date; after this date it may be revised.
Expenses associated with travel, overnight stays, etc., for the hours estimated in this SOS are included in the
estimate of this project.
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ATTACHMENT 17 – TOSHIBA HYBRID STATEMENT OF SERVICES
This addendum is hereby incorporated by reference as Addendum C to the Statement Of Service (“SOS”) by
and between Toshiba America Business Solutions, Inc. (“Contractor”) and (“Client”).
Associated Project SOS Name: <Enter Associated Proejct SOS Name Here>
Associated Project MSSA Name: <Enter Associated Proejct MSSA Name Here>
Client Responsibilities
The following activities are the responsibility of Client.
The “Client Responsibilities – Details” is the Solution specific activities that are defined as the responsibility of
Client. If any of these responsibilities either change or are incorrect a (COA) Change Order Authorization may be
required, which may result in additional Professional Services fees.
Ensure that all applications and data are successfully backed up prior to Contractor beginning project
services detailed in the SOS.
Provide technical and application support for configuration and testing of Client specific information.
Contractor does not warrant Client applications.
Provide systems personnel for the project familiar with all aspects of Client’s enterprise configuration –
security, remote access, domain structure, WAN/LAN connectivity, applications used for this project – to
work in conjunction with the Contractor team on this implementation. Additionally, a desktop technician
may be required to perform Client -side duties.
Make available all the appropriate resources, systems, network access, reports and any/all other data
elements required for Contractor to complete the deliverables and other research necessary to complete
this project as contained herein.
Provide a dedicated project manager or coordinator to provide management, reporting, day to day project
tracking, move/add/change requirements, and cross-coordination of requirements.
Network connectivity between all solution components.
Deploy Solution to Client end-user desktops (if required).
Identify a Project Sponsor with sign-off authority and ability to facilitate Client stakeholder participation.
Report on any Client technical or resource issues that would delay, hinder, or adversely affect the
deployment of the solution or its performance in the Client environment.
Allow for the distribution of Solution upgrades to Client PC's as needed.
Accept title and/or license upon delivery/installation for product and/or Solution purchased if applicable.
Sign appropriate Contractor finance document for leased or financed transactions.
Specific to on-premises components - Client responsibilities:
Suitable hardware to host the Solution application components.
Suitable Operating System Solution and licenses for the hardware provided.
Network configuration information to assist in solution design.
Deploy Solution with the assistance of Client IT Personnel to Client desktops (if required).
Provide a workspace for Contractor staff to use if on-site work is required.
Provide Backup equipment and media.
Provide UPS equipment and media.
Hardware and Solution maintenance for all servers.
System Maintenance Tasks:
o Resolution of Solution system alerts as listed in the solution application.
o Daily monitoring of Server Health.
o Backup of all Solution data and system settings.
o Distribution of Solution upgrades to Client PC's as needed.
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o Installation and deployment of Solution updates.
o Inclusion of Solution servers in routine maintenance activities (anti-virus, backup, etc.).
Contractor Responsibilities
The following activities are the responsibility of Contractor.
The “Contractor Responsibilities – Details” is the Solution specific activities that are defined as the responsibility
of Contractor. If any of these responsibilities either change or are incorrect a COA may be required, which may
result in additional Professional Services fees.
Solution license key.
Technical specifications for implementation.
Email and phone support for the duration of the contract.
Technical Services included in the scope herein.
Configuration of the Solution components.
Solution training.
Solution revisions, updates, and patches during the term of the agreement.
Support for the Solution updates for any of the on-premises components of the solutions defined in this
SOS is included in this Agreement.
Support
Contractor will provide implementation support for this project through to its completion. This includes but is not
limited to ensuring installed applications are performing to manufacturer’s specifications.
Upon completion of the project, Client will have access to a Contractor support Engineer for technical issues.
Support will continue to be available throughout the term of the contract and upon renewal of the contract.
Professional Services and License Fees
A checkmark incorporates the referenced table into this agreement.
☐ TABLE 1: SaaS FEES:
This is a fixed fee engagement. If applicable the Professional Services fees for this project are included in the
terms of the lease agreement signed by Client. Any changes to this SOS will require a Change Order executed
and agreed upon by both parties. Contractor cannot perform work outside of the scope of this SOS without an
authorized Change Order signed by Client.
Services Fees
Initial Investment $<Enter Initial Client’s Payment Here>
License Fees $<Enter Licensing Fee Here> (renewable annually)
(includes M&S)
Taxes, if applicable, are not included and will be invoiced separately.
This document is valid for a period of 30 days from the cover date; after this date it may be revised upon consent
by Contractor.
Expenses associated with travel, overnight stays, etc., for the hours estimated in this SOS are included in the
estimate of this project.
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ATTACHMENT 18 – TOSHIBA MASTER SOFTWARE AND SERVICES AGREEMENT
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DocuSign Envelope ID: C764E410-020D-4DE5-99C8-4C5B8EF55B29
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 104
DocuSign Envelope ID: C764E410-020D-4DE5-99C8-4C5B8EF55B29
RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 105
DocuSign Envelope ID: C764E410-020D-4DE5-99C8-4C5B8EF55B29
Alternate Contract Source (ACS)
No. 44100000-24-NASPO-ACS
For
Multi-Function Devices, Copiers, and Related Software and Services
Page 1 of 3
This Alternate Contract Source No. 44100000-24-NASPO-ACS for Multi-Function Devices,
Copiers, and Related Software and Services (Contract), is between the Department of
Management Services (Department), an agency of the State of Florida (State), located at 4050
Esplanade Way, Tallahassee, FL 32399 and Toshiba America Business Solutions, Inc.
(Contractor), located at 25530 Commercentre Drive, Lake Forest, CA 92630, collectively referred
to herein as the “Parties.”
WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:
To evaluate contracts let by the Federal Government, another state, or a political subd ivision for
the provision of commodities and contract services, and, if it is determined by the Secretary of
Management Services in writing to be cost-effective and the best value to the state, to enter into
a written agreement authorizing an agency to make purchases under such contract;
WHEREAS, the State of Colorado through NASPO, competitively procured multi-function devices
and related software, services, and cloud solutions and executed Master Contract No. 188037,
Multi-Function Devices and Related Software, Servies, and Cloud Solutions (Master Contract),
with the Contractor;
WHEREAS, the Secretary evaluated the Master Contract and determined that use of the Master
Contract is cost-effective and the best value to the state.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Contract became effective August 1, 2024, and its term currently ends on July 31,
2026. The Master Contract has three (3) years of renewals available. The Contract will
become effective on August 1, 2024 or on the date signed by all Parties, whichever is later.
The Contract will expire on July 31, 2026 unless terminated earlier or renewed in accordance
with Exhibit A, Additional Special Contract Conditions.
2. Order of Precedence.
This Contract document and the attached exhibits constitute the Contract and the entire
understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute the
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Alternate Contract Source (ACS)
No. 44100000-24-NASPO-ACS
For
Multi-Function Devices and Related Software, Services, and Cloud Solutions
Page 2 of 3
Participating Addendum to the Master Contract and modify or supplement the terms and
conditions of the Master Contract. All exhibits listed below are incorporated by reference into,
and form part of, this Contract. In the event of a conflict, the following order of precedence
shall apply:
a) This Contract document
b) Exhibit A: Additional Special Contract Conditions
c) Exhibit B: Special Contract Conditions
d) Exhibit C: Price Sheet
e) Exhibit D: Preferred Pricing Affidavit
f) Exhibit E: Master Contract (including any amendments made prior to the effective date
of this Contract and any subsequent amendments added to this Contract in accordance
with the Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Contract, such citation or reference shall be replaced by the
comparable Florida law or regulation.
3. Purchases off this Contract.
Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes,
may purchase products and services under this Contract. Any entity making a purchase off of
this Contract acknowledges and agrees to be bound by the terms and conditions of this
Contract. The Contractor shall adhere to the terms included in any contract or purchase orders
issued pursuant to this Contract.
4. Primary Contacts.
Department’s Contract Manager:
Christopher McMullen
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 922-9867
Email: christopher.mcmullen@dms.fl.gov
Contractor’s Contract Manager:
Jeff Ballard
Toshiba America Business Solutions, Inc.
25530 Commercentre Drive
Lake Forest, CA 92630-8855
Telephone: (949) 462-6327
Email: TABS-NASPO@tabs.toshiba.com
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Alternate Contract Source (ACS)
No. 44100000-24-NASPO-ACS
For
Multi-Function Devices and Related Software, Services, and Cloud Solutions
Page 3 of 3
5. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Contract after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
TOSHIBA AMERICA BUSINESS DEPARTMENT OF MANAGEMENT SERVICES
SOLUTIONS, INC.
_____________________________ _______________________________
Larry White, President & CEO Pedro Allende, Secretary
_____________________________ _______________________________
Date: Date:
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
8/5/2024 | 2:55 PM EDT 8/7/2024 | 9:05 AM EDT
1
EXHIBIT A
ADDITIONAL SPECIAL CONTRACT CONDITIONS
The Contractor and agencies, as defined in section 287.012, Florida Statutes acknowledge and
agree to be bound by the terms and conditions of the Master Contract except as otherwise
specified in the Contract, which includes the Special Contract Conditions and these Additional
Special Contract Conditions.
A. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
MyFloridaMarketPlace (MFMP) purchase orders.
B. Contractor and Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers:
By execution of a Contract, the Contractor acknowledges that it will not be released of its
contractual obligations to the Department or state agencies because of any failure of an
affiliate, partner, subcontractor, reseller, distributor, or dealer. The Contractor is
responsible for ensuring that its affiliates, partners, subcontractors, resellers, distributors,
and dealers providing commodities and performing services in furtherance of the Contract
do so in compliance with the terms and conditions of the Contract. The Contractor is fully
responsible for satisfactory completion of all work performed under the Contract.
All Contractors and resellers authorized in the State of Florida are listed in the Contractor’s
Authorized Dealer List, which is available on the NASPO ValuePoint website, and in the
Contractor’s Authorized Resellers List, which is available on the DMS State Contracts and
Agreements website, and are approved to accept orders and provide sales, service
support, and invoicing to participants in the NASPO ValuePoint Master Contract. The
Contractor’s dealer participation will be in accordance with the terms and conditions set
forth in the Master Contract and this Participating Addendum.
C. Preferred Pricing: It is the responsibility of the Contractor to provide a completed Preferred
Pricing Affidavit upon Contract execution and annually thereafter throughout the Contract
term in accordance with the Special Contract Conditions.
D. Purchases Prerequisites: Contractor must ensure that entities receiving payment directly
from Customers (herein used interchangeably with "Purchasing Entity") under this
Contract must have met the following requirements:
Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbiz.org), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
Be registered in the MFMP Vendor Information Portal (https://vendor.
myfloridamarketplace.com).
Have a current W -9 filed with the Florida Department of Financial Services
(https://flvendor.myfloridacfo.com)
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
E. The following Products and Services are included in this contract portfolio:
Group A – MFD, A3
Group B – MFD, A4
Group D – Single-function Printers
Group E – Large/Wide Format Equipment
Group G – Software
Group H – Consumable Supplies
Group I - Managed Print Services (MPS)
Sub-Group G1 – Software Related Services
Sub-Group D1 – Specialty Printers
Accessories for Discontinued Base Units
Maintenance Services for new, remanufactured, refurbished, and legacy devices
F. Lease and Rental Agreements:
Lease and Rental Terms: Equipment leases and rentals are subject to the Terms and
Conditions as set forth in the Master Contract and Toshiba America Business Solutions,
Inc.’s applicable Supplemental Documents, which are attached to the Master Contract,
unless otherwise agreed to by a Participating State or Entity; provided, however, that such
leases or rentals shall not be subject to termination charges. To initiate a lease or rental,
Purchasing Entity may issue a Purchase Order (“PO”) and reference the type of lease or
rental (FMV Lease, Straight Lease, Capital Lease, Short-Term Rental or Cancellable
Rental) on the PO or may simply sign other transactional documents deemed acceptable to
the parties, providing Contractor does not provide the Purchasing Entity with any documents
(besides EULA’s) that have not been approved by the Lead State.
Assignment: Contractor may assign, solely for financing purposes, upon written notification
to and subsequent approval by the State of Florida, their right title and interest in and to: (i)
the Products subject to the Lease Agreement; (ii) all payments and other amounts due and
to become due thereunder with respect to the Products; and (iii) all rights and remedies
under this Participating Addendum with respect to the Products, such payments and other
amounts due. Any such assignment however, does not excuse Contractor from fulfilling their
obligations outlined in the terms and conditions of either the NASPO ValuePoint Master
Contract #188037 or the Participating Addendum. Contractor intends to assign, solely for
financing purposes, rights as set forth immediately above and this paragraph constitutes the
required written notification to the State of Florida.
All lease and rental programs must remain with the Contractor, Authorized Dealers,
Contractor’s leasing partners, or third-party financial institutions throughout the term of the
agreement.
End of Term Notification: Contractor must notify a Purchasing Entity, in writing, of their End
of Term options at least sixty (60) to ninety (90) days prior to the end of any Initial Lease or
Rental Term. Such notification may include, but not be limited to, the following:
i. Any acquisition or return options, based on the type of lease or rental agreement;
ii. Any renewal options, if applicable; and/or
iii. Hard drive removal and surrender cost, if applicable.
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
End of Term Options: If a Purchasing Entity desires to exercise a purchase, renewal, or
return of the Equipment, it shall give Contractor at least thirty (30) days written notice prior
to the expiration of such lease or rental term. Notwithstanding anything to the contrary, if
Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a
purchase, renewal, or return of the Equipment, the Initial Lease or Rental Term shall be
terminated on the date as stated in the Order and removal of the Product will be mutually
arranged.
G. Product Installation & Invoicing: Unless otherwise agreed to by both parties, signing the
delivery and acceptance (“D&A”) certificate constitutes Acceptance of the Device(s) and
allows Contractor to invoice for the Device(s). Failure to sign the D&A or reject the
Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the
Purchasing Entity.
Contractor will provide timely billing and Purchasing Entity will notify Contractor, in writing,
of any billing concern. In order for Contractor to generate accurate service invoices,
Purchasing Entities shall provide meter reads within the Contractor(s) requested
timeframe.
Invoices that are generated without receiving the proper meter-read information from the
Purchasing Entity will not be considered inaccurate.
The Purchasing Entity shall provide written notice of any alleged invoicing issue(s) and
the Contractor will be allowed a thirty (30) day cure period to address any such issue.
Failure on the Contractors part to maintain accurate invoicing shall result in a $25.00 per
instance credit on the following month’s invoice.
H. Not Specifically Priced (“NSP”) Open Market Items: Not Specifically Priced (NSP) items
compliment or enhance the Products and/or Services offered under the resulting Master
Contract, and may be purchased as a stand-alone option. NSP items will not include:
i) Interactive White boards;
ii) Computers, monitors, or other related items;
iii) Fax machines;
iv) Overhead Projectors; and
v) Cameras.
NSP items may only be acquired through the Contractor or their Authorized Dealers and
must be reported quarterly with all other sales under the resulting Master Contract. NSP
items must be priced at a minimum discount of 15% from MSRP or List Price. The
maximum allowable amount of all NSP items in a single Order shall be determined by the
Participating State or Entity.
I. Showroom Equipment: Upon request by a Purchasing Entity, showroom Equipment for
Groups A and B may be converted to a purchase, lease, or rental providing the following
conditions are met:
a. The meter count on Group A and Group B Devices does not exceed 10,000 copies
total (i.e. b&w and color combined); and
b. The Device must be discounted by at least 5% off the Master Contract pricing for
that same Device; and
c. The Purchasing Entity and the Contractor must indicate on the Order that the
Device is a showroom model.
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
J. Software: Purchasing Entities that acquire software shall be subject to the license
agreements distributed with such software. Software subscriptions shall not be subject to
automatic renewals, unless otherwise agreed to in an Order. Purchasing Entities shall
have the option to finance software subscriptions by utilizing Contractor lease and rental
rates. Notwithstanding the foregoing, in the event of a conflict in language between an end
user license agreement (EULA) and the Master Contract, the language in the Master
Contract will supersede and control, unless otherwise agreed to by a Participating State
or Entity. In addition, any language in a EULA which violates a Participating State’s
constitution or a statute of that state; or violates the laws of a local entity making a
purchase, will be deemed void, and of no force or effect.
K. Maintenance Service Level Agreements: Purchasing Entities are subject to the
Contractor’s Standard Service Levels as outlined in the Master Contract, Contractor’s
Supplemental Documents, or as otherwise negotiated by the Participating State or Entity.
L. Managed Print Services (“MPS”) Level Agreement: Purchasing Entities are subject to the
Contractor’s “Sample MPS Statement of Work” provided in Master Contract Attachment
10 (Toshiba’s Sample MPS Statement of Work), or a similar format approved by both
parties. Contractor may not provide MPS maintenance or repair Services on any Devices
that are being leased or rented to a Purchasing Entity by another Manufacturer, unless
they have a written agreement with the Manufacturer to do so. All MPS engagements shall
require the Contractor and Purchasing Entity to complete a detailed statement of work,
which must be approved by both parties prior to the initiation of any engagement.
M. Punchout Catalog and Electronic Invoicing.
The Contractor is encouraged to provide a MFMP punchout catalog. The punchout catalog
provides an alternative mechanism for suppliers to offer the State access to Products
awarded under the Contract. The punchout catalog also allows for direct communication
between the MFMP eProcurement System and a supplier’s Enterprise Resource Planning
(ERP) system, which can reflect real-time Product inventory/availability information.
Through utilization of the punchout catalog model, a Florida buyer will “punch out” to a
supplier’s website. Using the search tools on the supplier’s Florida punchout catalog site,
the user selects the desired Products. When complete, the user exits the supplier’s
punchout catalog site and the shopping cart (full of Products) is “brought back” to MFMP.
No orders are sent to a supplier when the user exits the supplier’s punchout catalog site.
Instead, the chosen Products are “brought back” to MFMP as line items in a purchase
order. The user can then proceed through the normal workflow steps, which may include
adding/editing the Products (i.e., line items) in the purchase order. An order is not
submitted to a supplier until the user approves and submits the purchase order, at which
point the supplier receives an email with the order details.
The Contractor may supply electronic invoices in lieu of paper-based invoices for those
transactions processed through MFMP. Electronic invoices may be submitted to the
agency through one of the mechanisms as listed below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an Electronic Data Interchange (EDI) environment. This
transaction set can be used for invoicing via the Ariba Network (AN) for catalog and
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
non-catalog goods and services.
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog
and non-catalog goods and services. Contractors have the ability to create an
invoice directly from their inbox in their AN account by simply "flipping" the PO into
an invoice. This option does not require any special software or technical
capabilities.
The Contractor warrants and represents that it is authorized and empowered to and
hereby grants the State and the third-party provider of MFMP, a State contractor, the
right and license to use, reproduce, transmit, distribute, and publicly display within
MFMP. In addition, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third-party provider the right and
license to reproduce and display within MFMP the Contractor's trademarks, system
marks, logos, trade dress, or other branding designation that identifies the products
made available by the Contractor under the Contract.
N. Contract Reporting: The Contractor shall provide the Department the following accurate
and complete reports associated with this Contract.
1) Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales
Reports in the manner and format required by the Department within 30 calendar
days after the close of each State fiscal quarter (the State’s fiscal quarters close on
September 30, December 31, March 31, and June 30).
The Quarterly Sales Report template can be found here: Quarterly Sales Report
Format / Vendor Resources / State Purchasing / Business Operations / Florida
Department of Management Services - DMS (myflorida.com). Initiation and
submission of the most recent version of the Quarterly Sales Report posted on the
DMS website is the responsibility of the Contractor without prompting or notification
from the Department. Sales will be reviewed on a quarterly basis. If no sales are
recorded in two consecutive quarters, the Contractor may be placed on probationary
status, or the Department may terminate the Contract. Failure to provide the Quarterly
Sales Report, or other reports requested by the Department, will result in the
imposition of financial consequences and may result in the Contractor being found in
default and the termination of the Contract.
2) Certified and Minority Business Enterprises Reports. Upon Customer request, the
Contractor shall report to each Customer spend with certified and other minority
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional Contract sales
information such as copies of purchase orders or ad hoc sales reports. The Contractor
shall submit these documents and reports in the format acceptable to the Department
and within the timeframe specified by the Department.
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
4) MFMP Transaction Fee Reports. The Contractor shall submit complete monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after
the end of each month. Information on how to submit MFMP Transaction Fee Reports
online can be located at
https://www.dms.myflorida.com/business_operations/state_/myfloridamarketplace/mf
mp_vendors/transaction_fee_and_reporting. Assistance with transaction fee reporting
is also available by email at feeprocessing@myfloridamarketplace.com or telephone
at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.
O. Financial Consequences: The Department reserves the right to impose financial
consequences when the Contractor fails to comply with the requirements of the Contract.
The following financial consequences will apply for the Contractor’s non-performance
under the Contract. The Customer and the Contractor may agree to add additional
Financial Consequences on an as-needed basis beyond those stated herein to apply to
that Customer’s resultant contract or purchase order. The State of Florida reserves the
right to withhold payment or implement other appropriate remedies, such as Contract
termination or nonrenewal, when the Contractor has failed to comply with the provisions
of the Contract. The Contractor and the Department agree that financial consequences for
non-performance are an estimate of damages which are difficult to ascertain and are not
penalties.
The financial consequences below will be paid and received by the Department of
Management Services within 30 calendar days from the due date specified by the
Department. These financial consequences below are individually assessed for failures
over each target period beginning with the first full month or quarter of the Contract
performance and every month or quarter, respectively, thereafter.
Financial Consequences Chart
Deliverable Performance
Metric
Performance Due
Date
Financial
Consequence for Non-
Performance /Not
Received by the
Contract Manager
Contractor will
timely submit
complete Quarterly
Sales Reports
All Quarterly Sales
Reports will be
submitted timely
with the required
information
Completed reports
are due on or
before the 30th
calendar day after
the close of each
State fiscal quarter
$250 per day late
Contractor will
timely submit
complete MFMP
Transaction Fee
Reports
All MFMP
Transaction Fee
Reports will be
submitted timely
with the required
information
Completed reports
are due on or
before the 15th
calendar day after
the end of each
month
$100 per day late
No favorable action will be considered when Contractor has outstanding Contract
Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other
documentation owed to the Department or Customer, to include fees / monies, that
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
is required under this Contract.
P. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer may specify the format
or agenda for the meeting. At a minimum, the Business Review Meeting may include the
following topics:
a. Contract compliance
b. Contract savings (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
Q. Special Contract Conditions revisions: the corresponding subsections of the Special
Contract Conditions referenced below are replaced in their entirety with the following:
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in whole
or in part only as set forth in the Contract documents, and in accordance with section
287.057(14), F.S.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services pursuant to
the Contract and, if applicable, the Contractor must provide commodities or contractual
services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must
be received by the Contractor no later than the close of business on the last day of the
Contract’s term. The Contractor is required to accept timely purchase orders specifying
delivery schedules that extend beyond the Contract term even when such extended delivery
will occur after expiration of the Contract. Purchase orders shall be valid through their
specified term and performance by the Contractor, and all terms and conditions of the Contract
shall survive the termination or expiration of the Contract and apply to the Contractor’s
performance. The duration of purchase orders for recurring deliverables shall not exceed the
expiration of the Contract by more than twelve months. However, if an extended pricing plan
offered in the state term or agency contract is selected by the ordering entity, the contract
terms on pricing plans and renewals shall govern the maximum duration of purchase orders
reflecting such pricing plans and renewals. Any purchase order terms and conditions
conflicting with these Special Contract Conditions shall not become a part of the Contract.
Any order placed by a Purchasing Entity for a Product and/or Service available from this
Master Contract shall be deemed to be a sale under (and governed by the prices and other
terms and conditions) of the Master Contract.
All orders should contain the following (1) “PO subject to NASPO ValuePoint Master Contract
#188037 & State Contract #44100000-24-NASPO-ACS” (2) Purchaser’s Address, Contact, &
Phone-Number (3) Purchase order amount (4) Type of Lease or rental and monthly payment
(5) Itemized list of accessories (6) Service program and rates (7) Attached SOW Template if
applicable.
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(24),
F.S., all payments shall be assessed a Transaction Fee of one percent (1.0%), or as may
otherwise be established by law, which the vendor shall pay to the State.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee
shall, when possible, be automatically deducted from payments to the vendor. If automatic
deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A-
1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies
their correctness. All such reports and payments shall be subject to audit by the State or its
designee.
The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of
any item(s) if such item(s) are returned to the vendor through no fault, act , or omission of the
vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is
rejected or returned, or declined, due to the vendor’s failure to perform or comply with
specifications or requirements of the agreement.
Vendors will submit any monthly reports required pursuant to the rule. All such reports and
payments will be subject to audit. Failure to comply with the payment of the Transaction
Fees or submission of required reporting of transactions shall constitute grounds for
declaring the Vendor in default.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of federal,
state, and local agencies having jurisdiction and authority. For example, the Contractor must
comply with section 274A of the Immigration and Nationality Act, the Americans with
Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all
prohibitions against discrimination on the basis of race, religion, sex, creed, national origin,
handicap, marital status, or veteran’s status. The provisions of subparagraphs 287.058(1)(a)-
(c) and (g), F.S., are hereby incorporated by reference.
Nothing contained within this Contract shall be construed to prohibit the Contractor from
disclosing information relevant to performance of the Contract or purchase order to members
or staff of the Florida Senate or Florida House of Representatives.
Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and
ensure a representative will be available to, a continuing oversight team.
The Contractor will comply with all applicable disclosure requirements set forth in section
286.101, F.S. In the event the Department of Financial Services issues the Contractor a final
order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the
Contractor shall immediately notify the Department and applicable Customers and shall be
disqualified from Contract eligibility.
5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists.
In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby
informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S.
For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the
Docusign Envelope ID: C0221E26-E3E4-4AC1-9E3E-D5C0C9D35C0D
Additional Special Contract Conditions (approved by State Purchasing, 1/18/2024)
Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a
contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must
notify the Department if it or any of its suppliers, subcontractors, or consultants have been
placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator
Vendor List during the term of the Contract.
In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List
may not enter into or renew a contract to provide any goods or services to an agency after its
placement on the Suspended Vendor List.
A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S.,
the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List
pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section
287.134, F.S., is immediately disqualified from Contract eligibility.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to have
submitted a false certification as provided under section 287.135(5), F.S., or been placed on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Terrorism Sectors List, or been engaged in business operations in Cuba
or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is
engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty
to cooperate with the Inspector General in any investigation, audit, inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any information the Inspector General deems relevant. Such
information may include, but will not be limited to, the Contractor's business or financial
records, documents, or files of any type or form that refer to or relate to the Contract. The
Contractor will retain such records for the longer of five years after the expiration or termination
of the Contract, or the period required by the General Records Schedules maintained by the
Florida Department of State, at the Department of State’s Records Management website. The
Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for investigations
of the Contractor's compliance with the terms of this or any other agreement between the
Contractor and the State of Florida which results in the suspension or debarment of the
Contractor. Such costs will include but will not be limited to: salaries of investigators, including
overtime; travel and lodging expenses; and expert witness and documentary fees. The
Contractor agrees to impose the same obligations to cooperate with the Inspector General
and retain records on any subcontractors used to provide goods or services under the
Contract.
6.10 Cooperative Purchasing. Pursuant to their own governing laws, and subject to the
agreement of the Contractor, governmental entities that are not Customers may make
purchases under the terms and conditions contained herein, if agreed to by Contractor. Such
purchases are independent of the Contract between the Department and the Contractor, and
the Department is not a party to these transactions. Agencies seeking to make purchases
under this Contract are required to follow the requirements of Rule 60A-1.045(6), F.A.C.
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8.1.1 Termination of Contract.
The Department may terminate the Contract for refusal by the Contractor to comply with this
section by not allowing access to all public records, as defined in Chapter 119, F.S., made or
received by the Contractor in conjunction with the Contract unless the records are exempt
from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on
behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE DEPARTMENT’S
CUSTODIAN OF PUBLIC RECORDS AT PUBLICRECORDS@DMS.FL.GOV, (850) 487-
1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE, FLORIDA 32399-0950.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on
behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public ag ency to perform the service.
(b) Upon request from the public agency’s custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure are not disclosed except as authorized by law for the duration of the Contract term
and following the completion of the Contract if the Contractor does not transfer the records to
the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
agency to perform the service. If the Contractor transfers all public records to the public
agency upon completion of the Contract, the Contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon completion of the
Contract, the Contractor shall meet all applicable requirements for retaining public recor ds.
All records stored electronically must be provided to the public agency, upon request from the
public agency’s custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits of
the Contractor and subcontractors as determined by the Department. The Department may
conduct an audit and review all the Contractor’s and subcontractors’ data and records that
directly relate to the Contract. To the extent necessary to verify the Contractor’s fees and
claims for payment under the Contract, the Contractor’s agreements or contracts with
subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be
inspected by the Department upon fifteen (15) calendar days’ notice, during normal working
hours and in accordance with the Contractor’s facility access procedures where facility access
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is required. Release statements from its subcontractors, partners, or agents are not required
for the Department or its designee to conduct compliance and performance audits on any of
the Contractor’s contracts relating to this Contract. The Inspector General, in accordance with
section 5.6, the State of Florida’s Chief Financial Officer, and the Office of the Auditor General
shall also have authority to perform audits and inspections.
13.2 E-Verify.
The Contractor and its subcontractors shall register with and use the U.S. Department of
Homeland Security’s (DHS) E-Verify system to verify the work authorization status of all new
employees of the contractor or subcontractor in accordance with section 448.095, F.S. The
Contractor shall obtain an affidavit from its subcontractors in accordance with paragraph (5)(b)
of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract.
Special Contract Conditions additions: the following subsections are added to the Special
Contract Conditions:
5.7 Foreign Country of Concern Attestation.
If the Contract or Customer’s purchase order issued pursuant to this Contract grants the
Contractor access to an individual’s personal identifying information as defined in section
501.171, Florida Statutes, the Contractor must, prior to execution, extension, or renewal of
this Contract or Customer purchase order, complete and submit to the applicable
Governmental Entity the Form PUR 1355, “Foreign Country of Concern Attestation Form,”
available at:
https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resour
ces/state_purchasing_pur_forms.
5.8 Common Carrier Attestation.
The Contractor as a Common Carrier, as defined in section 908.111, Florida Statutes, or
contracted carrier must, prior to execution, amendment, or renewal of this Contract or
Customer purchase order issued pursuant to this Contract, complete and submit to the
applicable Governmental Entity the Form PUR 1808, “Common Carrier or Contracted
Carrier Attestation Form,” available at:
https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resour
ces/state_purchasing_pur_forms.
This Contract or a Customer purchase order may be terminated if the Contractor is found to
be in violation of the submitted attestation.
12.3 Document Inspection.
In accordance with section 216.1366, F.S., the Department or a state agency is authorized to
inspect the: (a) financial records, papers, and documents of the Contractor that are directly
related to the performance of the Contract or the expenditure of state funds; and (b)
programmatic records, papers, and documents of the Contractor which the Department or
state agency determines are necessary to monitor the performance of the Contract or to
ensure that the terms of the Contract are being met. The Contractor shall provide such
records, papers, and documents requested by the Department or a state agency within 10
Business Days after the request is made.
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SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Exhibit B
Table of Contents
SECTION 1. DEFINITION. .......................................................................................................................... 2
SECTION 2. CONTRACT TERM AND TERMINATION. ................................................................................ 2
SECTION 3. PAYMENT AND FEES. ............................................................................................................ 3
SECTION 4. CONTRACT MANAGEMENT. ................................................................................................. 4
SECTION 5. COMPLIANCE WITH LAWS. ................................................................................................... 6
SECTION 6. MISCELLANEOUS. ................................................................................................................. 7
SECTION 7. LIABILITY AND INSURANCE…………………………………………………………………………………………….. 9
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL
PROPERTY. ............................................................................................................................................. 10
SECTION 9. DATA SECURITY. ................................................................................................................. 12
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. ......................................................... 13
SECTION 11. CONTRACT MONITORING. ............................................................................................... 14
SECTION 12. CONTRACT AUDITS. .......................................................................................................... 15
SECTION 13. BACKGROUND SCREENING AND SECURITY. ..................................................................... 16
SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM. ................................................... 17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor’s pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor’s authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then-authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor’s Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract’s term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor’s performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida’s performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department’s Contract Manager.
The Department’s Contract Manager, who is primarily responsible for the Department’s
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department’s Contract Manager Name
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Department’s Name
Department’s Physical Address
Department’s Telephone #
Department’s Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor’s Contract Manager.
The Contractor’s Contract Manager, who is primarily responsible for the Contractor’s
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor’s Contract Manager Name
Contractor’s Name
Contractor’s Physical Address
Contractor’s Telephone #
Contractor’s Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority-owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority-owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;
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AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL
BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS
DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about RESPECT and the commodities or contractual services it
offers is available at https://www.respectofflorida.org.
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE
PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS
OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS
AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
is available at https://www.pride-enterprises.org.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran’s status. The provisions of
subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State’s Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority-owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier’s bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier’s bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers’ Compensation Insurance.
The Contractor shall maintain workers’ compensation insurance as required under the
Florida Workers’ Compensation Law or the workers’ compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers’ compensation insurance for all of the latter’s employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers’ Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certification(s) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney’s fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor’s
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor’s sole expense, and (3)
assistance in defending the action at Contractor’s sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency’s custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency’s custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract-related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney’s fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State’s Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will be sought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor’s action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. “Security breach” for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post-incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractor’s findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer’s or employee’s decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer’s Contract Manager and securing the Customer’s prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractor’s promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer’s Contract Manager and securing the Customer’s prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non-Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time-frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department’s delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor’s reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
not reasonably foreseeable, within five (5) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will constitute the
Contractor’s sole remedy or excuse with respect to delay. Providing notice in strict
accordance with this paragraph is a condition precedent to such remedy. No claim for
damages will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist the Contractor will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services subjected to allocation,
or (2) purchase from other sources (without recourse to and by the Contractor for the
related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor’s and subcontractors’ data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor’s fees and claims for payment under the Contract, the Contractor’s
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days’ notice, during normal working hours and in accordance with the
Contractor’s facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor’s contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida’s Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor’s general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida’s Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor’s employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self-report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four (24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re-screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E-Verify.
The Contractor must use the U.S. Department of Homeland Security’s E-Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E-Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court’s determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
(j) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor’s confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor’s ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
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