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R25-072 1 RESOLUTION NO. R25-072 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 4 BEACH, FLORIDA, APPROVING A PIGGYBACK AGREEMENT WITH 5 KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC. FOR MULTIPLE- 6 FUNCTION DEVICES, COPIERS, AND RELATED SOFTWARE AND 7 SERVICES FOR AN AMOUNT NOT TO EXCEED $120,000.00 ANNUALLY; 8 AND FOR ALL OTHER PURPOSES. 9 10 WHEREAS, the City requires multiple-function devices, copiers, and related software and 11 services to support its operations; and 12 WHEREAS, the State of Florida entered into Alternative Source Contract No. 44100000- 13 24-NASPO-ACS with Konica Minolta Business Solutions U.S.A., Inc. ("Vendor") for multi-function 14 devices, copiers, and related software and services; and 15 WHEREAS, the requested Piggyback Agreement with the Vendor is necessary to the i6 functions of the City; and 17 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the IS best interests of the City's citizens and residents to approve the Piggyback Agreement with the 19 Vendor to provide the City with multi-function devices, copiers, and related software and services, 20 with an annual amount not to exceed $120,000.00. 21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 22 BEACH, FLORIDA, THAT: 23 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 24 being true and correct and are hereby made a specific part of this Resolution upon adoption. 25 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 26 approve the Piggyback Agreement between Vendor and the City for multi-function devices, 27 copiers, and related software and services, with an annual amount not to exceed $120,000.00 (the 28 "Agreement"), as attached as Exhibit A. 29 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 30 authorizes the Mayor to execute the Piggyback Agreement. The Mayor is further authorized to 31 execute any ancillary documents required under the Agreement or necessary to accomplish the 32 purposes of this Resolution. 33 SECTION 4. The City Clerk shall retain the fully executed Piggyback Agreement as a 34 public record of the City. A copy of the fully executed Piggyback Agreement shall be provided to 35 Taralyn Pratt to forward to the Vendor. 36 SECTION 5. This Resolution shall take effect in accordance with law. 37 38 PASSED AND ADOPTED this l o day of I ► Int 2025. 39 40 CITY OF BOYNTON BEACH, FLORIDA 41 YES NO 42 Mayor— Rebecca Shelton v 43 44 Commissioner — Angela Cruz 454letaisl:gf'1. ./ 46 — Woodrow L. Hay 47 48 Commissioner— Thomas Turkin 49 1.7 50 Commissioner — Aimee Kelley 51 5-0 52 VOTE lJ 53 ATT 54 / / __/ 55 _ .'0' 56 Maylee 10- :sus, MPA, MC Rebecca Shelton 57 City Cler' pYNT 1` Mayor 58 0/G�RPORgP •�F 11 59 �. •'• APPROVED AS TO FORM: 60 (Corporate Seal) , �' SEAL •_ • 61 INCORPORATED; i 62 S,� 1920 ' NlA /Y X7'16 % '•• ......• 63 `�,�`LORIO ' Shawna G. Lamb 64 City Attorney 65 Docusign Envelope ID 078COBAD-9E38-4856-93EB-8D5EB75FC5EA 4;77—) PIGGYBACK AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC. This Piggyback Agreement is made as of thisay of ,‹ , 2025, by and between Konica Minolta Business Solutions U.S.A., Inc., a State of New Jersey corporation authorized to transact business in Florida, with a principal address of 100 William Drive, Ramsey, NJ, 07446, hereinafter referred to as "Vendor," and the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City." RECITALS WHEREAS, on February 3, 2023, the State of Colorado, issued a "Request for Proposal" (RFP-NP-23-001), as the Lead State, which partnered with the NASPO ValuePoint Cooperative Purchasing Program to establish a Master Agreement for Multiple-Function Devices, Copiers, and Related Software and Services; and WHEREAS, the State of Colorado found Konica Minolta Business Solutions U.S.A., Inc. ("Vendor") to be a responsive, responsible bidder and awarded it a three-year(3) agreement, Contract No. 187962 ("Master Agreement"), a copy of which is attached hereto as Exhibit "A"; and WHEREAS, the State of Florida entered into an Alternate Contract Source and Participating Addendum, Contract No. 4100000-24-NASPO-ACS, with Vendor to participate under the Master Agreement, commencing August 1, 2024, and terminating July 31, 2026, with three (3) additional one-year renewal options, a copy of which is attached hereto as Exhibit "B"; and WHEREAS, the City's Purchasing Policy Section X — Alternatives to Formal Sealed Bids, provides authority for the City to acquire or contract for services without utilizing a sealed competitive method or the written quotations methods where the desired services are the subject of an agreement that utilizes another government entity's contract, provided that the contract was awarded based strictly on competitive bidding; and WHEREAS, in order to ensure the continued services for Multiple-Function Devices, Copiers, and Related Software and Services, the City of Boynton Beach is requesting the City enter into a Piggyback Agreement with the Vendor to provide multiple-function devices, copiers, and related software and services; and WHEREAS, the City and Vendor have agreed to allow the City to piggyback the Master Agreement, as amended by the Participating Addendum. Piggyback Contract—Konica Minolta Business Solutions U.S.A.Inc. AMY Docusign Envelope ID•078COBAD-9E38-4856-93EB-8D5EB75FC5EA NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. 2. TERM: The term of this Agreement commences on full execution by the parties and will remain in effect until July 31, 2026 ("Initial Term"). The Mayor is authorized to execute any renewal amendments. The Initial Term and any subsequent renewals of this Agreement are subject to the renewal or extension of the Master Agreement and Participating Addendum. If the Master Agreement or Participating Addendum expires or is terminated during the Term, this Agreement shall terminate no later than six months after such expiration or termination of the Master Agreement or Participating Addendum. 3. CONTRACT TERMS: The Vendor shall complete the Services on the same terms and in the same manner as set forth in the Master Agreement, as amended by the Participating Addendum, except as otherwise provided herein. All recitals, representations, and warranties of Vendor made by Vendor in the Master Agreement, as amended by the Participating Addendum, are restated as if set forth fully herein, made for the benefit of the City, and incorporated herein, except that all references to the "State of Colorado" are hereby replaced with the "City of Boynton Beach." The City shall compensate the Vendor pursuant to the rates set forth in the Master Agreement for the Services in an amount not to exceed $120,000.00 per year. In the event of a conflict between the terms and conditions provided in the body of this Agreement and any document identified in the below list ("Contract Document"), the parties hereby agree that the order of precedence shall be descending as follows: a. This Agreement, to the extent not prohibited by any of the Contract Documents b. The State of Florida Participating Addendum 4100000-24-NASPO-ACS "Exhibit B"and all Amendments c. NASPO ValuePoint Master Agreement 187962 "Exhibit A" d. Purchase Order/Notice to Proceed e. The Solicitation, RFP-NP-23-001 f. The Contractor's response to the Solicitation, as revised and accepted by the Lead State g. The Contractor's Supplemental Documents, including all Attachments By way of example and not changing the foregoing, if there is a conflict between the main body of this Agreement and the NASPO ValuePoint Master Agreement 187962, this Agreement shall govern to the extent not prohibited by the NASPO ValuePoint Master Agreement. NOTICES: All Notices to the City shall be in writing by certified mail return receipt requested, or customarily used overnight transmission with proof of delivery, sent to: Piggyback Contract—Konica Minolta Business Solutions U.S.A.Inc. 2 Docusign Envelope ID:078COBAD-9E38-4856-93EB-8D5EB75FC5EA City: Daniel Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 Copy: Shawna G. Lamb, City Attorney City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 4. INVOICES AND PAYMENT: Invoices must identify the PO number and should be mailed to: Boynton Beach Finance Department Attn: Accounts Payable P.O. Box 310 Boynton Beach, FL 33425. Invoices shall show the nature of the service and dates(s) of service. Invoices based on hourly rates shall show the actual hours worked, person performing services, nature of the service, hourly rate, and dates(s) of service. Invoices may be submitted no more frequently than monthly. However, all services rendered prior to September 30th of any given year are required to be invoiced by September 30th of that year. Vendor shall provide W-9 with first invoice. The fee shall be paid based on receipt of a proper invoice in accordance with the invoice schedule indicated above. Payment will be made within 45 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Vendor, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Vendor of liability for the defective, faulty, or incomplete rendition of the Services. 5. TAX EXEMPT: Prices applicable to City do not include applicable state and local sales, use, and related taxes. The City is exempt from state and local sales and use taxes and shall not be invoiced for the same. Upon request, City will provide Vendor with proof of tax-exempt status. 6. SOVEREIGN IMMUNITY: Nothing contained in this Agreement nor contained herein shall be considered nor construed to waive City's rights and immunities under the common law or section 768.28, Florida Statutes, as may be amended. 7. ATTORNEY'S FEES: In the event that either Party brings suit for enforcement of the Agreement, each Party shall bear its own attorney's fees and court costs. 8. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the Piggyback Contract-Konica Minolta Business Solutions U S.A.Inc. 3 Docuslgn Envelope ID:078COBAD-9E38-4856-93EB-8D5EB75FC5EA opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply with Florida's Public Records Law. Specifically, the Vendor shall: A. Keep and maintain public records required by the City to perform the service; B. Upon request from the City's custodian of public records, provide the City 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, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Vendor shall destroy all copies of such confidential and exempt records remaining in its possession once the Vendor transfers the records in its possession to the City; and D. Upon completion of the contract, Vendor shall transfer to the City, at no cost to the City, all public records in Vendor's possession All records stored electronically by Vendor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. E. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CityClerkCa�bbfLus 9. SCRUTINIZED COMPANIES - 287.135 AND 215.473: By execution of this Agreement, Vendor certifies that Vendor is not participating in a boycott of Israel. The Vendor further certifies that Vendor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Vendor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Vendor of the City's determination concerning the false certification. The Vendor shall have five (5) days from receipt of notice to refute the false certification allegation. If such Piggyback Contract—Konica Minolta Business Solutions U.S.A.Inc 4 A Docusign Envelope ID:078COBAD-9E38-4856-93EB-8D5EB75FC5EA false certification is discovered during the active contract term, the Vendor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Vendor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 10. E-VERIFY: VENDOR shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including the registration and use of the E-Verify system to verify the work authorization status of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in termination of this Agreement. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this Agreement is terminated for a violation of the statute by Vendor, Vendor may not be awarded a public contract for a period of one (1) year after the date of termination. 11. DISPUTES: Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 12. EXECUTION OF THE AGREEMENT: This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. Each person signing this Agreement on behalf of either Party individually warrants that he or she has full legal power to execute the Addendum on behalf of the Party for whom he or she is signing and to bind and obligate such Party with respect to all provisions contained in this Agreement. 13. TERMINATION FOR CONVENIENCE: The parties agree that Section 20 g. Early Termination for Convenience of Straight Leases, of the Alternate Contract Source and Participating Addendum, Contract No. 4100000-24-NASPO_ACS between the State of Florida and Vendor will govern the party's termination of convenience rights. 14. TERMINATION FOR CAUSE: In addition to all other remedies available to City, this Agreement shall be subject to cancellation by City for cause, should Vendor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days' after receipt by Vendor of written notice of such neglect or failure. 15. INDEMNIFICATION: The parties agree that Section 10.7 Indemnification, of the Alternate Contract Source and Participating Addendum, Contract No. 4100000-24- NASPO-ACS between the State of Florida and Vendor will govern the party's indemnification obligations. 16. INSURANCE: At the time of execution of this Agreement, Vendor shall provide the City with a copy of its Certificate of Insurance reflecting the insurance coverage required by the Master Agreement. The Certificate of Insurance shall name the City of Boynton Beach, and its officers, employees and agents as an additional insured. Piggyback Contract—Konica Minolta Business Solutions U.S.A.Inc. 5 Docuslgn Envelope ID:078COBAD-9E38-4856-93EB-8D5EB75FC5EA 17. LIMITATION OF LIABILITY: The parties agree that Section 8, subsection g. Limitation of Liability, of the Alternate Contract Source and Participating Addendum, Contract No. 4100000-24-NASPO-ACS between the State of Florida and Vendor will govern the party's limitation of liability. 18. NO SPECIAL DAMAGES. In no event shall either Party be liable to the other for any special damages, speculative damages, indirect, special, incidental, consequential, loss of profits, or other damages or losses of any kind whatsoever, no matter what the cause. 19. INDEPENDENT CONTRACTOR: The Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that Vendor is an independent contractor pursuant to the Agreement and shall not be considered the City's employee for any purpose. 20. COMPLIANCE WITH LAWS: Vendor hereby warrants and agrees that at all times material to the Agreement, Vendor shall perform its obligations in compliance with all applicable federal, state, and local laws, rules, and regulations, including section 501.171, Florida Statutes. Non-compliance may constitute a material breach of the Agreement. 21. ASSIGNMENT: In the event this Agreement and any interests granted herein shall be assigned, transferred, or otherwise encumbered, under any circumstances by Vendor, Vendor must gain prior written consent from City thirty (30) business days before such transfer. For purposes of this Agreement, any change of ownership of Company shall constitute an assignment that requires City's approval. Notwithstanding the foregoing, Vendor may, without City's consent, assign this Agreement in whole or in part as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets related to this Agreement. Vendor shall provide City written notice of any such corporate reorganization, consolidation, merger, or sale of substantially all of its assets related to this Agreement within thirty (30) calendar days of such event. 22. AGREEMENT SUBJECT TO FUNDING: The Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Boynton Beach in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. Early termination by City due to loss of funding shall not obligate Vendor to refund any prepaid fees. 23. ENTIRE AGREEMENT. The Agreement, including the Master Agreement, sets forth the entire Agreement between the City and the Vendor with respect to the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous negotiations, understandings, and agreements, written or oral, between the parties. This Agreement may not be modified except by the parties' mutual agreement set forth in writing and signed by the parties. 24. SEVERABILITY. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent Piggyback Contract—Konica Minolta Business Solutions U.S.A Inc. 6 Docusign Envelope ID:078COBAD-9E38-4856-93EB-8D5EB75FC5EA permitted by law. 25. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, Vendor shall provide City with an affidavit attesting that the Vendor does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. Signature Page to follow IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC. // LtbeuSgned by:1. L•'- '- - � irerga, Mayor ann1BAB6FBE54BB (Signature) Rebecca.5ha"'Ors Konica Minolta Business Solutions U.S.A., Inc. Kristen McKenna Print Name of Authorized Official Director, Government Contracts Approved as to Form: Title Aint a.,mb Shawna G. Lamb, City Attorn -GB pyNT`\\ (Corporate Seal) O • - c ..•GORPoR•. 4' 11 ..' 9T••� it EAT :� , :/NC L vg s$ ii . J RA - 0: _; Attest/Authenticated: i 0 ; Atte ted/Authenticated: `��RIDA (Signature), Witness irb _L0 . Maylee►i- • us, City 'lerk Print Name Piggyback Contract—Konica Minolta Business Solutions U.S.A.Inc. 7 Docusign Envelope ID:078COBAD-9E38-4856-93EB-8D5EB75FC5EA EXHIBIT "A" NASPO VALUEPOINT MASTER AGREEMENT 187962 BETWEEN THE STATE OF COLORADO AND KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC. Piggyback Contract—Konica Minolta Business Solutions U.S.A.Inc 8 DocuSign Envelope ID:1904E99C-E265-432F-9E5E-2488B31522D2 i NASPO ValuePoint NASPO ValuePoint Master Agreement Terms and Conditions For Copiers and Managed Print Services A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration State Purchasing & Contracts Office 1525 Sherman Street, 5th Floor Denver, Co 80203 And Konica Minolta Business Solutions USA Inc. 100 Williams Drive Ramsey, NJ 07446 Master Agreement Number: 187962 RFP-NP-23-001,Multi-Function Devices and Related Software, Services and Cloud Solutions 1 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Contents 1 MASTER AGREEMENT TERMS AND CONDITIONS 4 I. Definitions 4 II. Parties and Term of the Master Agreement 9 III. Order of Precedence 9 IV. Participants and Scope 10 V. NASPO ValuePoint Provisions 11 VI. Pricing, Payment & Leasing 14 VII. Ordering 16 VIII. Shipping and Delivery 18 IX. Inspection and Acceptance 19 X. Warranty 21 XI. Equipment Title 22 XII. Indemnification 22 XIII. Insurance 23 XIV. General Provisions 25 SIGNATURE PAGE 32 EXHIBIT A — STATEMENT OF WORK 33 I. Product Overview 33 II. Master Agreement Deliverables 34 III. Purchase, Lease and Rental Programs 46 IV. Contractor Responsibilities and Tasks 52 EXHIBIT B — SAMPLE D&A CERTIFICATE 62 EXHIBIT C — AUTHORIZED DEALER FORM 63 EXHIBIT D — AUTHORIZED DEALERS BY STATE 64 ATTACHMENT 1 — KMBS MASTER LEASE AGREEMENT 65 ATTACHMENT 2 — KMBS MASTER PREMIER ADVANTAGE SCHEDULE WITH MAINTENANCE 67 ATTACHMENT 3 — KMBS MASTER PREMIER LEASE SCHEDULE WITHOUT MAINTENANCE 69 ATTACHMENT 4 — KONICA STANDARD MAINTENANCE TERMS AND CONDITIONS SCHEDULE 70 ATTACHMENT 5 — KMBS MIPA AGREEMENT 71 ATTACHMENT 6 — KMBS MIPA SCHEDULE 72 ATTACHMENT 7 — KMBS MUNICIPAL AUTHORIZATION 73 ATTACHMENT 8 — KMBS WARRANTY CUSTOMER ONE GUARANTEE 74 ATTACHMENT 9 — KMBS MPS SITE AGREEMENT 75 ATTACHMENT 10 — KMBS ECM HOSTING SOW 77 ATTACHMENT 11 — KMBS ECM SOFTWARE SUBSCRIPTION SOW 78 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488831522D2 ATTACHMENT 12 - KMBS SSD DISPOSAL OPTIONS 79 ATTACHMENT 13 - KMBS INCUMBENCY CERTIFICATE 82 ATTACHMENT 14 - KONICA CUSTOMER EXPECTATION GUIDE SOLUTIONS SUPPORT 83 ATTACHMENT 15 - KONICA SAMPLE MPS STATEMENT OF WORK 84 ATTACHMENT 16 - KONICA EQUIPMENT REMOVAL AUTHORIZATION FORM 85 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 MASTER AGREEMENT TERMS AND CONDITIONS I. Definitions 1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes. 1.2 A4 MFD — A Multi-function Device which is designed to handle letter, legal and some smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device. 1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor that the Device has passed its Acceptance Testing. Acceptance of a Product for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section IX of this Master Agreement. 1.4 Accessory — A compatible item that is added to the Base Unit to enhance its capabilities and functions. 1.5 Attachment — Contractor's Supplemental Documents consist of the following: 1.5.1 Attachment 1 — KMBS Master Lease Agreement 1.5.2 Attachment 2 — KMBS Master Premier Advantage Schedule with Maintenance 1.5.3 Attachment 3 — KMBS Master Premier Lease Schedule without Maintenance 1.5.4 Attachment 4 — Standard Maintenance Terms and Conditions Schedule 1.5.5 Attachment 5 — KMBS MIPA Agreement 1.5.6 Attachment 6 — KMBS MIPA Schedule 1.5.7 Attachment 7 — KMBS Municipal Authorization 1.5.8 Attachment 8 — KMBS Warranty Customer One Guarantee 1.5.9 Attachment 9 — KMBS MPS Site Agreement 1.5.10 Attachment 10 — KMBS ECM Hosting SOW 1.5.11 Attachment 11 — KMBS ECM Software Subscription SOW 1.5.12 Attachment 12 — KMBS SSD Disposal Options 1.5.13 Attachment 13 — KMBS Incumbency Certificate 1.5.14 Attachment 14 — Konica Customer Expectation Guide Solutions Support 1.5.15 Attachment 15 — Konica Sample MPS Statement of Work 1.5.16 Attachment 16 — Konica Equipment Removal Authorization Form 1.6 Authorized Dealer—The Manufacturer's authorized sales and Service center (also known as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the Manufacturer's Products, and perform machine installation and maintenance on Devices offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the sales and service center to view and test Device. 1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4 DocuSign Envelope ID 1904E99C-E265-432F-9E5E-2488B31522D2 include all standard Accessories and parts and excludes optional Accessories and/or software. 1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on one or more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run. 1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria. 1.10 Business Day — Any day other than Saturday, Sunday, or a legal holiday. 1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments. 1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that involves the return of the Device by the Purchasing Entity to Contractor, in good working condition (ordinary wear and tear excepted), and consists of any current and past due amounts, plus the remaining stream of Device Payments. 1.13 Cancellable Rental - An agreement that is cancellable upon the Purchasing Entity providing the Contractor with a thirty (30) day written notice, and is subject to a maximum penalty of up to three (3) months of Total Monthly Payments. Device ownership is not an option. 1.14 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be referred to as a $1 Buyout Lease and title of the Device will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. However, it will be at the discretion of the Participating State or Entity as to whether other criteria will also be considered, such as a bargain purchase option, a lease term longer than 75% of the estimated economic life of the Device, or the present value of the lease payments is greater than 90% of the fair market value of the Device at the beginning of the Initial Lease Term, or any other legal requirements relating to a Capital Lease. 1.15 Ceiling Pricing - Pricing that is established as a "not-to-exceed" amount; the maximum price Contractor may charge for Products, Services, and Supplies. 1.16 Contractor - A party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement. 1.17 Coterminous - Two or more leases or rentals that end at the same time. The original lease or rental payment is modified to reflect the addition of a new piece of Device or Accessory. The original term of the lease or rental is not modified as a result of a Coterminous addition. 1.18 Deliverable -A Product, Service, solution, result, labor, or other effort being sought through this RFP. 1.19 Device - The Base Unit, either with or without optional Accessories and/or software. May also be referred to as "Equipment." 1.20 Device Downtime -The period of time that a Device is waiting for Service to be completed. 1.21 Device Payment - The Device portion of the payment, less any Service, Supplies, and maintenance. 1.22 Device Trade-In - An agreed upon transaction between the Purchasing Entity and Contractor, in which Contractor takes ownership of Purchasing Entity's owned Device, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B3152202 often for a discounted amount. 1.23 Device Upgrade or Downgrade - A replacement of the Purchasing Entity's existing lease or rental Device, with a different piece of Device, of either greater or lesser value. A new lease or rental is then originated for the new piece of Device, with the remaining lease or rental payments on the old Device wrapped into it. The old lease or rental is closed out, and the Device is returned to Contractor. 1.24 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates and selects Device according to a list of preferred environmental attributes. EPEAT registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment of Imaging Device, as amended. 1.25 Embedded Software - One or more software applications which permanently reside on a computing Device. 1.26 Energy Star - The U.S. Environmental Protection Agency's standard for energy efficiency. 1.27 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1) Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to Contractor at the end of the Initial Lease Term. 1.28 Free on Board (FOB) Destination - Contractor is responsible for transportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity's specified location. 1.29 Group - The classification for the different types of Devices solicited in this RFP. Groups are determined by the Devices primary functions and/or capabilities. 1.30 Initial Lease or Rental Term - The length of time (i.e. 12, 18, 24, 36, 48, 60 or 72 months) that a Purchasing Entity enters into a lease or rental agreement. 1.31 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. 1.32 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of output options. 1.33 Lead State - The State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement. 1.34 Legacy Device — A Device that was purchased, leased, or rented either under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means. 1.35 Maintenance Agreement - An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented Devices. 1.36 Managed Print Services (MPS) - The management, service, and support of the Purchasing Entity's entire enterprise and output infrastructure of printed materials, with the objective of creating a solution that improves the print process and reduces the expense of printed material. 1.37 Manufacturer - A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Device. Also referred to as Contractor. 1.38 Manufacturer's Suggested Retail Price (MSRP) - The list price or recommended retail price of a Product in which the Manufacturer recommends that the retailer sell the Product. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 6 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 1.39 Master Agreement - The underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended. 1.40 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other. 1.41 NASPO ValuePoint - A division of the National Association of State Procurement Officials ("NASPO"), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State. 1.42 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented, leased, sold, or used in a demonstration, and are currently being marketed by the Manufacturer. 1.43 Normal Business Hours — Defined as the hours between 8AM and 5PM, Monday through Friday, holidays excluded. 1.44 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are not listed in the Master Agreement Price List(s). NSP's may include Coin-Op equipment, empowering software etc. 1.45 OEM — The Original Equipment Manufacturer. 1.46 Order - Any type of encumbrance document or commitment voucher, including, but not limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement, lease agreement, rental agreement etc. used by a Purchasing Entity to order the Products and Services. 1.47 Participating Addendum — A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.). 1.48 Participating Entity - A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum. 1.49 Participating State - A state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum. 1.50 Power Filter - An electronic filter which is placed between an external power line and a Device for the purpose of removing frequencies or electromagnetic interference. 1.51 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a satisfactory operating condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects. 1.52 Private Label - Devices that are manufactured by one company and sold under a retailer's brand name. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 7 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B3152202 1.53 Production Device -A high-speed, high-quality printing Device that typically has advanced finishing functionality. 1.54 Product — Devices, Accessories, parts, software, and/or Supplies provided by Contractor pursuant to the Master Agreement. 1.55 Published Price—The price that is posted on the Manufacturer's website or in their pricing literature (e.g. not the Master Agreement contract price). 1.56 Purchasing Entity - A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. 1.57 Refurbished - A Device which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal course of use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device shall not have more than 750,000 original copies on it. In addition, Refurbished Device must only contain OEM parts. Refurbished Device must be certified by the Manufacturer. 1.58 Remanufactured - The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or replacing it in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device. Remanufactured Device must be certified by the Manufacturer. 1.59 Renewal Term - A lease term that supersedes the Initial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor. Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the Useful Life of the Device. Capital Leases are excluded from going into renewal. 1.60 Response Time - The time from when the original Service Call is placed with the Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing Entity's location. 1.61 Scanner - A Device that scans documents and converts it into digital data. 1.62 Segment - The various speeds that Devices are categorized by. 1.63 Services — The labor required to be performed by Contractor pursuant to the Master Agreement or an Order. Services may include, but are not limited to, maintenance, MPS and software installation. 1.64 Service Base Location -The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians. 1.65 Service Call - An on-site Service technician visit due to Device error or malfunction. 1.66 Single-function Printer - An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning. 1.67 Straight Lease - A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Initial Term. 1.68 Supplemental Documents — With the exception of software, end-user and click-wrap agreements, Contractor's Supplemental Documents are the only authorized documents under this Master Agreement and are attached hereto as Attachments. 1.69 Supplies - Consumable items that gets used up or are discarded once used, such as ink cartridges. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 8 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 1.70 Third Party — A person or entity that may be directly involved, but is not a principal to an arrangement, contract, deal, lawsuit, or transaction. 1.71 Total Monthly Payment - The Device portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes. 1.72 Useful Life - Period during which a Device is expected to be usable for the purpose in which it was manufactured. II. Parties and Term of the Master Agreement 2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the "Lead State"), and Konica Minolta Business Solutions USA Inc. (hereinafter called "Contractor"), for the procurement of A3 MFD's, A4 MFD's, Production Equipment, Single-function Printers, Large/Wide Format Equipment, Scanners, Software, Consumable Supplies, Managed Print Services, Software Related Services (including cloud-based offerings and web-based fleet management tools), Standalone Production Devices, Industrial Print Equipment, and Specialty Printers as approved per this Master Agreement, for the benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions contained herein. 2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective date of August 1, 2024. The term of this Master Agreement may be amended beyond the initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years. 2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor. III. Order of Precedence 3.1 Order. This Master Agreement will consist of the following documents: 3.1.1 A Participating Entity's Participating Addendum ("PA"); 3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits; 3.1.3 An Order issued against the Master Agreement; 3.1.4 The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions; 3.1.5 Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and 3.1.6 Contractor's Supplemental Documents, which are included as Attachments. 3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488831522D2 or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement, nor will it include Products and Services not awarded under the Master Agreement. IV. Participants and Scope 4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. 4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section Ill. 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(a�naspovaluepoint.orq 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 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 10 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. 4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. V. NASPO ValuePoint Provisions 5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement. 5.2 Administrative Fees 5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with a vendor's response to the Lead State's solicitation. 5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage Based or Life Cycle Service and Supply sales. This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month. 5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a piece of Equipment and the actual amount of Service and Supply costs required to operate that Equipment over its Useful Life. Therefore, to simplify the reporting process and remove the burden to capture the actual Service RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B3152202 and Supply costs, the Contractor may report as follows: 5.2.1.2.1 Purchased Equipment: Contractor shall report the actual amount invoiced (less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Life Cycle Service and Supplies," or an actual amount and identified as "Usage Based Service and Supplies," providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor's Detailed Sales Report, for each item sold, there will be two-line items: one for the piece of Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the Equipment. 5.2.1.2.2 Lease and Rental Equipment: Contractor may report sales according to the Purchased Equipment methodology described above, or they may report the actual amount invoiced (less any taxes) for the lease or rental during the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Life Cycle Service and Supplies," or an actual amount and identified as "Usage Based Service and Supplies." Thus, in the Contractor's Detailed Sales Report, for each item leased or rented, there will be two-line items: one for the invoice amount to the customer for the Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the invoiced Equipment. 5.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method, and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 5.3 NASPO ValuePoint Summary and Detailed Usage Reports 5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum ("Sales Data"). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section. 5.3.2 Summary Sales Data. "Summary Sales Data" is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report. 5.3.3 Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data. 5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data ("Crosswalks"). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor's part number or SKU for each Product in Contractor's catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor's customer lists and product catalog change. 5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary. 5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review 5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 13 i DocuSign Envelope ID: 1904E99C-E265-4321-9E5E-2488831522D2 5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor's website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities. 5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees. 5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint. 5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most- favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. 5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor's Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three consecutive quarters, upon 60- calendar day written notice to the Contractor. Cancellation based on nonuse or under- utilization will not occur sooner than [two years] after execution of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws. 5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement. 5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor's obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement. VI. Pricing, Payment & Leasing RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement represent the not-to-exceed ("ceiling") price to any Purchasing Entity. 6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of the Master Agreement, including any renewal terms, however; Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Price List(s). 6.1.2 With the exception of Group C and Sub-Group Cl and C2 Devices, pricing must include all shipping, delivery, and installation costs associated with the Products. Excess installation charges however, may be billable. Refer to section IV.E.5 of Exhibit A, Statement of Work, for more information. 6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for up to thirty (30) days following submission. In addition, errors in Contractor Price Lists may delay the approval process further. 6.1.4 Contractor may update their lease and rental rates once per quarter by providing the Lead State with documentation regarding said rate changes. Updates to lease and rental rates will not be permitted until 8/1/2025. 6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master Agreement (e.g. 8/1/2024 — 7/31/2025). Contractor may then update their pricing once per calendar year. All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase. While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State's sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans. 6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. Contractor is not permitted to send Price List updates directly to NASPO ValuePoint. 6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing. Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in the Master Agreement. 6.1.8 Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity of special state-wide promotional discounts. 6.1.9 No retroactive adjustments to prices or rates will be allowed. 6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after Acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 be made via a purchasing card with no additional charge. 6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A, Statement of Work, contains Leasing and Rental provisions; however, it shall be at the discretion of each Participating State or Entity to accept these terms, reject these terms, or further negotiate the terms with the Contractor, as long as those negotiations don't fall outside the original scope of the RFP or the Master Agreement. For example: The maximum lease or rental term on Group A Devices is 60 months; Contractor is not permitted to offer a lease term in excess of this. VII. Ordering 7.1 Order Numbers. Purchase Order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence. 7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered. 7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. 7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. 7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum. 7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. 7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered. 7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. 7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement's terms. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 16 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or Entity, all Orders pursuant to this Master Agreement, may contain the following: 7.6.1 Name of Purchasing Entity; 7.6.2 The name, phone number, and address of Purchasing Entity representative; 7.6.3 Order date; 7.6.4 Description of the Product and/or Service ordered; 7.6.5 Model number; 7.6.6 Price; 7.6.7 The Master Agreement number; and 7.6.8 Any additional information required by the Participating State or Entity. 7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess any additional charges or fees for processing payments via this method. 7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to provide a centralized billing option. 7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless otherwise specified by a Participating State or Entity. 7.10 With the exception of drop-shipped items, Contractor and/or Authorized Dealers shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX. 7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum. 7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame. 7.13 All software Orders shall reference the Manufacturer's most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version. 7.14 Contractor and/or Authorized Dealers may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order. 7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed invoices, including escalation procedures. In addition, Contractor and/or Authorized Dealers shall have a process in place for issuing refunds or credits due to invoicing errors, as well as over-payments and Product returns. 7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an Order through an internet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware, software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere to the following requirements: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 17 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 7.16.1 The internet-based portal or electronic catalog shall clearly designate that the Products are part of the NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity's designated web location; 7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed; 7.16.3 If Contractor's electronic catalog will either be hosted on or accessed through the Participating State's eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system; 7.16.4 All information made available through the Participating State or Entity's eCommerce system is accurate and complies with the Master Agreement and the Participating Addendum; and 7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating State or Entity upon request. 7.17 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. 7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out-of-stock item. Contractor's request to substitute shall explain how the substituted Product compares with the out-of- stock item. Any substitute Product offered must be on the Contractor's Master Agreement Price List. 7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. 7.20 Supplemental Documents. All Attachments to this Master Agreement have been reviewed and negotiated by the Lead State only to the extent that they comply with the terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating States and Entities are still advised however, to review each Supplemental Document and negotiate the terms and conditions further with Contractor if necessary. It shall be at the discretion of Contractor and Purchasing Entity to determine which Supplemental Documents are appropriate for each Order type. With the exception of End User License Agreements (EULA's), clickwrap agreements, and any third party software agreements, which have not been reviewed or negotiated by the Lead State, nor are they attached to this Master Agreement, only the Supplemental Documents attached to this Master Agreement are permitted to be used for any Order placed. VIII. Shipping and Delivery 8.1 Shipping Terms. With the exception of Group C and Sub-Groups Cl and C2 Devices, all Products must be shipped F.O.B. destination, freight pre-paid by the Contractor, to the Purchasing Entity's specified location, unless otherwise indicated in a Participating Addendum. Group C and Sub-Groups Cl and C2 shipping charges shall be quoted to the Purchasing Entity prior to Order confirmation. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18 DocuSign Envelope ID. 1904E99C-E265-432F-9E5E-2488B31522D2 8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor's until final inspection and Acceptance when responsibility will pass to the Purchasing Entity except as to latent defects, fraud, and Contractor's warranty obligations. 8.2 Available Products. Devices that are in-stock or otherwise not subject to supply-chain shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order, unless otherwise specified by the Purchasing Entity. 8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on backorder. 8.4 Software Installation. Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order. 8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. The Purchasing Entity shall not be responsible for any additional charges should the Contractor fail to observe specific delivery days and receiving hours. The delivery days and delivery hours shall be established by each individual Purchasing Entity upon Order placement. 8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop Devices, shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. 8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity. IX. Inspection and Acceptance 9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations. 9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code. 9.3 With the exception of drop-shipped Devices, Purchasing Entity shall confirm delivery, installation and Acceptance of all Devices covered by each purchase, lease, or rental Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample DBA 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 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19 DocuSlgn Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked. 9.6 Inspection. All Devices are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. 9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. 9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Device rejected and returned, or for which Acceptance is revoked. 9.7 Failure to Conform. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of services performed. 9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertain whether the Device meets the standard of performance or specifications prior to Acceptance by the Purchasing Entity. 9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise specified, starting from the day after the Device is delivered or, if installed by Contractor, the day after the Device is installed and Contractor certifies that the Device is ready for Acceptance Testing. 9.8.2 If the Device does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. 9.8.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the cure period, the Device still has not met the standard of performance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Device from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. 9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device returned pursuant to the section. 9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard of performance or specification is met. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 20 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 X. Warranty 10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this Section X will apply. 10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum of ninety (90) days for purchase, lease and rental Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufactured and/or Refurbished Devices. 10.3 Devices that are sold under the resulting Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications. 10.4 Devices shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve. 10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection. 10.6 Replacement of Devices shall be on a like-for-like basis and shall be at no cost to the Purchasing Entity. 10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity. 10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90) days. Significant failure shall be determined by the Participating State. 10.9 Contractor warranty obligations shall not apply if: 10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer; 10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device; and 10.9.3 The Device is relocated to any place where Contractor Services are not available. 10.10 Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. 10.11 It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor. 10.12 Lemon Clause 10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under the Contractor's Master Agreement. 10.12.2 This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor. 10.12.3 The application period is thirty-six (36) months from the date of Acceptance. 10.12.4 This clause shall take precedence over any other warranty or Services clauses associated with the Contractor's Master Agreement, or as specified by a RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 21 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Participating State or Entity in their Participating Addendum. 10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty. 10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer's published performance specifications, four(4)times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a new Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity. 10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. XI. Equipment Title 11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered and the Devices shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon: 11.1.1 Purchasing Entity up-front purchase of the Device; 11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease; 11.1.3 Expiration of a Purchasing Entity's Capital Lease; or 11.1.4 Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity. 11.2 Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. 11.3 Embedded Software. Transfer of title to the Device must include an irrevocable and perpetual license to use any Embedded Software in the Device. If Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title. A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 11.4 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property. XII. Indemnification 12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys' fees and related costs for any RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 22 DocuSign Envelope ID 1904E99C-E265-432F-9E5E-2488B31522D2 death, injury, or damage to tangible property arising from any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement. 12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim"). 12.2.1 The Contractor's obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: 12.2.1.1 provided by the Contractor or the Contractor's subsidiaries or affiliates; 12.2.1.2 specified by the Contractor to work with the Product; 12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or 12.2.1.4 reasonably expected to be used in combination with the Product, system or method. 12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. 12.2.3 The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. 12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. XIII. Insurance 13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 23 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option; result in termination of its Participating Addendum. 13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: 13.2.1 Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire. If any aggregate limit is reduced below $2,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this provision. 13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000 aggregate. 13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. 13.2.4 Automobile Liability covering any auto (including owned, hired and non- owned), with a minimum limit of$1,000,000 each accident combined single limit. 13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. 13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that: 13.4.1 Includes the Participating States identified in the Request for Proposal as additional insured's, and; 13.4.2 Provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection. 13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 24 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 or the Order's effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 13.6 Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Order. 13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur. 13.8 Participating Entities. Contractor shall provide to Participating States and Participating Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity. 13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 13.10 Disclaimer. Insurance coverage and limits will not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. XIV. General Provisions 14.1 Records Administration and Audit 14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right will survive for a period of six (6) years following termination of this RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 25 i DocuSign Envelope ID 1904E99C-E265-432F-9E5E-2488B3152202 Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. 14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor's records. 14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. 14.2 Confidentiality, Non-Disclosure, and Injunctive Relief 14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity's clients. 14.2.1.1 Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). 14.2.1.2 Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. 14.2.1.3 Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. 14.2.2.1 Contractor shall advise each of its employees and agents of their RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. 14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. 14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. 14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits, and evidence of the performance of this Master Agreement. 14.2.3 Injunctive Relief. Contractor acknowledges that Contractor's breach of Section 14.2 would cause irreparable injury to the Purchasing Entity that cannot be inadequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. 14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor's obligations under this section will also extend to NASPO ValuePoint's Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 14.2.6 Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State's public information laws. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 27 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 14.3 Assignment/Subcontracts 14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties. 14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor's key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key personnel, as identified in the Contractor's proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order. 14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by either party upon sixty (60) days' written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days' written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate. 14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, acts of war which are beyond that party's reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution. The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent successful performance of the Master Agreement. This clause does not absolve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations. 14.8 Defaults and Remedies 14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement: 14.8.1.1 Nonperformance of contractual requirements; 14.8.1.2 A material breach of any term or condition of this Master Agreement; 14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28 DocuSign Envelope ID 1904E99C-E265-432F-9E5E-2488B31522D2 or materially misleading; 14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or 14.8.1.5 Any default specified in another section of this Master Agreement. 14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of fifteen (15) calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure will not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. 14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies: 14.8.3.1 Any remedy provided by law; 14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof; 14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement; 14.8.3.4 Suspension of Contractor from being able to respond to future bid solicitations; and 14.8.3.5 Suspension of Contractor's performance. 14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29 DocuSlgn Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order. 14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 14.11 No Waiver of Sovereign Immunity 14.11.1 In no event will this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. 14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 14.12 Governing Law and Venue 14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado. 14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. 14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): The Lead State for claims relating to the procurement, evaluation, award, or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party. 14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 ora Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 30 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488631522D2 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. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT *Individual signing for Contractor hereby swears and affirs that they are authorized to act on Contractor's behalf and acknowledge that the Lead State is relyingmon their representations to that effect. CONTRACTOR STATE OF COLORADO Konica Minolta Business Solutions U.S.A., Inc. Jared S. Polls, Governor Department of Personnel & Administration By: Kristen McKenna State Purchasing & Contracts Office Title: Di rector, Government Contracts Tony Gherardini, Executive Director c- 1 DocuSigned by: —DocuSigned by: By: isa<t i� fit In to a By: auirticuA, —8AA[nNe UFeg'+4QD �--r r F Ee r14 *Signature John Chapman, State P 'Purchasing Manager Date: 12/7/2023 Date: 12/8/2023 ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder. STATE CONTROLLER Robert Jarasf,GPA,bMBA, JD By: —ObCbbytl[A Ha 311 Date: 12/8/2023 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 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 C Production Equipment— OEM and Non-OEM D Single-function Printers — OEM and Non-OEM E Large/Wide Format Equipment — OEM and Non-OEM F Scanners — OEM and Non-OEM G Software — OEM and Non-OEM H Supplies (consumable) — OEM and Non-OEM I I Managed Print Services 2. Ancillary Products and Services: Sub- Products and Services Group G1 Software Related Services Cl Standalone Production Devices (cutters, sorters, binders) — OEM and Non-OEM C2 Industrial Print Equipment— OEM and Non-OEM D1 Specialty Printers (3D, receipt, barcode label, card, cable) — OEM and Non-OEM B. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in section 11.113. C. Contractor may only offer Devices that meet the minimum requirements as outlined in section II.A. D. Any Products added to the Master Agreement throughout the term of the Contract must be discounted according to the proposed discount for the appropriate Segment or as specified in section II.A.4. E. Contractor may provide MPS under any Group they offer under this Contract. However, MPS may not be provided on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so. F. Contractor may add, remove or modify Products and Services on their Price Lists once per RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 33 DocuSign Envelope ID:1904E99C-E265-432F-9E5E-2488B31522D2 calendar month, beginning in September 2024. Modifications do NOT include price increases. Refer to section 6.1 of the Master Agreement Terms and Conditions for information regarding pricing. G. Any Device additions must be updated with Buyer's Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requirement will result in the Device(s) being removed from the Master Agreement Price List(s) until such time they can be verified on Buyer's Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer's Lab within 90 days of it being added to the Price List, then Contractor shall remove the Device from the Purchasing Entity location and substitute it with a Device of equal or greater value, at no charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed on Buyer's Lab. 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 Upto20 2 21 - 30 3 31 - 40 4 41 - 50 5 51 - 60 6 61+ Group C — Production Equipment Segment PPM 1 65 - 79 2 80 — 89 3 90 — 110 4 111 — 130 5 131+ RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 34 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Group D — Single-function Printers Segment PPM 1 Upto20 2 21 —40 3 41 — 60 4 61+ Group E — Large/Wide Format Equipment Segment Al or D Size Width — Width - Industry PPM* Office Low 0 — 3 24" — 44" 46" and higher Medium Low 4 - 9 24" —44" 46" and higher Medium High 10 - 19 24" —44" 46" and higher High 20+ 24" —44" 46" and higher *Speeds denoted above are based on b&w output Group F - Scanners Segment PPM 1 10 - 29 2 30 —49 3 50 — 69 4 70 — 89 5 90 — 110 6 111 — 130 7 131+ 2. Device Configurations. Devices must be equipped, at a minimum, with the following Accessories/capabilities: 2.1 Group A— MFD, A3 a. New power filter; b. Duplex for Segment 3 and above; c. Standard paper drawer(s) equal to or greater than: i) One (1) paper supply for Segment 2; ii) Two (2) paper drawers for Segments 3 and 4; and/or iii) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11" x 17"; and v) Bypass paper supply, if applicable for Segment. 2.2 Group B — MFD, A4 a. New power filter; b. Bypass paper supply; c. Standard paper drawer(s) equal to or greater than: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 35 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2468B31522D2 i) One (1) paper supply for Segments 1 and 2; ii) Two (2) paper drawers for Segments 3 and 4; and/or iii) 1,000 sheet capacity for Segments 5 and above. d. Paper size capacity up to 8 1/2" x 14"; and e. Envelope adjustment capability. 2.3 Group C — Production Equipment a. New power filter; b. Standard paper drawer(s); c. Standard paper capacity; d. Duplex; and e. Network connectivity. 2.4 Group D — Single-function Printers a. Must include an inkjet, light emitting diode (LED), or laser print engine; b. Standard paper drawer(s); c. Standard paper capacity; and d. Network connectivity. 2.5 Group E — Large/Wide Format Equipment a. Hard-Disk drive; b. Network connectivity; c. Touch screen control panel; and d. Automatic Media Selection — a built-on sensor detects the size of the original and the proper media size is then selected. 2.6 Group F — Scanners a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS); b. Automatic Document Feeder (ADF); c. Letter or legal paper size capacity; d. Color depth of at least 24 bytes; and e. Single pass duplex scan. 3. Device Standards. Devices must meet the following requirements: 3.1 Group A Base Units are OEM only. 3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List. 3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 36 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 List. 3.4 Group E must be Energy Star compliant and registered within one (1) year of being added to the Master Agreement Price List. 3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant (applicable to Group D and E Devices only) within one (1) year, then they will be removed from the Price List. If said Devices have already been placed at a Purchasing Entity's location, then Contractor must replace the Devices with a comparable, qualified model, at no cost to the Purchasing Entity. 3.6 All Devices must be Newly Manufactured, current, Remanufactured, or Refurbished, except as specified in a Participating Addendum. Discontinued Devices are not permitted to be offered under the Master Agreement. 3.7 Devices, when installed, and if available, must be set-up to receive automatic software updates and patches. 3.8 Device specifications must be published on the Contractor website. 3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer's website. 3.10 Devices must maintain a PPM speed, according to Segment classification. 3.11 Devices must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi-purpose, copy, or laser paper). 4. Device Exceptions 4.1 Group B, Group C, Sub-Group Cl, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F will not be restricted to OEM, and do not have to be Private Labeled. 4.2 Group C, Sub-Group Cl, Sub-Group C2, and Group F are not required to be EPEAT registered or Energy Star compliant. 4.3 Digital Duplicators may be offered by Contractor under Group A, and must be priced based on the minimum discount offered in the Segment to which they most closely relate. 4.4 Under Group E, Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs. 5. Accessories 5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device. 5.2 Contractor may also maintain a separate price list for Accessories for Base Units that have been discontinued. The pricing must be based on the same discount RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 37 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488831522D2 offered, per the Discount from MSRP' tab, on the applicable Group Price List. 5.3 Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint Master Agreements, as well as via any other means. If the Device is currently being leased or rented, Purchasing Entity must obtain Contractor approval to add Accessories. Purchasing Entities shall also be advised that obtaining Accessories from a Third Party and not the Contractor or their Dealer may void certain warranty or maintenance agreement provisions. 6. Remanufactured and Refurbished Equipment 6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any Group. 6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT registered or Energy Star compliant. 6.3 Equipment can be acquired via a purchase, lease or rental agreement. 6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or Refurbished Equipment is being offered. 6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such, and must be certified by the Manufacturer. 6.6 Remanufactured Equipment must be priced according to the minimum discount offered for similar Equipment in the same Group and Segment of the resulting Master Agreement. 6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than the lowest priced Device of the Group and Segment to which the Refurbished Equipment belongs. 6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive the same pricing as the Published Price for the Group and Segment to which it belongs. 7. Group G - Software 7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may be provided as a standalone option on any owned, leased or rented Device. 7.2 Software pricing for unique designs or complex configurations will be quoted on a case by case basis. 7.3 Contractor may provide OEM and/or Third Party software. 7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices must have universal software drivers. 7.5 Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, provided such terms do not contradict the language in the Master Agreement, and unless otherwise stated in a RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Participating Addendum. 7.6 Software Subscriptions a. Software pricing shall be inclusive of available software patches and any updates. b. Purchasing Entities shall have the option to finance software subscriptions by utilizing the proposed lease and rental rates. c. Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade, unless installation is excessive, and charges are agreed to by Purchasing Entity. d. License fees and support fees shall remain firm throughout the term of the agreement. e. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order. f. Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities. g. Contractor shall provide a web-based or toll-free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions. 8. Group H — Supplies (consumable) 8.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices. The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease or rental agreement. 8.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, C, D and F, as well as Sub-Groups Cl, C2 and D1 . These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start-up Supplies. All compatible Supplies must meet OEM standards for performance and quality. The Supplies that may be offered are: a. Toner; b. Staples; c. Ink; d. Print Cartridges; e. Imaging Drums; f. Fuser Kits; g. Cleaning Kits; h. Transfer Kits; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39 DocuSign Envelope ID 1904E99C-E265-4321--9E5E-248863152202 i. Waste Toner Bottles; j. Fuser Oil; k. Ozone Filters; I. Ribbon; m. Developer; n. Rollers and Pads; and o. Maintenance Kits. 8.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and should avoid petroleum inks and inks with high volatile compounds. Toner cartridges should also be remanufactured, contain recycled content, or be bio- based. 8.4 Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge. 9. Service Offerings 9.1 Group I - Managed Print Services a. The main components of an MPS engagement are needs assessment, selective or general replacement of Devices, and the Service, parts and Supplies needed to operate the new and/or existing Devices, including existing Third Party Devices as owned by the Purchasing Entity. The Contractor tracks how the Device fleet is being used, the problems associated with that use, and customer satisfaction in regards to meeting statement of work objectives. b. In addition to the ongoing monitoring and management of a fleet of Devices, Contractor must also offer project implementation Services, and customer help-desk support and training. c. Contractor may also offer hourly Services for consulting purposes, project management, change management plans, and other staffed Services which meet customer needs such as to operate copy centers or complete back file scanning projects. d. MPS may also include enterprise content management Services and workflow optimization components, such as scanning and document capture solutions, developing custom applications for smart MFDs that automate paper-intensive document workflows and route scanned pages to document management systems. It can also be extended to include the restructuring of document workflows. Some MPS engagements may be designed to improve document security or to reduce print volumes and power consumption for environmental reasons. e. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, similar to the format referenced in Attachment 15, Konica Sample MPS Statement of Work, and it must be RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 40 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 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. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41 DocuSgn Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 a. Pricing i) Pricing must include a zero base, cost per click rate for b&w and/or color for Groups A, B, C and D. ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color may also be provided. iii) Pricing for a monthly base charge, a set copy allowance, an overage rate for b&w and/or color, and Supplies may also be provided. iv) Flat Rate Fee pricing must be provided that includes all parts, labor, Preventative Maintenance, and Service Calls for Groups A, B, C and D. Supplies may or may not be included. v) Pricing for ALL Groups may also be provided that includes all parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies. vi) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing. vii) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device). viii) Contractor may provide a flat rate fee without staples, and a flat rate fee with staples. All flat rate fees shall allow for an annual increase of up to 5%. ix) Contractor may charge flat rate fees for Services performed on any Accessories. x) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement, and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. xi) 11"x17" impressions may be counted as one (1) click or two (2) clicks on Group A and C Devices. xii) Contractor may offer a one (1) click rate that encompasses all paper sizes for Group C Devices. xiii) A two-sided document shall be counted as two (2) clicks. xiv) Contractor must not charge for scans on any MFD. b. Initial Term i) Pricing shall remain firm for the initial term of the Maintenance Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the Maintenance Agreement, Contractor may adjust the pricing, as long as the pricing does not exceed Master Agreement rates. ii) For lease and rental Devices, the total Maintenance Agreement term shall be equal to the term of the lease or rental (e.g. 24, 36, 48 months etc.). iii) For purchased Devices, the initial term is determined by the RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Purchasing Entity, as long as it does not exceed 60 months on Group A, Group B, Group D, Sub-Group D1, Group E, and Group F Devices, and 72 months on Group C and Sub-Groups Cl and C2 Devices. c. Renewal Term If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices that were acquired under prior Master Agreement (RFP-NP-18-001) or Master Agreement (3091), then section II.A (9.2)(h) shall apply. d. Blended Rates i) Contractor must have the ability to blend the Service and Supply costs over a large Device fleet, and the Blended Rate must cover all units in the fleet. ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement. iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity, and/or the Purchasing Entity. e. Manual Meter Reads i) Contractor must have an electronic method for collecting meter reads from a Purchasing Entity. ii) Meter reads may be submitted via the Contractor's online portal, or through email, or facsimile. iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device. f. Customer Owned Devices i) Purchasing Entities may elect to enter into a Maintenance Agreement for Devices they already own, or Devices they acquire through an up- front purchase. ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included. g. Lease or Rental Devices i) Contractor shall be required to provide a Maintenance Agreement on all Devices that are leased or rented by a Purchasing Entity. ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge. h. Legacy Devices i) Upon request from the Purchasing Entity, Contractor may provide a Maintenance Agreement on any Device that is owned or was leased or rented through Master Agreement (RFP-NP-18-001), Master Agreement (3091), or via any other means, providing the following RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 43 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 conditions are met: 1) The Device has not reached the end of its Useful Life; 2) The maximum term of the Maintenance Agreement does not exceed the Useful Life of the Device, unless otherwise specified in a Participating Addendum; and 3) The Maintenance Agreement adheres to the same requirements as outlined in sections 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 Cl — Standalone Production Devices. This is a sub-group of Group C— Production Equipment. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Cutters; b. Inline Finishers; c. Folders; d. Sorters; e. UV Coaters; and f. Binders. 1.3 Sub-Group C2 — Industrial Print Equipment. This is a sub-group of Group C — Production Equipment. Products offered under this sub-group are not restricted to RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B3152202 OEM, and may include, but not be limited to, the following: a. Digital Label Press; b. Digital Press; c. 3D Printers; d. 48" and larger Wide Format Printers (roll-fed, hybrid, flatbed); e. Continuous Feed Inkjet; f. High Speed Inkjet; and g. Decorative Print & Embellishment. 1.4 Sub-Group D1 — Specialty Printers. This is a sub-group of Group D — Single- Function Printers. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Barcode labels; b. High Volume Inkjet; c. 3D Printers; d. Receipt printers; e. Card printers; and f. Cable printers. 2. Sub-Group Category Discounts. Products in Sub-Groups Cl, C2 and D1 must be discounted at a minimum of 5% for OEM and a minimum of 2% for Non-OEM, unless such discounts would exceed the discount amount offered for OEM and Non-OEM within Group C and Group D, respectively. 3. Open Market Items 3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Devices and/or Services offered under the Master Agreement. NSP items will not include: a. Interactive White boards; b. Computers, monitors, or other related hardware items; c. Fax machines; d. Kiosk machines; e. Overhead Projectors; and f. Cameras. 3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer and must be reported quarterly with all other sales under the Master Agreement. 3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price. 3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 45 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 by the Participating State or Entity. 3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum. 4. Emerging Technologies 4.1 Upon approval from the Lead State, Contractor may add new, related technology to the resulting Master Agreement. 4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled. 4.3 Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, the MSRP and pricing information, and an explanation/justification as to how the Product conforms to the requirements of the RFP and Master Agreement. 4.4 Any new technology must be priced according to the lowest discount offered for any Product under the Master Agreement. No discount or a 0% discount does not qualify as a "lowest" discount. III. Purchase, Lease and Rental Programs A. Acquisition Methods. Contractor may offer the following: Financial Vehicle Standard Terms Offered Purchase N/A Fair Market Value Lease Capital Lease 12,18, 24, 36, 48 and 60 Straight Lease months Cancellable Rental 1. All Devices on Contractor's Price List may be purchased, leased or rented, either as a packaged-deal, or stand-alone item. 2. Contractor may also offer 72-month lease and rental rates for Group C and Sub-Groups Cl and C2 Devices only. B. Device Trade-In 1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do a Device Trade-In, when placing a purchase, lease or rental Order. 2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees. C. Lease and Rental Rates 1. Contractor may elect to include property tax in their lease and rental rates, or they may bill the Purchasing Entity separately for property tax. 2. Once a Purchasing Entity enters into a lease or rental agreement, the lease or rental rate must remain fixed throughout the Initial Lease or Rental Term, regardless of whether the RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46 DocuSign Envelope ID:1904E99C-E285-432F-9E5E-2488831522D2 Contractor had increased their lease or rental rates in the Master Agreement Price Lists. If Contractor has decreased their lease or rental rates in their Price Lists, then they may extend that lower rate to the Purchasing Entity. 3. Device Payments for Renewal Terms must never exceed Master Agreement pricing. 4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be subject to the lease and rental rates listed in the most recent Price Lists posted on the NASPO ValuePoint website. 5. Contractor may update lease and rental rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or a comparable index, and must be the rate in effect at the end of each calendar quarter. 6. Lease and rental rates must be proposed as a decimal multiplying factor in such a manner that the purchase price of the Device may be multiplied by the lease or rental rate to arrive at the resulting monthly Device Payment. Proposed rates must include the following information: 6.1 The Daily Treasury Yield Curve (or comparable index) Rate; 6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate; a. The fixed margin for each lease and rental type being proposed, and how that margin is determined; and b. The methodology for determining the 48 month base rate if a 4-year rate is not published. 6.3 Contractor must offer Coterminous lease and rental rates to any Purchasing Entity wishing to add Products to an existing lease or rental agreement. The calculation for the Coterminous lease and rental rates must adhere to the following methodology: For example: A customer enters into a 36 month FMV Lease, and 12 months into that lease, they decide to add an Accessory to the Base Unit. The Contractor shall divide the 36 month cumulative Device Payment by 24 months to arrive at the monthly Coterminous payment for that Accessory. That payment will then be added to the existing Device Payment. The new Total Monthly Payment must then be disclosed to the Purchasing Entity. D. Leasing and Rental Overview 1. All lease and rental programs shall remain with the Contractor or Authorized Dealer through an in-house leasing program, or through the financial branch or subsidiary of Contractor. In addition, Contractor and their Authorized Dealer may use Third Party leasing companies, however; all Third Party leasing company documents must be reviewed and approved by the Lead State and said documents must be incorporated into the Master Agreement before any Participating State, Participating Entity, or Purchasing Entity can use them. It will be at the discretion of the Participating State, Participating Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third Party leasing company. All contractual obligations however, will still be the responsibility of the Contractor. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 47 DocuSign Envelope ID. 1904E99C-E265-432F-9E5E-2488B3152202 2. A Purchasing Entity may lease or rent Devices pursuant to the terms and conditions in this Master Agreement, and according to the requirements listed in their states' Participating Addendum. 3. Lease and rental agreements shall not be subject to automatic renewals. This is non- negotiable in any Particpating Addendum or Order. 4. A lease or rental agreement issued prior to the termination of the Master Agreement and Participating Addendum, shall survive the termination of the Master Agreement and the Participating Addendum, and all terms and conditions of the Master Agreement and Participating Addendum shall continue to apply. 5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Device at the end of the Initial Lease or Rental Term, or at the end of the Renewal Lease or Rental Term, or the Contractor may pick the Device up, without any further financial obligations to the Purchasing Entity. 6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term. 7. Device returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity. 8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total monthly payment amount for such Device, for each month that the Device remains at Purchasing Entity's location. Contractor or Authorized Dealer is not permitted to bill the Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when Purchasing Entity has made it available. 9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return costs. 10. The maximum term on any Initial Lease or Rental Term shall be 60 months, with the exception of Group C and Sub-Group Cl and C2 Devices, which, at the discretion of the Participating State or Entity, and upon availability of the Contractor, shall have a maximum term of 72 months. 11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Device. 12. All Renewal Terms shall be billed on a monthly basis. 13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written notice. 14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term will automatically terminate at the end of the 12-month period, unless the Purchasing Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48 DocuSign Envelope ID 1904E99C-E265-432F-9E5E-2488B31522D2 Purchasing Entity wants to cancel their 12-month Renewal Term early, then early termination fees shall apply, and will be equivalent to the remaining stream of equipment payments only (i.e. less maintenance). E. Leasing and Rental Options 1. FMV Lease 1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48, or 60 months for Group A, Group B and Group C, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. In addition, a Participating State or Entity may elect to include a 72-month lease term for Group C and Sub-Groups Cl and C2 only, if provided by the Contractor. 1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: a. Exercise their purchase option; b. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or c. Return the Device to the Contractor, or have the Contractor pick the Device up. 2. Capital Lease ($1 Buyout Lease) 2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 18, 24, 36, 48, or 60 months, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. In addition, a Participating State or Entity may elect to include 72-month lease term for Group C and Sub-Groups Cl and C2 only, if provided by the Contractor. 2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the Device to the Purchasing Entity, or as otherwise determined in a Participating Addendum or an Order, and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Device. 3. Straight Lease 3.1 A Purchasing Entity may have the option to enter into an Initial Lease Term of 18, 24, 36, 48, or 60 months, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. In addition, a Participating State or Entity may elect to include 72-month lease term for Group C and Sub-Groups Cl and C2 only, if provided by the Contractor. 3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or b. Return the Device to the Contractor, or have the Contractor pick the Device up. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 49 DocuSign Envelope ID 1904E99C-E265-4321--9E5E-2488B31522D2 4. Cancellable Rental 4.1 A Purchasing Entity may have the option to enter into an Initial Rental Term of 24, 36, 48 or 60 months, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. In addition, a Participating State or Entity may elect to include 72-month term for Group C and Sub-Groups Cl and C2 only, if provided by the Contractor. 4.2 A Purchasing Entity shall have the option to cancel the rental at anytime throughout the term of the agreement, by providing the Contractor with a thirty (30) day prior written notice. 4.3 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or b. Return the Device to the Contractor, or have the Contractor pick the Device up. F. Leasing and Rental Terms and Conditions 1. Possession and Return of Lease and Rental Devices 1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the Devices are in Purchasing Entity's possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Devices during periods of transportation and de-installation. 1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT)options at least sixty(60)days prior to the end of any Initial Lease or Rental Term. Such notification may include, but not be limited to, the following: a. Any acquisition or return options, based on the type of lease or rental agreement; b. Any renewal options, if applicable; and/or c. Hard drive removal and surrender cost, if applicable. 1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Device, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease or rental term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Device, the Initial Lease or Rental Term shall be terminated on the date as stated in the Order and removal of the Device will be mutually arranged, unless otherwise specified in an Order. 1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Device available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear. 2. Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Device(s), or such later date as Contractor may designate. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 50 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. 3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or Capital Lease. 4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV or Straight Lease, and return the Device to the Contractor in good working condition (ordinary wear and tear excepted). 5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or Downgrade on a lease or rental at anytime throughout the term of the lease or rental agreement. The Purchasing Entity and the Contractor shall negotiate the price of the Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be less than the remaining stream of Device Payments. 6. Non-appropriation of Funds. The continuation of any lease or rental agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease or rental agreement, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity's funding sources are not available. 7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Device or any lease or rental agreement without Contractor's prior written consent (which consent shall not be unreasonably withheld). 7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor's interests in the Device and/or these Lease or Rental Terms or any Order for leases or rentals, without notice to Purchasing Entity even if less than all the payments have been assigned. In that event, the assignee (the "Assignee") will have such rights as Contractor assigns to them, but none of Contractor's obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor. 7.2 No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity. 8. Early Termination Charges 8.1 Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Device (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Device, the termination charge shall not exceed the balance of remaining Device Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 51 i DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Maintenance Agreement term, whichever is less. 8.2 Cancellable Rentals shall not exceed a termination charge of three (3) months of Total Monthly Payments, or as otherwise agreed to by the Participating State or Entity. 9. Default. Each of the following is a "default" under these lease and rental terms: 9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; 9.2 Any representation or warranty made by Purchasing Entity in these lease or rental terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease or rental terms, and this failure continues for forty- five (45) days (or as otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity; 9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of creditors; 9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or 9.5 Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity's assets. 10. Remedies. If a Purchasing Entity defaults on a rental or lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following, at the discretion of the Participating State or Entity: 10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity; 10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to: a. All past due payments and all other amounts payable under the lease or rental agreement; b. All unpaid payments for the remainder of the lease or rental term, discounted at a rate equal to three percent (3%) per year to the date of default; and c. Require Purchasing Entity to deliver the Device to Contractor per mutual arrangements. IV. Contractor Responsibilities and Tasks A. Service Requirements 1. Technicians. All technicians must be factory trained by the OEM and certified to Service the Devices. 2. Standard Service Levels. Participating States and/or Entities may negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 52 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 adhere to the following requirements: 2.1 End-User Training a. Purchasing Entity may request an initial one-hour training session for each Device ordered under the Contract. Contractor shall provide this initial training, free of charge, via one of the following delivery methods: On-site, web-based, or on-line. The delivery method selected for each Device will be at Contractor's sole discretion. Purchasing Entity should be advised that while this initial one-hour of free training shall be provided by Contractor at Purchasing Entity's request, Contractor will not provide substitutions (e.g. free supplies, deeper discounts, etc.) in lieu of this training. b. Purchasing Entity may also request an additional one-hour training session for technical support, which shall include network connectivity and print driver installation. This additional training shall be provided via a delivery method mutually agreed upon by Contractor and Purchasing Entity, and at a mutually agreed upon price. c. If Purchasing Entity elects to exercise the training option, then Contractor shall provide the training within ten (10) Business Days of Purchasing Entity's request. d. Contractor may offer additional on-site, one-hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order placement. e. Contractor must provide on-site or off-site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Device independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agree upon, prior to Order placement. f. Contractor shall provide Device literature, user-manuals, and access to on- line resources, if available, at no charge to the Purchasing Entity. g. For Groups A, B, C, D and E, Contractor shall provide a no charge, toll-free end-user technical support number that Purchasing Entities can utilize for everyday minor troubleshooting (i.e. this does not include network connectivity or print driver installation). A Purchasing Entity must be able to obtain assistance during Normal Business Hours. h. Contractor shall provide phone/technical support within two (2) hours of Purchasing Entity's request for assistance, providing such request, and subsequent support, falls within normal business hours. 2.2 Preventative Maintenance. Contractor must perform all Preventative Maintenance Services at the Manufacturer's suggested intervals, or as specified in an Order. Preventative Maintenance shall not be a requirement on desktop Devices. 2.3 Device Performance RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 a. Device Downtime shall be computed from the time the Contractor is notified of Device failure until the time in which the Device is fully operational. b. Device Downtime due to lack of consumable Supplies is not acceptable. c. Contractor must provide daily communication to the Purchasing Entity regarding inoperable Devices, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order. 2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with: a. A loaner Device of similar speed and capabilities until such time as the inoperable Device is now operable; or b. At the discretion of the Participating State or Entity, provide the Purchasing Entity with off-site manned production capabilities, at the sole cost to the Contractor, to accomplish the work of the Device that is inoperable. c. If any Device in Group C or Sub-Groups Cl and C2 are inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide access to an off-site manned production facility as an accommodation to the Purchasing Entity. 2.5 Repair Parts a. Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity's Acceptance of any Device. b. All Device components, spare parts, application software, and ancillary Devices that are supplied under any resulting Master Agreement, must conform to Manufacturer specifications. c. Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. d. Repair parts may be new, reconditioned, reprocessed or recovered. 2.6 Service Zones a. Unless otherwise specified in a Participating Addendum, Contractor shall adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity: Service Definition Response Time Zone Urban Within 60 miles 4 - 6 Hours Rural 60 — 120 miles 1 - 2 Business Days 120+ miles, or only Remote accessible by plane or 4—5 Business Days by boat b. Repair or replacement of parts and/or Devices shall occur within four (4) Business Days of Contractor arriving at Purchasing Entity's location, with the following exception: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 i) If Contractor is drop-shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three (3) Business Days. c. Contractor(s) may charge different rates according to each Service Zone. 2.7 Service Logs a. Contractor shall maintain a Service log which describes the maintenance and repair Services provided for each Device. b. A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request. 2.8 Device Relocation a. Device relocation Services include dismantling, packing, transporting, and re- installing Device. b. Contractor may charge for this Service based on the following table: Service Distance from current Charge Zone placement of Device 1 Within the same building No Charge Allowed* Up to 50 miles from building in Flat Rate Fee, plus 2 which Device is currently placed Per Mile or Hourly Fee More than 50 miles from building Flat Rate Fee, plus 3 in which Device is currently Per Mile or Hourly placed Fee _— *Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity's demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Device relocation in Zone 1. c. Contractor may not charge for any fees incurred due to fuel or tolls. d. Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame. e. Contractor is required to offer device relocation services for all lease and rental equipment. 3. Meter Read Invoicing 3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor's requested time-frame. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 55 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 3.2 Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. 3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date. 3.4 Failure on the Contractor's part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month's invoice. 4. Reporting 4.1 Service Level Calculations a. At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components. b. The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity's Participating Addendum. 4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity. a. The report shall include the following: i) Number of Service Calls placed; ii) Response Time per Device; iii) Dates that Preventative Maintenance was performed, if applicable; and iv) Estimated end of Useful Life per Device, based on current usage. b. The report may include, but not be limited to, the following: i) Location of Devices; ii) Click usage per Device; and iii) EPEAT certification level of each Device. B. Customer Service 1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with the resulting Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall provide a single point of contact for the following: 1.1 Master Agreement Contract Administrator — shall be the Lead State's primary contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to the Master RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Agreement; 1.2 NASPO ValuePoint Reporting Contact — shall be responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel; 1.3 Master Agreement Marketing Manager — shall be responsible for marketing the resulting Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and 1.4 National Service Manager — shall be responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position will work with the Lead State Contract Administrator to ensure contractual obligations are met, while providing leadership for the Contractor's operations, as well as strategic planning of the Service department. 2. Single Point of Contact. Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding the Products provided, as well as pricing, delivery, billing, reporting, status of Orders, customer complaints and escalated issues. 3. Service and Support Hours. Contractor must provide full Service and support for Products during Normal Business Hours. 4. Customer Service Team. Contractor shall also have a designated customer service team who shall be available by phone (via local or toll free number), fax, or email during Normal Business Hours. 5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business Hours for any Device that needs to be serviced. Such coverage shall be billed to the Purchasing Entity at an hourly rate. 6. Online Access. Customer service representatives shall have online access to account information and be able to respond to inquiries concerning the status of Orders (shipped or pending), delivery, back-orders, pricing, Product availability, Product information, and account and billing questions. C. Authorized Dealers 1. Contractor can engage Authorized Dealers to provide Products and/or Services. 2. In the event a Contractor elects to use Authorized Dealers in the performance of the specifications, the Contractor shall serve as the primary Contractor, and shall be fully accountable for assuring that their Authorized Dealers comply with the terms and conditions of the resulting Master Agreement, and any Participating Addendum, and shall be liable in the event Authorized Dealers fail to comply with such terms and conditions. 3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing, Master Agreement, and Participating Addendum requirements, and Contractor shall provide training to all of their Authorized Dealers at least once per calendar year, or as otherwise determined by the Lead State. 4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 57 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 invoice them directly, unless otherwise stated in a Participating Addendum. 5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer. 6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached. In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. Under no circumstances is a Participating State or Entity permitted to use a Dealer that has not been approved by the Lead State. 7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to: 7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead State or; 7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance. D. Device Demonstration Requirements 1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group C, Sub- Group Cl, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F. 2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase, lease, or rental. 3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Devices for Groups A, B, and C may be converted to a purchase, lease, or rental providing the following conditions are met: 3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined); 3.2 The meter count on Group C Devices does not exceed 50,000 copies total (i.e. b&w and color combined); 3.3 The Device must be discounted by at least 5% off of the Master Agreement pricing for that same Device; and 3.4 The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model. 4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not exceed thirty (30) calendar days. 5. If Purchasing Entity does not make the demonstration Device available for pickup after thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device for each day that it remains at Purchasing Entity's location. Such rates shall not exceed RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 58 DocuSign Envelope ID 1904E99C-E265-4321--9E5E-2488B31522D2 current market standards. E. Device Installation Requirements 1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following: 1.1 Air conditioning; 1.2 Electrical; 1.3 Special grounding; 1.4 Cabling; 1.5 Space; 1.6 Humidity and temperature limits; and 1.7 Other considerations critical to the installation. 2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines. 3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum. 4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings. 5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer. 6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Device. 7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition. F. Security Requirements 1. Network and Data Security 1.1 Devices may be configured to include a variety of data security features. The set- up of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contractor prior to Order placement. 1.2 Contractor will not be permitted to download, transfer, or access print data stored on the Device in either hard drive or chip memory. Only system management RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 59 DocuSign Envelope ID: 1904E99C-E265-432}--9E5E-2488B31522D2 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-handlinq-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 authentication for any or all features. 4.2 Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address. 4.3 The credential information for any remote authentication method may not be maintained within the Device's memory. 4.4 Access to the Device's administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Device installation. 5. Hard Drive Removal and Surrender 5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable) from the Device at the end of its Useful Life, or when any hard drive is repossessed by Contractor; or 5.2 At the Participating State or Entity's discretion, Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity's location, moved to another location, or any other disposition of the Device. The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive. 5.3 If Contractor takes possession of any Device at a Purchasing Entity's location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 60 DocuSign Envelope ID. 1904E99C-E265432F-9E5E-2488B31522D2 5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however; Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement. 5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non-removable hard drive, section IV.I (5.1) shall apply. 5.6 If Contractor is removing another Manufacturer's Device, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this section are met. G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 61 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 EXHIBIT B — SAMPLE D&A CERTIFICATE NASPO VALUEPOINT MASTER AGREEMENT NO. AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO. WITH Insert Name of Contractor To: Insert Name of Contractor or Authorized Dealer Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order. Insert name of Purchasing Entity By: Title: Date: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 62 El DocuSign Envelope ID 1904E99C-E265-432F-9E5E-2488B31522D2 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) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63 DocuSign Envelope ID:1904E99C-E265-432F-9E5E-2488B31522D2 EXHIBIT D - AUTHORIZED DEALERS BY STATE Exhibit D- Authorized Dealers b) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 1 — KMBS MASTER LEASE AGREEMENT APPLICATION NUMBER AGREEMENT NUMBER KONICA MINOLTA Master Premier Lease Agreement This Master Premier Lease Agreement cAgreemeer)is written in Plain English' The words you and your,refer to the customer(and Its guarantors) The words Lessor,we,us and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.SA.,Inc.,its subsidiaries and affiliates in which the Supplier listed below partici..tes under this •.reement CUSTOMER INFORMATION FULL LEGAL NAI.IE STREET ADDRESS CITY STATE ZIP PHONE FAX 181110 NAME(IF DIFFERENT FROM ABOVE I BILLING STREET ADDRESS CITY STATE ZIP EMAIL I EQUIPMENT LOCATION IIF DIFFERENT FROM ABOVE'. 'By provide.;a telephone number for a nadir phone or oder wrens deuceyou am expresity aSellefieng 10 mEt.skte elem luleeasons(tor NON-marketing or so■atsesn Purposes)at that number-mWdmp but not lmud n. prsreooned or arL6oN voce message cab.tea messages and taus made by a,automate telrgiana say Skase lea Lessor and es afkates and agenn TM Exp ss Consent&min to sacs n ooh*tenon number Sr. you pronde to us now or or M Mae and perms suer calls These cab aro messages miry new accts km ba yaw•freer ponder CUSTOMER ONE GUARANTEE The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's o Customer One Guarantee.A copy of the Guarantee can be obtained from your dealer. — oars SUPPLIER INFORMATION NAME OF SUPPLIER STREET ADDRESS Cr", STATE ZIP PHONE FAX TERMS AND CONDITIONS(THIS AGREFUINT CONTAINS PROVISIONS SET FORTH BELOW.ALL OF WHICH ARE MADE A PART OF MIS AGREEMENT) I LEASE AGREEMENT You spree to Mass from us Sr.personal property as Melded Sr Schedules tc Pus Lasser Premier Leese agreement boor tenth to Me sgnsd by you end us(such Property end any upgrades replacements.mesas and additions referred to es'Equapnrenf)for business purposes only Each Senedule re•sewsta assignable lease To the extent the Equgmant ndudes mangled property or associated+cruces suc*as periodic software licenses and prepaid datsbese subsorrCtdn rights such property shell be referred to as the'Software' You more to al of to terms and conditions contained in des/gresnrm end any Schedule awoen.along with M tern and commons in le NASPO V•rusPoen Mester Aprertwnt and Pabcpebng Addendum w•complain stets ant of our agrerna t rsgerdirp the Med equorr•att i'Agrsemanr) and supersedes M older wrMps communcabons understandings.odor agreements any p rdsas.order end any soboMbon docunWb ndlydng any rutted documents The Agreement may be modified only by mean agreement end not by course of performance TM Agrcomerl beeornas veld upon issuance of•Pndtase Order or its uaafion by bole sorb's The Equipment a deemed waisted by you under the appicabte Schedule unless you party us mer,ten(10)business days of debrsry Met you do not accept Sr.Equipment and specify the defect or maMrKOar In Pk event el our rote option.we or our designee sat replace the defer:Me nem of Equipment or los AgrsinrrM vis be candled and vile or our designee vis repossess/e Equipment You agree Ma.upon co request you see son and deliver to us a ddvory and acceptance cerAAcate oonir•nng your.cceptencs of Ito Equipment leased to you The Agreement vii con nue from the Sling Date for M Terns snow• Any extenoon of femme of die Tenn ell be in e000rdme,w t,the'ani'know and week terns and oondaons of M NASPO ValwPont Mad by the State of CO)Contrail number 1117962 as modified by Mat certain P•rtcpebng Addendum iCoaacMfy'State Contract')between you and Koros Minolta Business Solutions USA,Inc TIE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD.IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE,BUT AT NO SUCH TME SHALL THE BASE RENTAL PAYMENT EXCEED THE AGREEMENT PRICING m any proveron of die Agreenwu to declared unnforoaable n any r nsicbon V+.akar provisions hirer shag remain in♦V force and eflid n that prediction and all omen n connection me.requests for addadnal fn•norg.it your Nadal statements cease being publicly erasable we may request Smock rSa+rebon end you agree to cooperate wet sue*reaso nbt.requesn You nutrient*us or our ag.ri to obtain credit reports Sod Maks Crede inquires regarding your Menotti condition and to porde such nlpmatian inclutIng payment history to our assgnee or the•parties having an economic interest in this Agreement any Schedule or the Equipment (Con*nued on beck t. IS • •N I.NCELABLE I IRREVOCABLE AGREEMENT: THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. LESSOR ACCEPTANCE AUTHORIZED SIGNER -- --..-_... LESSOR 'I .E C.vTED CUSTOMER ACCEPTANCE X FULL LEGAL NAME OF CUSTOMER las rafa.ncSd above) AUTHORIZED SIGNER DATED FEDERAL TAX I 0• PRINT NAME - TITLE - - To hoe ow Gemmaarr tort ria la'd'y a,maw we money we ann0 adwas.roams L 'puma a r....aar row,roa.s to abmn .h..l ammo n+rnotan mar d.-'•os each person me mom an a' 'Wrm rr.-or o..am,yur cpm sen account na gra ma to your name dames and oear micarraaaa Mat oA sew us as demdm you.w may amu ask In w afentM mg docomerr. Sas mane Nee M Mreaa arae vas.aero..• RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 65 DocuSign Envelope ID: 1904E99C-E265-432F--9E5E-2488B31522D2 2.RENT Rent ar:00 payat w I insta.kments each n the amount of the Monthly Payment(or other parodic payment)shown pk,s any applcable sales andvor use tax Subsequent rsbamems will be payable or the fit day of led,rental pa,me-I period',loom beginning after the fest rental payment pend or as otherwise agreed W.wit have the right tc eppry all sums mooned from you to any amounts due end owed to us under the Mans of dos Agreement Your obligation to make all Monthly Payments(on other periodic payment)hereunder is absolute and uncondmonal and you cannot withhold or offset against any Monthly Payments(a other periodic payment)for any reason ',ou egnm that you*JI re^vt payments to us in the form of company checks.or person"cheeks r the use of sow y'opnetcrst.ps, area debt nedt card or wires cnlr ago-.also agree cosh and cosh equrawes are Oct acceptable forms of payment for the Agreement and that you ore not remit such forms of payment to us WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR Wit l BE REFUNDED TO YOU IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE LEGAL AMOUNT 3 C+hT/EPSHIP OF EQUIPMENT We are It.Owner of the Edurpnent ono have sow trtie,unless you hive a 51 00 purchase cpbon.to the Eou,pment I.rcfodng soften') You agree to keep the Edulpmhent Tree ane o;ear of at lens end darns 4. WARRANTY DISCLAIMER WE MAKE NO WARRANTY EXPRESS Oft IMPLIED INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRE SENTATIONS MADE BY US LESSOR IS LEASING THE EQUIPMENT TO YOU-AS-IS".THE LESSOR AGREES TO PASS THROUGH TO YOU ANY AND ALL TRANSFERABLE WARRANTIES ISSUED BY THE MANUFACTURER AN09R SUPPLIER AT THE INCEPTION OF THE LEASE. You adndeteoge that Suppe-acv thea representatives are o r gents enc none of them are aulhor¢ej to modify the terms of Irks Agreemert or cn any Schedule tic rpresenebon or warranty of Suppler we,respect to the Equipment art bid us nor wit any brawn thereof slew you of any of your obligations hereunder except fon any Less..termnabon rights relating to the Suppliers default and performance You art aware of the nam.of the manufacturer or suppler of each iter-of Equipment and you the contact the mart,•du.w of suppler for a description of your warranty rights You hereby eddhoweedge and confirm trot you haw not moaned any taxfinancial aecourtb g or legal edvroe from us,the manufacturer or Supplier of the Equipment nt THIS AGREEMENT AND EACH SCHEDULE CONSTITUTES A'FINANCE LEASE-AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE 5 LOCATION OF EQUIPMENT You wet keep and use the Equpmient only at your address shown scow end you agree not to mow R urtess we agree to it At fie end of the Agretmam's term t you do not purc ase the Equipment you wta make the Equipment•rabble for pock up.in retail resalable condition(normal wear and Her acceptable).full wokng order and et complete leper 6.LOSS OR DAMAGE You we response.*to the rise of loss a for any destruction of or dermage totes Equpnent No soon loss or damage ralevet you torn nit payment obkgasons order the Agreement You pre.to promptly noNy us in wring of any lou or damage end you ad then pay to us the presale eel.,of the total of M unpaid Monthly Payments(a other penodc payments shown for M.full Agreement term pus the estimated fur market vale of the Equipment at Pt.end of the originally acheduled telm al discounted et four parent(4%)per year. My proceeds of insurance wit be pad to us and credited at our option against any loss or damage 7.COLLATERAL PROTECTION AND INSURANCE You are respons.be for k..peg We Equipment in good workrq order Except for ordinary wear and Mwyou are reaponsw*for prefacing In.Equipment from damage and loss of any kind N the Equpment is damaged or lost you ogree to oonbne to pay the amounts due and to beoonne out hereunder without setoff Of defense You agree to resaonaby cooperate wrtt us and any rsuw in the placement of coverage and daunt dMnu Wer 8.RESERVED 9.TAXES AND FEES Except to the extent you haw upon our wnten',towel wooded a veld tax enempbon cersbcate you agree o pay when invoiced M sales endI0 use taxes relasng to dos Agreement or the Epnoipr.wt 10.ASSIGNMENT YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEA SE THE EQUIPMENT OR THIS AGREEMENT.We may We assign or transfer ped Agreement and/or the Equipment with notice You agree that 1 we we.assign or transfer Nie Agreement and'or the Equipment the new Lessor we hew the same nets and benefits that we have now and we not haw to perform any of our obligations You agree that the rails of the new Lessor lei not be subject to any dans defenses or sit offs that you may hew*gnat Suppe,,Moths,a not you re noeeed d*Yoh asspnnent The cost of any Ecrupment Software"armee and other elements of Vag Agreement has been n.gobeed between you and the Suppler None of Lessor a assgees wnl erdepenoendy verify arty such costs Lessor s'signets wag be providing funding based on pie payment you have rtegobatsd wen Suppler You ore responsible for determining your accounsrg treatment of the•ppropnate tax legal Snrpal and accounting conporents of dos Agreement 11.DEFAULT AND REMEDIES (a)If you do not pay any lease payment or other turn due to us in accordance with the applicable lawwithin 45 days of submission of the Invoice in the mutually agreed upon format aiM delivery method et(b)I you break any of your mattrMe prowase•n the Agreement which s not area wean pert(30)business days atter nowt of noboe Pared from Lesser or(e)Lesseeb amens)or any gtrarrtor(s)are bled at•US or foreign gownsman'sanctions est or we sublet to sit obons there from you ler be in default N any pert of a payment a more than Mete(15)days W.you agree M pay a tete Nave of on.proem(1%)of the payment per month until such ire as your account brougtt current N you beach any term of this Agreement and after having beer green written notice and they(30)days to Me,and where such breach remains uncured.you hip be in debut we may do any cos or M of the foaowang worded however that Lessor may not mecouer value in excess of amount then unpaid plus M amounts b become die under the terms of the Schedule for es t/abet term(a)instruct Supper to wrathoo service parts and sup:a es and.*twice!Customer One Guaranty ib)temwl.te or cancel the Agreement and Falb Schedule-you agree to cmperwM us not as a penny by payng We sum of(t)all past due and current Monthly Payments(r ode periodic peynents)and cerges die under the appkcable defaulted SdMdda.and(a)the present value of al+moving Monday Payments(or other pentode payments)and charges for M remainder of the term of such Schedule discounted at the rale of four percent)4%)per annum (M Vie lowest rate paraded by law whichever te higher),and lag require you to alum Pt.Etupm.nt to us to•location designated by us(and ant"aspect to any Software and(U•nmedary terminate your right to toe the Software including the dsabthg Ion-site or by remote communication)of any Software I•)demand Pie rrvred,ee return and obtain possession of the Software and re-loans.the Software at a pubic or pante Wile andror(.1 Cause she Soltwr.supper to%ernsna*the Software(bens&support rip cin awwees under the Software license)We may recover interest ah any unpa d Defence at the rate of lour percent (4%)per annum but in no evert more than Me lawful maximum rate We may also use any of the remedies mestere o us under Arad.2A of the Unarm ComnercW Code as enacted in at Sete of Lessor or its Assignee a any oder taw You agree to pay our reasonable costs of coNctor)and enforcement. but not emotedattomey's fees and includingincludingclung but not Kneed to any lapel eceon a referral for collection If we have to lake poswo ssnn of f the moto Equprnent you agree to pity the cost detol court costs relettrig repossessor of any n The netproceedsof the saley dew wingena this possessed Equipment M be credited against what you owe us You ogre*Nat any duly or fit'e to enteric our nglts under pig Agreement does not Prevent w fromofeNee repossessed cumulative I e Alper*greed Out your raw rip fermatas are gowned exdeney by mus Apeernent and you warm lessee's enfMeq any m et•tater erre AlM our rens Ore rights under Aries.2A(508-SZ2)of the UCC 12.UCC FILINGS You grant us a eecunty interest in the Equpment d the Agreement a deemed a secured transactor and you aumatbe us to record•UCC-t Mincing statement or similar instrument in order to show our interest in the Equrpnent 13.CONSENT TO LAW,JURISDICTION AND VENUE My clam,Depute Or begotten relating to the executor.rtapreMean,Warnings or enyao.ment of the Agreement Of any of is related documents shall be gowned by the laws of the Sete of the Lessee without regard to apptieetar of ohoioe of law prncnes BOTH PARTES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US 14.LESSEE GUARANTEE You agree upon our request to submit the onpn"of des Agreement and any schedules to ane Lessor vie overnight courier the sere day of M fanrnse Of other eleetmo arwnrssan of the signed Agreement and such sdedues Bah partes agree that this Agreement and any schedules signed and submitted o us by facsimile or other electrons transmission shall upon exec son by us(manually or electroniceayas applicable) be binding upon the partes LESSEE AGREES THAT A FACSIMILE COPT'OR OTHER ELECTRONIC TRANSMISSION OF THIS DOCUMENT OR ANY SCHEDULE WITH FACSIMILE AND'OR ELECTRONIC SIGNATUREMAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW WITH RESPECT TO THE UNIFORM COMMERCIAL CODE YOU AGREE THAT THE FAXED OR OTHER ELECTRONICALLY TRANSMITTED COPY CONTAINING YOUR FAXED OR OTHER ELECTRONICALLY-TRANSMITTED SIGNATURE AND OUR MANUAL OR ELECTRONIC SIGNATURE SHALL BE CONSIDERED THE SOLE ORIGINAL FOR ALL 16.COMPUTER SOFTWARE Not.Mtstandng any other terms and cond4ons of the Agreement you ag'ee that as 10 Software only a)We have not hod do not have nor eel have any We to such SORware.b) You have executed or we execute a separate software hawse Agreement rip we are not•party to and hen no responsealbas w hotsoevr in regards to such boons*Agreement c)You have selected sudt Software end as per Agreement peva raph 4 WE MAKE NO WARRANTIES OF MERCHANTABIUTY DATA ACCURACY SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE.SYSTEMS INTEGRATION.OR OTHERWISE IN REGARDS TO SUCH SOFTWARE CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE SAID SOFTWARE LICENSE A3REEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE It NON-APPROPROPRIATION(Appeceble only for State s.public higher eduo•son and poetical subdvsion of a StaMI You we obligated sty to pay such Lease Payment'under any Schedule to this Agreement as may lawfully ben made tern funds budgeted and appropriated for that purpose dump your pen current fiscal year In Pe event you have requested and sufficient Ids Nall not be approplated or are not otherwise legely evadable to pay the Lease Payments reamed to be pad in the mad fecal year M Schedule she,be deemed to be animated at the end of the current Mud year You agree to Oliver anew noe:ue IC e of such errrmeben of at WSW 30 drys prior M the end of the dram fiscal year but fe,ue to give such notice she,not extend to Lease Sehed le term beyond the cumin fecal plait If a Served is is srmnated n accord•roe wren OW Section you ape to peaceably deliver the Etlupmnent to us at the location or locators spooned by us RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 66 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 2 - KMBS MASTER PREMIER ADVANTAGE SCHEDULE WITH MAINTENANCE For office use only(Check one) 0 Branch 0 Windsor Master Premier APPLICATION NO MASTER AGREEMENT NO SCHEDULE NO Schedule with Maintenance I<ONICA MINOLTA CUSTOMER BILL-TO INFORMATION rale schedules must be completed for each Whoa location.) FULL LEGAL NAME STREET ADDRESS,P 0 60'. MIL CITY STATE ZIP BILLING CONTACT NAME BLL-TO PHONE NUMBER- FAX NUMBER E-MAIL F pas a trteWdae raarOs 1a a osem atone a oda.aweless Orme yo.,as e,mressv rnmehtp to recawrn xm,.oasons(la S.014-mreewg a soswooe puroo,u r.Mut no"EelncAdela ala as rid b. Olaresdad es MOM liras alaasaNaaaa.swd messages and cab made by an aulomaac*mama amend system from Lessor and in siNaws ax vents Thu Eupress Consent access lc teen such telephone number Nat you • • b us now sr in ten Um and• .• such cab These calls and mss • s Amur acme lees from our cutout-• • CUS I OMLU INS TALLA IION LOCATION LESSEE LEGAL NAME STREET ADORE SS CITY STATE ZIP CONTACT NAME PHONE NUMBER FAX NUMBER MaknJModel/Accessories mca'aew soman oess noo n ane suw7a':0m'm.a.aawcaorq Asset Invoice Intomlabon Serval Number Stan Meter krr l I p See attached Schedule A'for additional Emupnent'Mongoose:Software TERM AND PAYMENT SCHEDULE TERM IN MONTHS #of payments Payment Frequency Payment Amount Advance Payment IMA so'sr+a W.) 'awe. ❑Quarterly 0 Monthly $ Payment includes B&W pages per month Overages billed it W at SE per B&W page Payment includes Color pages per month Overages billed at S per Color page RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 67 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 The following language applies in the event a separate maintenance agreement is not signed 1.MAINTENANCE AND SUPPLIES The charges established by this schedule include payment for the use of the designated Equipment and accessories. maintenance by Supplier including inspection adjustment parts replacement drums and cleaning material required for the proper operation as well as toner. developer.copy cartridges and pm kits All supplies are the property of Supplier until used.If your use of supplies exceeds the typical use pattern(as determined solely by Supplier)for these items by more than 10% or should Supplier in its sole discretion,determine that Supplies are being abused in any fashion you agree to pay for such improper or excess use Paper must be separately purchased by you A page is defined as one meter click and varies by page size as follows 8 5'x11 = 1 click 11'x17 =2 clicks 18`x27•=3 clicks 27x35 =4 clicks and 36"x47"=5 clicks You agree to provide Supplier free and clear access to the equipment and Supplier will provide labor or routine remedial and preventive maintenance service as well as remedial parts. All part replacements shall be on an exchange basis with new or refurbished items Emergency service calls will be performed at no extra charge during normal business hours(defined as 8 30am to 5 OOpm Monday through Friday exclusive of holidays observed by Supplier) Overtime charges at Suppliers current NASPO ValuePoint Master Agreement("Master Agreement-)rates will be charged for all service calls outside normal business hours Supplier will not be obligated to provide service or repairs in the event of misuse or casualty and will charge you separately if such repairs are made If necessary the service and supply portion of the Agreement may be assigned You acknowledge that(a)the Supplier(and not Lessor or its assignees)is the sole party responsible for any service repair or maintenance of the Equipment and(b)the Supplier(not Lessor or its assignees)is the parly to any service maintenance agreement 2.OVERAGES AND COST ADJUSTMENTS You agree to comply with any billing procedures designated by us including notifying us of the meter reading on the Billing Date If meter readings are not received we reserve the right to estimate your usage and bill you for that amount We may bill you a per page charge for all pages produced between the date of your final invoice and the dale when you satisfy your obligations under the Agreement and either purchase or return the equipment to us Notwithstanding anything herein to the contrary for pools designated as One Rate-pools.and escalations within the original Agreement terns do not apply nor are meter readings required. THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER AGREEMENT IDENTIFIED ABOVE. LESSOR ACCEPTANCE Konica Minolta Premier Finance LESSOR AUTHORIZED SIGNER TITLE DATED CUSTOMER ACCEPTANCE X Fu'._LEGAL NA11E OF CUSTOMER(ss referenced Wove) AUTHORIZED SIGNER DA-ED FECEF.AL TA G• PRINT NAME -I'LE RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 68 DocuSign Envelope ID- 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 3 — KMBS MASTER PREMIER LEASE SCHEDULE WITHOUT MAINTENANCE 4111111 For office use only(Check one) Q Branch Q Windsor Master Premier APPLICATION NO MASTER AGREEMENT NO SCHEDULE NO _ Schedule without Maintenance KONICA MINOLTA CUSTOMER BILL-TO INFORMATION • schedules must be•. •tor each durno tocatson.t FULL LEGAL NAME STREET AOORESS r P 0 BOA CITY STATE ZIP BILLING CONTACT NAME YILL-TO PHONE NUMBER- FAX NUMBER E-MAIL etn Hieing a rrpPon.number Nr a cotter sate or other votress deuce you we e,rpressy consert..1 to recremg oa wncatwn dor NON+naArd a so•arason purposes}as that number ncfrrdng but not Word•o rerecorded or arerda woe message caat ten menages and calls made by an wrgmaoc Iswprarr d_n9 system from Lessor and a aRAales and+7snes Toa Exton*Caawd apples to each such telephone number drat you •• • to us now or n the future and• • such cats These can.and massa•es ma mew access Nes from • radar• • • CUSTOMER MST ALLAIION LOCATION LESSEE LEGAL NAME STREETAOONESS EPP try STATE ZIP CONTACT NAME MIR PHONE NUMBER FAX NUMBER Make/Model/Accessories rv.ca a son..•n«cr4amh w suppm.%s ensor.repuca rel Serial Number Start Meter Read(s) EMIL 111= L A 11111 ire. 11WMPT L 4 O S..reached Schedule A for arterial Equpnxnt-Aooeasones Software TERM AND PAYMENT SCHEDUI E TERM IN MONTHS #of payments Payment Frequency Payment Amount Advance Payment . ,.el. -ar•M.n••v �. n KYrn'r«.�.erl ❑Quarterly❑ Monthly $ $ END OF I EASE OPTIONS: vow an,Cans Ale kasowng opnons ane end I the on finer,yen od d the Leas*has not renamaced berry era no*rent d,Maur under tee Leapt has=coned and N con!numg r P;,r:^e:e:re Eoupmant for the Fur Marfret Veto.as de:arnned by us 2 Renew the Lissa per paragraph 1(on Ap eerne,nn 3 Return Equpment is pronWd n Paapraph S fon AgnsamarnS THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT IDENTIFIED ABOVE. LESSOR ACCEPTANCE Konica Minolta Premier Finance LESSOR AUTHORIZED SIGNER TYLE"--' ---- DATED _.._- CUSTOMER ACCEPTANCE X FULL LEGAL NAME OF CUSTOMER(as reir.nc.d above• AUTHORIZED SIGNER DATED FEDERAL TAXI 0 I PRINT NAME TITLE RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 69 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 4 - KONICA STANDARD MAINTENANCE TERMS AND CONDITIONS SCHEDULE Attachment 4- Konica Standard Mair RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 70 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-248883152202 ATTACHMENT 5 - KMBS MIPA AGREEMENT ©= Attachment S-KMBS MIPA Agreementokd RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 71 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B3152202 ATTACHMENT 6 - KMBS MIPA SCHEDULE This MASTER INSTALLMENT PAYMENT AGREEMENT SCHEDULE("Schedule")is entered into as of , pursuant to that certain Master Installment Payment Agreement dated as of between De Lage Landen Financial Services, Inc. (''Payee")and ('Obligor"). Upon acceptance of this Schedule. Payee shall remit the fees as provided in section 2 herein. 1. Description 2. (a) Interim Fees shall be due and payable on the date specified in Payee's invoice(s)therefor and shall be computed by dividing one Installment Payment by thirty(30)and multiplying the result by the number of days from and including the date of Obligor's delivery and acceptance of the Licensed Software and Services to the commencement date hereof. (b)LICENSE FEES: Paid To$ Paid To$ SERVICE FEES: Paid To S Paid To S 3. INSTALLMENT PAYMENTS: Commencing Total Amount Due $ 4. PAYMENT INFORMATION: Installment Payments shall be made to: De Lage Landen Financial Services, Inc. ("Payee')at 1111 Old Eagle School Road. Wayne, Pennsylvania 19087, or to such other address or payee as Payee shall notify Obligor The late charge for amounts not paid within 45 days of the due date shall be 1%per month of the outstanding balance or the maximum interest rate permitted by law,whichever is lower 5. TERMS OF SCHEDULE: Obligor and Payee agree that this Schedule shall constitute a payment obligation for the purchase of the Licensed Software and Services described in Section 1 above subject to the terms and conditions of this Schedule and of the Master Installment Payment Agreement, the terms and conditions of which are hereby incorporated by reference in this Schedule and made a part hereof to the same extent as if such terms and conditions were set forth in full herein Capitalized terms used in this Schedule and not otherwise defined herein shall have the meanings set forth in the Master Installment Payment Agreement 6.DELIVERY AND ACCEPTANCE: Obligor certifies that the Licensed Software and Services as described herein have been delivered and received by Obligor 7. FACSIMILE DOCUMENTATION: It is agreed that a facsimile copy of this Schedule with facsimile signatures may be treated as an original and will be admissible as evidence PAYEE ACCEPTANCE Konica Minolta Premie) Finance Payee AUTHORIZED SIGNER TITLE DATED OBLIGOR ACCEPTANCE X - FULL LEGAL NAME OF OBLIGOR On nferersoed above) AUTHORIZED SIGNER DATED 111 FEDERAL TAX I 0 r PRINT NAME TITLE RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 72 tr DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 7 — KMBS MUNICIPAL AUTHORIZATION Date: Reference is made to the lease, loan, rental and/or other financial agreement (the "Finance Agreement") dated , 20 between Konica Minolta Premier Finance (herein called "Creditor") and (herein called "Obligor") for the financing of (equipment description). The undersigned acknowledge in connection with the negotiation, execution and delivery of the Finance Agreement and other related documents by and between Creditor and Obligor (collectively the "Documents"): 1. The Finance Agreement set forth above and any Documents executed in connection therein have been duly authorized, executed and delivered by the Lessee and constitutes a valid, legal and binding agreement enforceable in accordance with its terms. Additionally, I do hereby certify on behalf of Obligor, that the individual who signed the Finance Agreement and any related Documents is authorized to execute and deliver such to Creditor. 2. All required Procurement and approval procedures, including but not limited to, public bidding procedures regarding the award of the Finance Agreement have been followed by the Lessee and no further approval, consent or withholding of objections is required from any Federal, state or local governmental authority with respect to the entering into or performance by Lessee of the Finance Agreement contemplated hereby. 3. Except as provided in the Finance Agreement or the Documents, Lessee has no authority (statutory or otherwise) to terminate the Finance Agreement prior to the end of its term for any reason other than non-appropriation of funds to pay the Finance Agreements Payments for any fiscal period during the term of the Finance Agreement. YOU AGREE THAT A FACSIMILE COPY OF THIS DOCUMENT WITH FACSIMILE SIGNATURES MAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW. The undersigned by signing below hereby affirms the statements made above are based upon the undersigned's personal knowledge, and as to those matters, believes the information to be true and correct. BY: BY: Title: Title: Date Date Signature Signature RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 73 DocuSign Envelope ID:1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 8 - KMBS WARRANTY CUSTOMER ONE GUARANTEE Q Attachment 8-KMBS Warranty Customer 0 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 74 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 9 — KMBS MPS SITE AGREEMENT Agreement Between Konica Minolta Business Solutions U.S.A., Inc. and: Customer Sold to ID Address City State ZIP voice Address FOY State ZIP Customer Email Monthly Printer Pricing Device Description CPP CPP Print Flat Rate OneRate 2.1 No.of Devices Base Fee Pricing Allowance (Puce Per Device) (Price Per Device) (Quantity) (Price) r.lurne) Network Color Network Mono Local Color Local Mono Thermal/Label Printer Or-Sat Mit Ewress Gar S.nr:.• Thermal/Label Printer /4Ivenoed Aerngk aedanmt,r• Thermal/Label Printer Gepet Sema" Scanner MICR Printer Specialty •On-Site Nut Stora ultdtral rflcdets Total Monthly Base Cost Upon Contract Signing ••Adraecui Grerna et R.pacenM and=.e of Sana for astnp rr_drs r::r'd' ^r &j 4d r, : 'rv?d,J-r�::P>,ft�Jtkti C fir For additional pnong, use separate attachment.For initial device inventory,see fleet report detail Agreement Effective Date germ �� 1 - f P.O.Number(flieglied) PO Covered Sites -- KMBS will prorrie scr,Ices on supj;orled products at the listed sites Address Service/Supply Contact City Subnet In Email State ZIP Subnet Out Phone Address Service:Supply Contact City Subnet In Email State ZIP Subnet Out Phone Address Service Supply Contact City Subnet In Email State ZIP Subnet Out Phone For larger lists of covered sites,use separate document(Excel,Word,etc)and attach KONICA MINOLTA BUSINESS SOLUTIONS U.SA..INC.. ., -. 44, 8YS-4000 yffisdcmbs.kanicaminollaugrorm 1025C-01092020 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 75 DocuSign Envelope ID:1904E99C-E265-432F-9E5E-2488B31522D2 Supported Equipment Supported equipment inventory list is provided in Attachment Schedule A(Consult App-generated Asset Listing)or the supported equipment list below It additional space is required,please complete a•KMBS Site Agreement Schedule B KMBS will provide services on the products/models specified in Schedule A and/or B Device Type Make Model Serial No. Special Consideration Customer Approval. Customer's signature below acknowledges Customer's consent to 'KMBS Maintenance Terms and Conditions - Schedule At•:in accordance with the NASPO ValuePoint Master Agreement.terms of which are incorporated into this agreement.Customer agrees to provide resources required by KMBS to fulfill the contracted services including physical space. network access and qualified personnel to assist where needed. Coverage listed on this agreement is contingent on acceptance by Konica Minolta Business Solutions U.S.A..Inc om111 Customer • r'royal-'lease si•n below Name Signature Title Dots KMBS Sales Executive—•ease sin below KMBS Management Approval—please sign bel. Name Name Signature Signature • KMBS Employee ID Title Date . Date Femmes I.Pease revert program docunen ssen fa kit details end Ymtaoons 2 hA1135 standard often.;a rrmmrrr flat rate a Cc'P base wnh weedy thane bialq salve appeal*Neosp a to tie first twelve month of to lent 3 Thermaltabel Prier bat rate programs are is seNrce'support and exclude papers labels end therms cunt heeds 4 IQIPF Advantage Lease Tums and Corebons take the place of and supersedes See Agreement Tums and Cr:Means KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC.100 Williams Drive.Ramsey,NJ 07446 t201)825-40C: www kmbs konecarnnolta us cum 1025C:,01092020 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 76 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488631522D2 ATTACHMENT 10 - KMBS ECM HOSTING SOW Attachment 10- KMBS ECM Hosting S RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 77 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B3152202 ATTACHMENT 11 - KMBS ECM SOFTWARE SUBSCRIPTION SOW I Attachment 11 -KMBS ECM Software Subscr RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 78 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 12 — KMBS SSD DISPOSAL OPTIONS PROJECT: KMBS Secure Disposal Service Date: Prepared By: Introduction This Statement of Work("SOW")document fully defines the Products and Services to be provided by Konica Minolta Business Solutions U.S.A., Inc. ("KMBS").When a MFP is disposed of or is at the end of its life, KMBS offers secure disposal options that can provide piece of mind. These options include: Option 1 -As-is disposal The Konica Minolta MFP will be picked up according to the respective terms and conditions of your contract and disposed of accordingly in a responsible manner. The internal data of the machine will not be altered or modified in any way. Option 2-In-place data Where available, a KMBS field engineer will perform a"data cleaning overwrite"of the Solid State Drive(SSD)using built-in sanitization technology. The drive will be cleared of data and re-initialized in the machine before disposal. Availability of this option depends on model and configuration. Option 3 -Solid State Drive At the time of disposal,the internal Solid State Drive will be replacement and return removed and sealed in a container that will be returned to the customer.A replacement Solid State Drive will be installed and reinitialized with the generic device control programs. Availability of this option depends on model and configuration. Cost-$300 Responsibilities • Option 2- In-place data cleaning KMBS: • Identify available data overwrite'compliance options available for specific unit(s). • Inform the customer what data overwrite compliance options are available for applicable MFP models • Inform the customer on the estimated time required for the chosen Solid State Drive sanitization method • Obtain customer's certification that the data overwnte may be performed Once initiated,data stored on the MFP's Solid State Drive will not be recoverable. • Perform overwrite functions pursuant to the option selected by the customer and options available for the specific MFP See Table 1 for options and descriptions Customer: • Contact KMBS and schedule service date • Identify machines requiring data overwrite • Provide KMBS Field Engineer(s)physical access to all MFPs requiring data overwnte • Review and select overwrite options applicable to MFPs requiring data overwrite Inform the KMBS Field Engineer of the overwrite options selected for the MFPs requinng data overwrite • Authonze the KMBS Field Engineer to perform the data overwrite Once initiated,data stored on the MFP's Solid State Drive will not be recoverable. • Acknowledge data overwrite was completed by signing the Project Completion portion of this document RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 79 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2468B31522D2 Option 3 - Solid State Drive replacement and return KMBS • Contact KMBS and schedule service date • Provide KMBS with a contact at location authorized to receive Solid State Drive • Identify and order replacement parts for MFPs requiring Solid State Drive replacement • Remove Solid State Drives from applicable MFP units • Place Solid State Dnve in a sealed container and surrender to the customer's designated recipient • Install replacement Solid State Drive (and any other requisite parts) Initialize the system and install base MFP system firmware permitting standard operations and functions. It may not be possible to reinstall special applicationiadd-on software packages (Examples include. i-Option applications, audit software. accounting software and document management software) Customer: • Identify machines requiring Solid State Drive replacement Provide KMBS with MFP model and serial number • Provide KMBS Field Engineer(s) physical accesses to all MFPs requiring Solid State Dave replacement • Authorize the SSD replacement Once the SSD is removed, data stored on the MFP's SSD will no longer be accessible via traditional methods • Designate by name the individual(s)who shall receive SSDs removed from the MFPs Pnnt or type name. • Acknowledge completion of the Solid State Drive replacement(s)by signing the Project Completion portion of this document Solution Overview: The following MFPs and options have been designated for this project. Option 2: Data Overwrite shall be •erformed on the followin a MFPs. Model Senal# Overwrite Option Completion O•tion 3: Solid State Drive re•lacement and return shall be • -rformed on the followint MFPs.. Model Serial# Solid State Drive Surrendered to: Project Schedule Project will begin within days upon receipt of Customer's acceptance by KMBS. Assumptions 1. Solid State Drive replacements are available from an acceptable source. 2. Special software application installed on MFPs may not be reinstalled after the data overwrite or SSD replacement 3. MFPs are operational and Kt1BS Field Engineers will have physical access to the designated units Project Acceptance The estimated hours required to complete this project is The estimated cost of this project is $ Project completion is scheduled on RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 80 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 Change Approval Process Change Requests shall be submitted by the customer to the KMBS project manager. The request shall describe the problem or question that resulted in the desired change. The KMBS project manager will evaluate and identify the amount of time that will be added to the project schedule, if any, as well as additional services price, if any. KMBS standard Terms and Conditions apply to the agreement. A copy of KMBS Terms and Conditions can be provided upon request. Customer SOW Acceptance: Project Completion: Date: Date: Authorized Signature Authorized Signature Print Name Printed Name Title Title RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 81 DocuSign Envelope ID: 1904E99C-E265-4321--9E5E-2488B31522D2 ATTACHMENT 13 — KMBS INCUMBENCY CERTIFICATE Re: dated as of , 20_ (the "Agreement"), between , as obligor ("Obligor"), and , as lender ("Lender") 1. Being a knowledgeable and authorized officer of Obligor, duly elected, qualified and acting [SECRETARY] of the Obligor, and that I have custody of the corporate records of the Obligor, and I hereby certify to Lender that the person(s)who executed the Agreement are legally authorized to do so on behalf of Obligor and that the signatures that appear on the Agreement are genuine. 2. Set forth below are the names and, as applicable, true signatures of individuals ("Officers") who hold the office/title of the Obligor set forth opposite their respective names 3. Each of the Officers set forth below have the requisite power and authority pursuant to the Obligor's by-laws and/or resolutions to enter into the Agreement with Lender on behalf of the Obligor. NAME TITLE SIGNATURE Additionally, each of the authorized persons named herein may execute any Agreements by the use of such person's electronic signature on any such Agreement. Each of the authorized persons named herein (i) has authorized the use of such person's electronic signature on any Agreement, (ii) has ratified the use of such electronic signature on any Agreement executed and delivered prior to the date hereof in the name and on behalf of the Obligor and to bind the Obligor, and (iii) has confirmed that such Agreements constitutes valid, legal, binding and enforceable obligations of the Obligor. Lender, and any assignee, may rely on the use of any such person's electronic signature on any Agreement without undertaking any independent investigation or inquiry as to the person electronically signing any such Agreement. Lender is authorized to act and rely on the foregoing until it receives written notice from the Obligor of the revocation or modification thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this day of , 20 OBLIGOR AGREES THAT A FACSIMILE COPY OF THIS DOCUMENT WITH FACSIMILE SIGNATURES AND/OR ELECTRONIC COPY WITH ELECTRONIC SIGNATURE(S) MAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW Signature X: Print Name: Title: (THE INCUMBENCY IS TO BE EXECUTED BY A PERSON OTHER THAN THE SIGNER OF THE AGREEMENT AND RELATED DOCUMENTS. THIS MAY BE A BOARD CLERK/SECRETARY, BOARD MEMBER OR OTHER AUTHORIZED OFFICIAL OR OFFICER.) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 82 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 14 - KONICA CUSTOMER EXPECTATION GUIDE SOLUTIONS SUPPORT ©' Attachment 14- Konica Customer Expo RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 83 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2458B31522D2 ATTACHMENT 15 - KONICA SAMPLE MPS STATEMENT OF WORK Attachment 15- Konica Sample MPS S RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 84 DocuSign Envelope ID: 1904E99C-E265-432F-9E5E-2488B31522D2 ATTACHMENT 16 — KONICA EQUIPMENT REMOVAL AUTHORIZATION FORM •KONICJ\MINOLTA Equipment Removal Authorization Customer: Pick Up Address: Contact Name: Contact Phone: Equipment being removed from Customer's Location: Maio: Model: Serial Namber: Male; YWei: Serial Number: rave; Yodel: Serial Number: (Customer Owned Asset: Customer represents and warrant&that It hac good Ube to the equipment free and ohar of any lien mortgage.encumbrance or ceourity Interact of any kind. Upon signing this Agreement Customer surrenders possession oft the equipment and all oomponents oordained therein to KMBS. Customer further agree&that the surrendered equipment will be available for plod-up at the came time that any new equipment Is delivered. If the surrendered equipment lc not ava`Iabl for plod-up at time of new equipment delivery customer will be lnvobed an addRlona'i snare,for the separate plod-up El Lease Company Owned Asset Lease Company Name: Lia s: nu pgrad•to Return r'.B:a reso or trent ease oo gator Asset Deeng:to the Lease Company KMBS er i sop tact to Lease Company gUpgrade to Keep AVE:a re:Ove current ease ob gator Asset beongo to KMBS unseat oterw:e Stated bac* (Buyout to Reap n ma3*I reser vs currMt ease 00 gator Asst be ongs to KMBS tress other*se stated beta LEnd of Lease Return A:Set Deong:b the Lease Company KM83 w- return equipment'stet above to the re-.pectre easrq ccmpary upon recent o'a written Return Atat onraton Letter and 31.1lppng MsthKDon: In the event KMBC doe:rot thele a RC.Jm Ai.tDn>abon Utter and 8r110p.ng h:ruttons wtl1M 90 day:Of equipment plot up from Customer:ccabon,and Customer nae not-ede additional arranpemenm with K/A83 lir storage the eau'Orrent I':ted above w be retuTeO to Cu:to—err Otabon Or act up. Buyout or upgrade quote may Include an,&timate of pages produced between last meter billing and date the lease obligation Is satisfied or equipment lc returned. Shipping Feetc)to 8,Invoiced to Customer End o!Lease Return requiring Interim storage of equipment require&pre-authorization front the Regional Operations Manager and Market Vice Preclderl arid Is cubleot to availability of storage&pact in a KMBS warehouse or arrangement for offctte storage. Comments: Tee enders grid recresent:that he':ne Zan siAADraed recreserdatve of Customer and ha:arlomy to bind Customer to ISIS Agreement. CUSTOMER KMBS ha—* Nimes Ner rwr r�wee less 3 griabse S ghat-re_ Dau The Tpe: KONICA MINOLTA BUSINESS SOLUTIONS U.SA,INC. i0C Yilnlams Onve,Ramsey.NJ 074.06 201 i t2$-4000 www limbs SonicamlroIta us Form:5003-090120-C RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 85 Docusign Envelope ID:078COBAD-9E38-4856-93EB-8D5EB75FC5EA EXHIBIT "B" STATE OF FLORIDA ALTERNATIVE SOURCE CONTRACT 44100000-24-NASPO-ACS Piggyback Contract—Konica Minolta Business Solutions U.S.A.Inc. 9 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Department of MANAGEMENT1.111H SERVICES We serve those who serve Florida Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS For Multi-Function Devices, Copiers, and Related Software and Services This Enterprise Alternate Contract Source No. 44100000-24-NASPO-ACS for Multi-Function Devices, Copiers, and Related Software and Services ("Term Contract"), is between the Department of Management Services ("Department"), an agency of the State of Florida, located at 4050 Esplanade Way, Tallahassee, FL 32399; and Konica Minolta Business Solutions U.S.A., Inc. ("Contractor"), located at 100 Williams Drive, Ramsey, NJ, 07446; collectively referred to herein as the "Parties." WHEREAS, section 287.042(16), Florida Statutes (F.S.) authorizes the Department to evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services. WHEREAS, the Lead State of Colorado through NASPO, competitively procured Multi-Function Devices and Related Software, Services, and Cloud Solutions and executed contract No. Master Contract No. 187962, Multi-Function Devices and Related Software, Services, and Cloud Solutions ("Master Contract"), with the Contractor; and WHEREAS, pursuant to section 287.042(16), F.S., the Secretary evaluated the Master Contract and determined that use of the Master Contract is cost-effective and the best value to the state. NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term and Effective Date. The Master Contract became effective on August 1, 2024, and its term currently ends on July 31, 2026. The Master Contract has three (3) years of renewals available. This Term Contract will become effective on August 1, 2024 or on the date signed by all Parties, whichever is later. This Term Contract will expire on July 31, 2026 unless terminated earlier or renewed in accordance with Exhibit B, Enterprise Standard Terms and Conditions. 2. Order of Precedence. This contract document and the attached exhibits constitute the Term Contract and the entire understanding of the Parties. This contract document, Exhibits A, B, C, and D constitute the Participating Addendum to the Master Contract and modify or supplement the terms and conditions of the Master Contract. All exhibits listed below are incorporated into this Term Page 1 of 3 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS For Multi-Function Devices, Copiers, and Related Software and Services Contract by reference herein. In the event of a conflict, the following order of precedence shall apply: a) This contract document b) Exhibit A, Additional Terms and Conditions to the Enterprise Contract c) Exhibit B, Enterprise Standard Terms and Conditions d) Exhibit C, PUR 7801 e) Exhibit D, Florida Post-Hoc Lease-Cancellation (FLPL) Schedule for Konica Minolta Business Solutions, U.S.A., Inc. f) Exhibit E, Master Contract (including any amendments to the Master Contract made prior to the effective date of this Term Contract and any subsequent amendments to the Master Contract that are added to this Term Contract in accordance with the Modifications Section listed below) Where the laws and regulations of a state other than the State of Florida are cited or referenced in the Master Contract, such citation or reference shall be replaced by the comparable Florida law or regulation. 3. Purchases off this Contract. Upon execution of this Term Contract, agencies, as defined in section 287.012, F.S., may purchase products and services under this Term Contract. Any entity making a purchase off of this Term Contract acknowledges and agrees to be bound by the terms and conditions of this Term Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Term Contract. 4. Primary Contacts. Department's Contract Manager: Christopher McMullen Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399 Telephone: (850) 922-9867 Email: christopher.mcmullen(a�dms.fl.gov Contractor's Contract Manager: Sunny Kim Konica Minolta Business Solutions U.S.A., Inc. 1595 Spring Hill Road, Suite 140 Vienna, VA 22182 Phone: 703-760-3588 Email: skim(a..kmbs.konicaminolta.us Page 2 of 3 Docusign Envelope ID.B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Enterprise Alternate Contract Source (ACS) No. 44100000-24-NASPO-ACS For Multi-Function Devices, Copiers, and Related Software and Services Either party may notify the other by email of a change to a designated Contract Manager providing the contact information for the newly designated contact, and such notice is sufficient to effectuate this change without requiring a written amendment to the Term Contract. 5. Modifications. Unless otherwise stated in the Term Contract, any amendments to this Term Contract must be in accordance with Exhibit B, Enterprise Standard Terms and Conditions. If amendments are made to the Master Contract after the effective date of this Term Contract, the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into this Term Contract, enter into a written amendment with the Department in accordance with Exhibit B, Enterprise Standard Terms and Conditions. IN WITNESS THEREOF, the Parties hereto have caused this Term Contract to be executed by the undersigned duly authorized undersigned officials. State of Florida: Contractor: Department of Management Services Konica Minolta Business Solutions U.S.A., Inc. DocuSigned by. ,--DocuSigned by: By: ,91r7ar,s.»ss.4ee y'`••--9r2tACDy7E mase Name: Pedro Allende Name:Sam Errigo Title: Secretary Title: CEO Date: 11/26/2024 12:35 PM EST Date: 11/26/2024 I 9:09 AM EST Page 3 of 3 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Department of MANAGEMENT 'ii SERVICES We serve those who serve Florida EXHIBIT A ADDITIONAL TERMS AND CONDITIONS TO THE ENTERPRISE CONTRACT The Contractor and Customers acknowledge and agree to be bound by the terms and conditions of the Term Contract, which includes the Enterprise Standard Terms and Conditions and these Additional Terms and Conditions to the Enterprise Contract. The following subsections are added to the Enterprise Standard Terms and Conditions (Exhibit B): SECTION 18: PUNCHOUT CATALOG AND ELECTRONIC INVOICING. The Contractor is encouraged to provide a MFMP punchout catalog. The punchout catalog provides an alternative mechanism for suppliers to offer the State access to Products awarded under the Term Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier's Enterprise Resource Planning (ERP) system, which can reflect real-time Product inventory/availability information. Through utilization of the punchout catalog model, a Florida buyer will "punch out" to a supplier's website. Using the search tools on the supplier's Florida punchout catalog site, the user selects the desired Products. When complete, the user exits the supplier's punchout catalog site and the shopping cart (full of Products) is "brought back" to MFMP. No orders are sent to a supplier when the user exits the supplier's punchout catalog site. Instead, the chosen Products are "brought back" to MFMP as line items in a purchase order. The user can then proceed through the normal workflow steps, which may include adding/editing the Products (i.e., line items) in the purchase order. An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details. The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the Customer through one of the mechanisms as listed below: 1) EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set(810)for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Ariba Network (AN)for catalog and non-catalog goods and services. 2) PO Flip via AN This online process allows Contractors to submit invoices via the AN for catalog and non- 1 Docusign Envelope ID B90059CD-DB6F-400A-87AC-5543E 7A5F F D5 catalog goods and services. Contractors have the ability to create an invoice directly from their inbox in their AN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities. The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider the right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the Products made available by the Contractor under the Term Contract. SECTION 19: FINANCIAL CONSEQUENCES. Failure to comply with the requirements of the Term Contract will result in the imposition of financial consequences. The following financial consequences will apply for the Contractor's failure to meet the performance metric standard and due date corresponding with the deliverables under the Term Contract. The Customer and the Contractor may agree to add additional Financial Consequences on an as-needed basis beyond those stated herein to apply to that Customer's resultant contract or purchase order. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Term Contract termination or nonrenewal, when the Contractor has failed to comply with the provisions of the Term Contract. The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Term Contract performance and every month or quarter, respectively, thereafter. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID: 890059CD-DB6F-400A-87AC-5543E7A5FFD5 Financial Consequences Chart — - l Financial Consequence for Deliverable Non- Performance Performance Due Performance /Not Metric Date Received by the Contract Manager Contractor will All Term Contract Completed reports $250 per day late timely submit Quarterly Sales are due on or complete Term Reports will be before the 30' Contract Quarterly submitted timely calendar day after Sales Reports with the required the close of each information State fiscal quarter Contractor will All MFMP Completed reports $100 per day late timely submit Transaction Fee are due on or complete MFMP Reports will be before the 15'h Transaction Fee submitted timely calendar day after Reports with the required the end of each information month No favorable action will be considered when Contractor has outstanding Term Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees/ monies, that are required under this Term Contract. SECTION 20: LEASE AGREEMENTS. a. Equipment leases are subject to the Terms and Conditions as set forth in the NASPO Master Agreement, Exhibit A, Section III A-F, except as provided in subsection g., "Early Termination for Convenience of Straight Leases." b. Contract users will not sign lease agreements. The purchase document referencing Master Agreement number 187962 and Contract number 44100000-24-NASPO-ACS will be sufficient. c. To initiate a lease, Purchasing Entity may issue a Purchase Order ("PO") and reference the type of lease (FMV, Capital Lease or Straight Lease) on the PO or may simply sign other transactional documents deemed acceptable to the parties. d. Assignment: Contractor may assign, solely for financing purposes, upon written notification to and subsequent approval by the State of Florida, their right title and interest in and to: (i) the Products subject to the Lease Agreement; (ii) all payments and other amounts due and to Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID B90059CD-DB6F-400A-87AC-5543E7A5FFD5 become due thereunder with respect to the Products; and (iii) all rights and remedies under this Contract with respect to the Products, such payments and other amounts due. Any such assignment, however, does not excuse Contractor from fulfilling their obligations outlined in the terms and conditions of either the NASPO ValuePoint Master Contract #187962 or the Contract. Contractor intends to assign, solely for financing purposes, rights as set forth immediately above and this paragraph constitutes the required written notification to the State of Florida. All lease programs must remain with the Contractor, Contractor's leasing partners, or third-party financial institutions throughout the term of the agreement. e. End of Term Notification: Contractor must notify a Purchasing Entity, in writing, of their End of Term options at least sixty (60) to ninety (90) days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to, the following: i. Any acquisition or return options, based on the type of lease agreement; ii. Any renewal options, if applicable; and/or iii. Hard drive removal and surrender cost, if applicable. f. End of Term Options: If a Purchasing Entity desires to exercise a purchase, renewal, or return of the Equipment, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Equipment, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Product will be mutually arranged. g. Early Termination for Convenience of Straight Leases: If a Purchasing Entity terminates a Straight Lease for convenience, the Purchasing Entity must pay, within a maximum of 60 calendar days after the requested termination, the difference of rates between the Straight Lease period which was selected at the time of order and the longest Straight Lease term which was fulfilled multiplied by the number of months the Purchasing Entity held the device. For example: a Purchasing Entity leases item number A7AK019 at a price of $1,796.31 for the 60-month Straight Lease rate of 0.02530 times$1,796.31, or$45.45 per month, but wishes to Terminate for Convenience after 33 months. The Purchasing Entity will pay the difference calculated by taking the Rate of the longest Straight Lease term which was fulfilled (in this instance, the 24-month rate, which is 0.05540) times the number of months the device was held by the Purchasing Entity(33)times the price of the Unit($1,796.31), and then subtracting from that number the payments already made. In this instance, the payment calculation would be (0.05540 * 33 * 1,796.31) — (0.02480 * 33 * 1,796.31) = (3,284.01) — (1,470.10) = $ 1,813.91. If a Purchasing Entity wishes to terminate a Straight Lease for convenience before the term of the shortest Straight Lease offered by the Contractor, the Purchasing Entity will convert the Straight Lease to the Florida Post-Hoc Lease-Cancellation Rate (FLPL Rate) and pay, within a maximum of 60 calendar days after the requested termination, the difference between the rate of the Straight Lease period which was selected by the Purchasing Entity at the time of Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 order and the FLPL Rate multiplied by the number of months the Purchasing Entity held the device. For example: a Purchasing Entity leases item number A7AK019 at a price of $1,796.31 for the 60-month Straight Lease rate of 0.02530 times$1,796.31, or$45.45 per month, but wishes to Terminate for Convenience after 12 months. The Purchasing Entity will pay the difference calculated by taking the FLPL Rate (0.1000)times the number of months the device was held by the Purchasing Entity (12) times the price of the Unit ($1,796.31), and then subtracting from that number the payments already made. In this instance, the payment calculation would be (0.1000 * 12 * 1,796.31) — (0.02480 * 12 * 1,796.31) = (2,155.57) — (534.58) = $1,620.99. SECTION 21: PRODUCT INSTALLATION & INVOICING. Unless otherwise agreed to by both parties, signing the delivery and acceptance ("D&A") certificate constitutes Acceptance of the Device(s) and allows Contractor to invoice for the Device(s). Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity. Contractor will provide timely billing and Purchasing Entity will notify Contractor, in writing, of any billing concern. In order for Contractor to generate accurate service invoices, Purchasing Entities shall provide meter reads within the Contractor(s) requested timeframe. Invoices that are generated without receiving the proper meter-read information from the Purchasing Entity will not be considered inaccurate. The Purchasing Entity shall provide written notice of any alleged invoicing issue(s) and the Contractor will be allowed a thirty (30) day cure period to address any such issue. Failure on the Contractors part to maintain accurate meter read invoicing shall result in a $25.00 per instance credit on the following month's service invoice. SECTION 22: NOT SPECIFICALLY PRICED ("NSP") OPEN MARKET ITEMS. Not Specifically Priced (NSP) items compliment or enhance the Products and/or Services offered under the resulting Master Contract, and may be purchased as a stand-alone option. NSP items will not include: i. Interactive White boards; ii. Computers, monitors, or other related items; iii. Fax machines; iv. Kiosks v. Overhead Projectors; and vi. Cameras. NSP items may only be acquired through the Contractor or their Authorized Dealers and must be reported quarterly with all other sales under the resulting Master Contract. NSP items must be priced at a minimum discount of 15% from MSRP or List Price. The maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity. Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 SECTION 23: SHOWROOM EQUIPMENT. Upon request by a Purchasing Entity, showroom Equipment for Groups A and B may be converted to a purchase, lease, providing the following conditions are met: a. The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined); and b. The Device must be discounted by at least 5% off the Master Contract pricing for that same Device; and c. The Purchasing Entity and the Contractor must indicate on the Order that the Device is a showroom model. SECTION 24: SOFTWARE. Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order. Purchasing Entities shall have the option to finance software subscriptions by utilizing Contractor lease rates. Notwithstanding the foregoing, in the event of a conflict in language between an end user license agreement (EULA) and the Master Contract, the language in the Master Contract will supersede and control, unless otherwise agreed to by a Participating State or Entity. In addition, any language in a EULA which violates a Participating State's constitution or a statute of that state; or violates the laws of a local entity making a purchase, will be deemed void, and of no force or effect. SECTION 25: MAINTENANCE SERVICE LEVEL AGREEMENTS. Purchasing Entities are subject to the Contractor's Standard Service Levels as outlined in the Master Contract, Contractor's Supplemental Documents, or as otherwise negotiated by the Participating State or Entity. SECTION 26: MANAGED PRINT SERVICES ("MPS") LEVEL AGREEMENT. Purchasing Entities are subject to the Contractor's "Konica Sample MPS Statement of Work" provided in Master Contract as Attachment 15, or a similar format approved by both parties. Contractor may not provide MPS maintenance or repair Services on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless they have a written agreement with the Manufacturer to do so. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, which must be approved by both parties prior to the initiation of any engagement Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 SECTION 27: CONTRACT PRODUCT OFFERINGS. The following Products and Services are included in this contract portfolio: • Group A— MFD, A3 • Group B — MFD, A4 • Group C — Production Equipment • Group D— Single-function Printers • Group E — Large/Wide Format Equipment • Group F— Scanners • Group G — Software • Group H — Consumable Supplies • Group I - Managed Print Services (MPS) • Sub-Group G1 — Software Related Services • Sub-Group Cl — Standalone Production Devices • Sub-Group C2— Industrial Print Equipment • Sub-Group D1 — Specialty Printers • Accessories for Discontinued Base Units • Maintenance Services for new, remanufactured, refurbished, and legacy devices The corresponding subsections of the Enterprise Standard Terms and Conditions (Exhibit B) referenced below are replaced in their entirety with the following: Section 5.2: Purchase Submission. For any purchases off the Term Contract, either the contract (as defined in Rule 60A-1.001, F.A.C.) must be executed between the Customer and Contractor, or the purchase order (as defined in Rule 60A-1.001, F.A.C.) must be issued by the Customer to the Contractor, no later than the last day of the Term Contract's term to be considered timely. Contracts executed, or purchase orders issued, after the last day of the Term Contract's term shall be considered void. All orders should contain the following: (1) "PO subject to NASPO ValuePoint Master Contract#187962 & State Contract#44100000-24- NASPO-ACS" (2) Purchaser's Address, Contact, & Phone-Number (3) Purchase order amount (4) Type of Lease and monthly payment (5) Itemized list of accessories (6) Service program and rates (7) Attached SOW Template if applicable. Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Section 7.4.1: Subcontractors. The Contractor will not subcontract any work under the Term Contract without prior written consent of the Department. The Contractor shall obtain prior written consent using the process identified on the Department's website: Subcontractor/Dealer/Reseller Forms / Vendor Resources / State Purchasing / Business Operations - Florida Department of Management Services (myflorida.com) The use of the term"subcontractor" may refer to affiliates, resellers, dealers, distributors, partners, teammates, and all other third parties utilized by the Contractor at any tier under the Term Contract. The Contractor is responsible for ensuring that its subcontractors providing commodities and performing services in furtherance of the Term Contract do so in compliance with the terms and conditions of the Term Contract. By execution of a Contract, the Contractor acknowledges that it will not be released of its contractual obligations to the Department or state agencies because of any failure of an affiliate, partner, subcontractor, reseller, distributor, or dealer. The Contractor is responsible for ensuring that its affiliates, partners, subcontractors, resellers, distributors, and dealers providing commodities and performing services in furtherance of the Contract do so in compliance with the terms and conditions of the Contract. The Contractor is fully responsible for satisfactory completion of all work performed under the Contract. All Contractors and resellers authorized in the State of Florida are listed in the Contractor's Authorized Dealer List, which is available on the NASPO ValuePoint website, and in the Contractor's Authorized Resellers List, which is available on the DMS State Contracts and Agreements website, and are approved to provide sales and service support, to participants in the NASPO ValuePoint Master Contract. The Contractor's dealer participation will be in accordance with the terms and conditions set forth in the Master Contract and this Contract. Section 10.7 Indemnification. For any and all third-party claims, actions, demands, liabilities, and expenses of any kind which are caused by, related to, growing out of or happening in connection with the Term Contract (including any determination arising out of or related to the Term Contract that the Contractor or its employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Department or State), the Contractor shall be fully liable for the actions of its employees, subcontractors, and agents and shall fully indemnify, defend, and hold harmless the Department and the State (including each of their current and former officers, agents, and employees)for any and all loss, damage, injury, costs, reasonable expenses, or other casualty to person or property to the extent caused by Contractor's negligence or greater culpability. Without limiting this indemnification requirement, the Department may provide the Contractor (i) written notice of any action or threatened action, (ii) the opportunity to take over and settle or defend any such action at the Contractor's sole expense, and (iii) assistance in defending the action at the Contractor's sole expense. The above indemnity requirement does not apply to that portion of any loss or damages proximately caused by the negligent act or omission of the Department or the State. Nothing herein is intended to act as a waiver of the Department's or State's sovereign immunity or to be deemed consent by the Department or State or its subdivisions to suit by third parties. Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 SECTION 13. DATA SECURITY. The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. "State of Florida data" means data collected by, transmitted from, created for, or provided by the Department or the Customer. The Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor's action or inaction. In the event of a Security Incident involving State of Florida data, the Contractor shall give notice to the Customer and the Department within three (3) business days of becoming aware of the Security Incident. "Security Incident" for purposes of this section will refer to an actual or imminent threat of a violation of information technology resources, security, policies, or practices, unauthorized access of State of Florida data, or occurrences that compromise the confidentiality, integrity, or availability of State of Florida data. An imminent threat refers to a situation in which the Contractor has a factual basis for believing that a specific incident is about to occur. Once a data breach has been contained, the Contractor must provide the Department and the Customer with a post-incident report documenting all containment, eradication, and recovery measures taken.The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other current state and federal rules and regulations regarding security of information. For purposes of this Contract, the corresponding subsections of the PUR 1000 referenced below are replaced in their entirety with the following: Section 5, subsection h.: Risk of Loss. Until acceptance, the risk of loss or damage will remain with the Contractor. The Contractor shall file, process, and collect all damage claims. To assist the Contractor with damage claims, the Customer shall (i) record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; (ii) report damages to the carrier and the Contractor; and (iii) provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. If the Customer rejects a Product, the Contractor shall remove it from the premises within thirty (30) Business Days after notification of rejection. Upon rejection notification, the risk of loss of a rejected or nonconforming Product will remain with the Contractor. Rejected Product not removed by the Contractor within thirty (30) Business Days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of it as its own property. The Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of a rejected Product. Section 8, subsection g.: Limitation of Liability. For all claims against the Contractor under the Contract, and regardless of the basis on which the claim is made, the Contractor's aggregate liability for direct damages under the Contract will be limited to the greater of$250,000 or in aggregate one and one-half(1.5)times the total payments made by the State to Contractor for the products or services in question in the twelve (12) months Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 immediately preceding the first occurrence of the event giving rise to such liability. This limitation will not apply to any claim arising under an indemnity provision of the Contract or any provision of the Contract relating to insurance required to be provided by the Contractor. Unless otherwise specifically enumerated in the Contract, no party will be liable to the other for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible. No party will be liable for lost profits, lost revenue, or lost institutional operating savings. For damages other than those excluded in the preceding paragraph, the Customer's liability is limited to: 1) if the damage is the Customer's failure to pay amounts due to the Contractor for Products received and accepted by the Customer pursuant to the Contract, then only the amount due for such Products and any interest owed under section 215.422, F.S.; or 2) in the event the damage is not related to the Customer's failure to comply with the payment provisions of the Contract, to the maximum of the limited waiver of sovereign immunity provided for in section 768.28, F.S. Additional Terms and Conditions to the Enterprise Contract (1/18/2024 Version) Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 EXHIBIT B Department of MANAGEMENT �� SERVICES W We serve those who serve Florida �� ENTERPRISE STANDARD TERMS AND CONDITIONS These Enterprise Standard Terms and Conditions set forth the terms and conditions regarding the administration of the Term Contract, including the provision of Products to Customers. Customer specific terms for purchases off this Term Contract shall be set forth in the Customer specific agreement. SP approved version 08-28-2024 Page 1 of 20 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FF05 SECTION 1. DEFINITIONS Capitalized terms used herein are defined as follows: "Attachments" means the attachments, addenda, schedules, exhibits, and other documents, however so titled, attached hereto or incorporated by reference herein. "Business Days" means Monday through Friday, inclusive, excluding State holidays specified in section 110.117, Florida Statutes ("F.S."). "Contractor" means the person or entity that is a party to the Term Contract and is offering Products for purchase. "Customer" means the agency, as defined in section 287.012, F.S., or eligible user, as defined in Rule 60A-1.001, Florida Administrative Code ("F.A.C."), that makes a purchase off the Term Contract. For the avoidance of doubt, this also includes the Department when it purchases off the Term Contract. "Department" means the Department of Management Services, an agency as defined in section 287.012, F.S., responsible for the administration of this Term Contract. "Enterprise Alternate Contract Source" means a contract authorized pursuant to section 287.042(16), F.S., or approved pursuant to section 287.057(3)(b), F.S., for statewide use. "Product" means any deliverable under the Term Contract, which may include commodities and contractual services, as each is defined in section 287.012, F.S. "Product" does not include, and no State funding under the Term Contract is being provided for, promoting, advocating for, or providing training or education on "Diversity, Equity, and Inclusion" ("DEI"). DEI is any program, activity, or policy that classifies individuals on the basis of race, color, sex, national origin, gender identity, or sexual orientation and promotes differential or preferential treatment of individuals on the basis of such classification, or promotes the position that a group or an individual's action is inherently, unconsciously, or implicitly biased on the basis of such classification. "State" means the State of Florida "State Term Contract" means a term contract that is competitively procured by the department pursuant to section 287.057, F.S. and that is used by agencies and eligible users pursuant to section 287.056, F.S. "Term Contract" means the legally enforceable term contract, as defined in section 287.012, F.S., between the Department and Contractor to which these Enterprise Standard Terms and Conditions apply, including all Attachments thereto. The Term Contract is either a State Term Contract or an Enterprise Alternate Contract Source. SECTION 2. CONTRACT AMENDMENT 2.1 Amendment. The Term Contract contains all the terms and conditions agreed upon by the parties. Unless otherwise stated in Term Contract, the Term Contract may only be amended upon mutual written agreement signed by the parties. No oral agreements or representations will be valid or binding upon the Department or the Contractor. Unless explicitly agreed to by the Department in the Term Contract, no unilateral alteration or modification of the Term SP approved version 08-28-2024 Page 2 of 20 Docusign Envelope ID:B90059CD-DB61-400A-87AC-5543E7A5FF05 Contract terms, including substitution of Product,will be valid or binding against the Customer. The Department and Contractor may modify the Term Contract to alter, add to, or deduct from the Term Contract specifications, provided that such changes are within the general scope of the Term Contract. The parties may make an equitable adjustment in the Term Contract price or delivery date if the change affects the cost or time of performance. SECTION 3. CONTRACT CONSTRUCTION AND ADMINISTRATION • 3.1 Construction. Unless the context requires otherwise, (i) the words "include," "includes," and "including"are deemed to be followed by the words"without limitation;" (ii)the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Term Contract as a whole, inclusive of all Attachments. Unless the context requires otherwise, references herein to (i) sections or Attachments mean the sections of, or Attachments to, the Term Contract; (ii) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) a statute, rule, or other law or regulation means such statute, rule, or other law or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Unless the context requires otherwise, whenever the masculine is used in the Term Contract, the same will include the feminine and whenever the feminine is used herein, the same will include the masculine. Unless the context requires otherwise, whenever the singular is used in the Term Contract, the same will include the plural, and whenever the plural is used herein, the same will include the singular, where appropriate. All references to "$"or"dollars" means the United States Dollar, the official and lawful currency of the United States of America. The Term Contract will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Attachments referred to herein will be construed with, and as an integral part of,the Term Contract to the same extent as if they were set forth verbatim herein. 3.2 Administration. Execution in Counterparts. The Term Contract may be executed in counterparts, each of which will be an original and all of which will constitute but one and the same instrument. 3.2.1 Notices. Where the term "written notice" is used to specify a notice requirement herein, said notice will be deemed to have been given (i) when personally delivered; (ii) email (with confirmation of receipt) the day immediately following the day (except if not a Business Day then the next Business Day) on which the notice or communication has been provided prepaid by the sender to a recognized overnight delivery service; or (iii) on the date actually received except where there is a date of the certification of receipt. Unless otherwise specified, the Contractor shall deliver all notices to the Department's Contract Manager and the Department shall deliver all notices to the Contractor's Contract Manager. SP approved version 08-28-2024 Page 3 of 20 Docusign Envelope ID:690059CD-DB6F-400A-87AC-5543E7A5FFD5 3.2.2 Severability. If a court deems any non-material provision of the Term Contract void or unenforceable, all other provisions will remain in full force and effect. Upon a determination that any material provision is void or unenforceable, the parties shall negotiate in good faith to modify this Term Contract to give effect to the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 3.2.3 Waiver. The delay or failure by the Department to exercise or enforce any of its rights under the Term Contract will not constitute or be deemed a waiver of the Department's right thereafter to enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 3.2.4 Survivability. The Term Contract and any and all promises, covenants, and representations made herein are binding upon the parties hereto and any and all respective heirs, assigns, and successors in interest.The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of the Term Contract, including without limitation, the obligations regarding confidentiality, proprietary interests, reporting, and public records, will survive termination or expiration of the Term Contract. 3.2.5 Third Party Beneficiaries. The parties acknowledge and agree that the Term Contract is for the benefit of the parties hereto. The Term Contract is not intended to confer any legal rights or benefits on any other party, except such rights and benefits associated with a purchase made by a Customer off this Term Contract. SECTION 4. CONTRACT TERM, SUSPENSION, AND TERMINATION. 4.1 Term. The initial term will begin on the date set forth in the Term Contract documents or on the date the Term Contract is signed by all parties, whichever is later. Upon written agreement, the Department and the Contractor may renew the Term Contract in whole or in part only as set forth in the Term Contract documents, and in accordance with section 287.057(13), F.S. No costs may be charged for the renewals. 4.2 Suspension of Work and Termination. 4.2.1 Suspension of Work. The Department may, in its sole discretion, suspend any or all activities under the Term Contract, at any time, when it is in the best interest of the State of Florida to do so. The Department will provide the Contractor written notice outlining the particulars of the suspension. After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Term Contract. Suspension of work will not entitle the Contractor to any compensation for services not performed or commodities not delivered during the suspension period nor for any additional compensation. 4.2.2 Termination for Convenience. The Term Contract may be terminated by the Department, by written notice to the Contractor thirty (30) calendar days in advance, in whole or in part at any time, when the Department determines in its sole discretion that it is in the Department's interest to do so. The Contractor shall not furnish any Product after it receives the notice of termination, except as necessary to complete SP approved version 08-28-2024 Page 4 of 20 Docusign Envelope ID: B90059GD-DB6F-400A-87AC-5543E7A5FFD5 the continued portion of the Term Contract, or a continued purchase off the Term Contract, if any. The Contractor will not be entitled to recover any cancellation charges or lost profits. If the Term Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of any Customer contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor. 4.2.3 Termination for Cause. The Department may terminate the Term Contract if the Contractor fails to (i) on multiple occasions, timely deliver Products purchased by Customers, (ii) on multiple occasions, maintain adequate progress on Customer purchases, thus endangering performance, (iii) honor any term of the Term Contract, or (iv) abide by any statutory, regulatory, or licensing requirement. The Department may, at its sole discretion, (i) immediately terminate the Term Contract, (ii) notify the Contractor of the deficiency and require that the deficiency be corrected within a specified time, otherwise the Term Contract will terminate at the end of such time, or(iii)take other action deemed appropriate by the Department. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor will not be liable for any excess costs if the failure to perform arises from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor will not be liable for any excess costs for failure to perform, unless the subcontracted Products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations cf the parties will be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under the Term Contract. The Customer will notify the Department of any vendor that has met the grounds for placement of the vendor on the Department of Management Services' Suspended Vendor List, as required in section 287.1351, F.S. 4.2.4 Termination for Non-Compliance with E-Verify. Pursuant to section 448.095(5)(c)1., F.S., the Department shall terminate the Term Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. Pursuant to section 448.095(5)(c)2., F.S., if the Department has a good faith belief that a subcontractor knowingly violated section 448.09(1), F.S., the Department shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor. 4.2.5 Termination Related to Statutory Certifications. At the Department's option, the Term Contract may be terminated if the Contractor is placed on any of the lists referenced in the attached PUR 7801, Vendor Certification Form, or would otherwise be prohibited from entering into or renewing the Term Contract based on the statutory provisions referenced therein. SP approved version 08-28-2024 Page 5 of 20 Docusign Envelope IL) B90059CD-DB6F-400A-87AC-5543E7A5FFD5 4.2.6 Termination for Refusing Access to Public Records. In accordance with section 287.058, F.S., the Department may unilaterally terminate the Term Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Term Contract, unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S. SECTION 5. PURCHASES OFF THE TERM CONTRACT. 5.1 Purchases. By executing the Term Contract, the Contractor agrees to allow Customers to make purchases off the Term Contract. Purchases from Customers other than the Department are independent of the agreement between the Department and the Contractor, and the Department shall not be a party to such transaction. Customers' purchases off the Term Contract are limited to Products offered under the Term Contract, and no additional Products may be provided under a purchase off the Term Contract. 5.2 Purchase Submission. For any purchases off the Term Contract, either the contract (as defined in Rule 60A-1.001, F.A.C.) must be executed between the Customer and Contractor, or the purchase order(as defined in Rule 60A-1.001, F.A.C.) must be issued by the Customer to the Contractor, no later than the last day of the Term Contract's term to be considered timely. Contracts executed, or purchase orders issued, after the last day of the Term Contract's term shall be considered void. 5.3 Terms. The terms of the Form PUR 1000, General Contract Conditions, incorporated in Rule 60A-1.002, F.A.C., and linked here http://www.flrules.org/Gateway/reference.asp?No=Ref- 16731 , are hereby incorporated by reference herein and will apply to all purchases made by a Customer off the Term Contract. The Customer may attach additional terms and conditions specific to its particular purchase made off the Term Contract, which are considered Special Conditions. The term "Special Conditions" does not include any Contractor-provided documents, including attachments or standard preprinted forms, service agreements, end user agreements, product literature, or "shrink wrap" terms accompanying or affixed to a Product, whether written or electronic, or terms incorporated onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. Any Customer Special Conditions shall not become a part of the Term Contract. 5.3.1 Term. The term of the Customer purchase off the Term Contract will be as specified in the purchase, except that if renewals of the purchase are permitted, the Customer and Contractor shall not renew the purchase if the Term Contract expires prior to the effective date of the renewal. Any existing term of a purchase off the Term Contract shall not extend more than forty-eight (48) months beyond the end of the Term Contract. However, if an extended pricing plan offered in the Term Contract is agreed upon by the Customer and Contractor and extends more than forty-eight(48) months beyond the end of the Term Contract, the agreed upon extended pricing plan terms shall govern the maximum duration of the purchase. The Contractor is required to fulfill timely purchases that extend performance beyond the Term Contract term even when such extended delivery will occur after expiration of the Term Contract. For such purchases, all terms and conditions of the Term Contract shall survive the termination or expiration of the Term Contract and apply to the Contractor's continued performance. 5.3.2 Additional Requirements.All Customer purchases off the Term Contract shall SP approved version 08-28-2024 Page 6 of 20 Docusign Envelope ID:890059CD-DB6F-400A-87AC-5543E7A5FFD5 contain the Term Contract name and number and shall be placed by the Customer. Delivery or furnishing Products shall not occur until the Customer executes their contract or transmits the purchase order, as defined in Rule 60A-1.001, F.A.C. SECTION 6. PAYMENT AND FEES. 6.1 Pricing. The Contractorshall not exceed the pricing set forth in the Term Contract documents. 6.2 Best Pricing Offer. During the term of the Term Contract, if the Department or Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a Product outside the Term Contract, but upon the same or similar terms of the Term Contract, then the Department or Customer may request that the Contractor immediately reduce to the lower price. 6.3 Price Decreases. The following price decrease terms will apply to the Term Contract: 6.3.1 Quantity Discounts. The Contractor may offer additional discounts for one-time delivery of large single orders.The Customer should seek to negotiate additional price concessions on quantity purchases of any Products offered under the Term Contract. 6.3.2 Sales Promotions. In addition to decreasing prices for the balance of the Term Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. If conducting a sales promotion, the Contractor must submit documentation to the Department's Contract Manager identifying the proposed: (1) starting and ending dates of the promotion, (2) Products involved, and (3) promotional prices compared to then- authorized prices. The Contractor shall provide notice to Customers of the promotion and shall make the promotional prices available to all Customers. 6.3.3 Equitable Adjustment. The Department may, in its sole discretion, make an equitable adjustment in the Term Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Term Contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4)the volatility so affects the Contractor that continued performance of the Term Contract would result in a substantial loss. 6.4 Purchase Prerequisites. The Contractor may be required to accept the State of Fbrida Purchasing Card and MyFloridaMarketPlace (MFMP) purchase orders. The Contractor must ensure that entities receiving payment directly from Customers under this Term Contract must have met the following requirements: • Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.orq), or, if exempt from the registration requirements, provide the Department with the basis for such exemption. • Be registered in the MFMP Vendor Information Portal (https://vendor. myfloridamarketplace.com). • Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor.myfloridacfo.com) 6.5 Transaction Fees.The State of Florida, through the Department of Management Services, SP approved version 08-28-2024 Page 7 of 20 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 has instituted MyFbridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(24), Fbrida Statutes(F.S.). All payments issued by Agencies to registered vendors for purchases of Commodities or Contractual Services under Chapter 287, F.S., shall be assessed the Transaction Fee of one percent (1.0%) of the total amount of the payments received from the State or Eligible Users, as prescribed by Rule 60A-1.031, Florida Administrative Code(F.A.C.), or as may otherwise be established by law. Vendors shall pay the Transaction Fee and are subject to automatic deduction of the Transaction Fee, when automatic deduction becomes available. Vendors shall submit any monthly reports required pursuant to Rule 60A-1.031, F.A.C. All such reports and payments are subject to audit The Agency will have grounds for declaring the vendor in default if the vendor fails to comply with the payment of the Transaction Fee or reporting of payments, which may subject the vendor to being suspended from business with the State of Florida. 6.6 Exclusivity. The Term Contract is not an exclusive license to provide the Products described in the Term Contract. The Department may, without limitation and without recourse by the Contractor, contract with other vendors to provide the same or similar Products. SECTION 7. PERFORMANCE 7.1 Warranty of Ability to Perform. Upon the effective date of the Term Contract, and each year on the anniversary date of the Term Contract, the Contractor shall submit to the Department a completed PUR 7801, Vendor Certification Form. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Term Contract obligations. Additionally, the Contractor shall promptly notify the Department in writing if its ability to perform is compromised in any manner during the term of the Term Contract (including potential inability to renew the Term Contract due to section 287.138 or 908.111, F.S.) or t it or its suppliers, subcontractors, or consultants under the Term Contract are placed on the Suspended Vendor, Convicted Vendor, Discriminatory Vendor, Forced Labor Vendor, or Antitrust Violator Vendor Lists. The Contractor shall use commercially reasonable efforts to avoid or minimize any delays in performance and shall inform the Department of the steps the Contractor is taking or will take to do so, and the projected actual completion(or delivery) time. If the Contractor believes a delay in performance by the Department has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor shall promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department's delay. 7.2 Further Assurances. The parties shall, with reasonable diligence, do all things and provide all reasonable assurances as may be necessary to complete the requirements of the Term Contact, and each party shall provide such further documents or instruments requested by the other party as may be reasonably necessary or desirable to give effect to the Term Contract and to carry out its provisions. The Department is entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and the details thereof. 7.3 Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Term Contract without the prior written consent of the Department. In the event of any assignment, the Contractor remains secondarily liable for performance of SP approved version 08-28-2024 Page 8 of 20 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 the Term Contract, unless the Department expressly waives such secondary liability. The Department may assign the Term Contract with prior written notice to Contractor of its intent to do so. 7.4 Employees, Subcontractors, and Agents. 7.4.1 Subcontractors. The Contractor will not subcontract any work under the Term Contract without prior written consent of the Department. The Contractor shall obtain prior written consent using the process identified on the Department's website: Subcontractor/Dealer/Reseller Forms / Vendor Resources / State Purchasing / Business Operations - Florida Department of Management Services (myfbrida.com). The use of the term "subcontractor" may refer to affiliates, resellers, dealers, distrbutors, partners, teammates, and all other third parties utilized by the Contractor at any tier under the Term Contract. The Contractor is responsible for ensuring that its subcontractors providing commodities and performing services in furtherance of the Term Contract do so in compliance with the terms and conditions of the Term Contract. By execution of the Term Contract, the Contractor acknowledges that it will not be released of its contractual obligations to Customers because of any failure of a subcontractor. The Contractor is fully responsible for satisfactory completion of all work performed under the Term Contract. The Contractor's use of a subcontractor not approved by the Department will be considered a material breach of the Term Contract. 7.4.2 Independent Contractor. The Contractor and its empbyees, agents, representatives, and subcontractors are not employees or agents of the Department or the State and are not entitled to the benefits of Department or State employees. Neither the Customer nor the State will be bound by any acts or conduct of the Contractor or its empbyees, subcontractors, or agents. The Contractor shall include this provision in all of its subcontracts under the Term Contract. 7.5 Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, lightning strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result; or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING WILL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the Department. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor's untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Term Contract price or payment of any kind from the Department for direct, indirect, consequential, impact, or other costs, expenses, or damages, including costs of acceleration or inefficiency, arising SP approved version 08-28-2024 Page 9 of 20 Docusign Envelope ID 890059CD-DB6F-400A-87AC-5543E7A5FFD5 because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsection, the Department may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Term Contract as the Department deems necessary, in its sole discretion. After the causes have ceased to exist, the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Department or State, in which case the Department may (i) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respell to Products subjected to allocation; or (ii) terminate the Term Contract in whole or in part. SECTION 8. CONTRACT MANAGEMENT 8.1 Department's Contract Manager. The Department's Contract Manager for the Term Contract, who is primarily responsible for the Department's oversight of the Term Contract, will be identified in a separate writing to the Contractor upon Term Contract signing in the following format: Department's Contract Manager Name Department's Name Department's Physical Address Department's Telephone # Department's Email Address 8.2 Contractor's Contract Manager. The Contractor's Contract Manager, who is primarily responsible for the Contractor's oversight of the Term Contract performance, will be identified in a separate writing to the Department upon Term Contract signing in the following format: Contractor's Contract Manager Name Contractor's Name Contractor's Physical Address Contractor's Telephone # Contractor's Email Address Either party may notify the other by email of a change to a designated contact providing the contact information for the newly designated contact, and such notice is sufficient to effectuate this change without requiring a written amendment to the Term Contract. SECTION 9. COMPLIANCE WITH LAWS. 9.1 Conduct of Business. The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business and that are applicable to the Term Contract, including those of federal, state, and local agencies having jurisdiction and authority, and shall ensure that any and all subcontractors utilized do the same. The Contractor represents and warrants that no part of the funding under the Term Contract will be used in violation of any state or federal law, including, but not limited to, 8 U.S.C. § 1324 or 8 U.S.C. § 1325, or to aid or abet another in violating state or federal law. The Department may terminate the Term Contract at any time if the Contractor violates, or aids or abets another in violating, any state or federal law. SP approved version 08-28-2024 Page 10 of 20 Docusign Envelope ID: B90059CD-DB6F-400A-87AC-5543E7A5FFD5 If the requirements of the Term Contract conflict with any governing law, codes or regulations, the Contractor shall notify the Department in writing and the parties shall amend the Term Contract to comply with the applicable code or regulation. Similarly, if the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the Products offered under the Term Contract, the Contractor shall immediately notify the Department in writing, indicating the specific restriction. The Department reserves the right and the complete discretion to accept any such alteration or to cancel the Term Contract at no further expense to the Department. Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and ensure a representative will be available to, a Customer's continuing oversight team for purchases off this Term Contract. 9.2 Integrity. In addition to any applicable statutory restrictions, the Contractor shall not, in connection with this or any other agreement with the State,directly or indirectly(i)offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty; or (ii) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or empbyee. For purposes of clause (ii), "gratuity' means any payment in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. SECTION 10. DISPUTES AND LIABILITIES. 10.1 Dispute Resolution. Should any disputes arise between the Department and the Contractor with respect to the Term Contract, the Contractor and the Department shall act immediately to resolve any such disputes. Time is of the essence in the resolution of disputes. Exhaustion of this administrative remedy detailed in the Dispute Resolution Process contemplated in this Term Contract is an absolute condition precedent to the Contractor's ability to seek other remedies related to the Term Contract. 10.2 Dispute Resolution Process. (a) Department Review. The parties shall resolve disputes through written submission of their dispute to the Department's Contract Manager. The Department shall respond to the dispute in writing within ten (10) Business Days from the date that the Department's Contract Manager receives the dispute. The Department's decision shall be final unless a party provides the other party with written notice of the party's disagreement with the decision within ten (10) Business Days from the date of the Department's decision. If a party disagrees with the Department's decision, the party may proceed to subsection (b) below. (b) Meeting between the Principals. If either party disagrees with the Department's decision, such disagreeing party shall notify the other party of the disagreement within ten (10) Business Days. The parties shall then schedule a meeting between each party's principal (for the Department, the Department head or designee; for the Contractor, the Chief Executive Officer or designee) on a mutually agreed upon date, no later than ten (10) Business Days after the provision of the notice. The principals shall attempt to mutually resolve the disagreement at such meeting. (c) Mediation. If the dispute is not resolved through a meeting of the Principals, the parties, upon mutual agreement, may mediate such dispute. If such mediation is not completed SP approved version 08-28-2024 Page 11 of 20 Docusign Envelope ID B90059CD-DB6F-400A-87AC-5543E7A5FFD5 within 100 calendar days from receipt of the Department's decision, then either party may seek other remedies. If the dispute is not resolved through the full process in subsections (a) - (c) above (or (a) — (b), if mediation is not agreed to), either party may pursue any other remedies. 10.3 Contractor's Obligation to Perform While Disputes are Pending. The Contractor shall proceed diligently with performance under the Term Contract pending the final resolution of any dispute or request for relief, claim, appeal, or action arising under the Term Contract and shall comply with directions to perform from the Department. Should the Contractor not perform while a dispute is pending, including by not performing disputed work, such nonperformance by the Contractor may be deemed to be an unexcused breach of the Term Contract which is separate and apart from any other dispute. 10.4 Governing Law and Venue. The Term Contract will be governed by, and construed in accordance with, the laws of the State. Jurisdiction and venue for suit arising under the terms of the Term Contract will exclusively be in the appropriate State court located in Leon County, Florida. Except as otherwise provided by law, the parties agree to be responsible for their own attorney's fees and costs incurred in connection with disputes arising under the terms of the Term Contract. 10.5 Remedies Cumulative. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other remedy or remedies, and each and every such remedy will be cumulative, and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. 10.6 JURY WAIVER. THE PARTIES, ON BEHALF OF THEMSELVES AND ASSIGNS, WAIVE ALL RIGHT TO TRIAL BY JURY FOR ANY ACTION, APPEAL, CLAIM, OR PROCEEDING, WHETHER IN LAW IN OR IN EQUITY, WHICH IN ANY WAY ARISES OUT OF OR RELATES TO THE TERM CONTRACT OR ITS SUBJECT MATTER. 10.7 Indemnification. For any and all third-party claims, actions, demands, liabilities, and expenses of any kind which are caused by, related to, growing out of or happening in connection with the Term Contract(including any determination arising out of or related to the Term Contract that the Contractor or its empbyees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Department or State), the Contractor shall be fully liable for the actions of its employees, subcontractors, and agents and shall fully indemnify, defend, and hold harmless the Department and the State (including each of their current and former officers, agents, and empbyees)for any and all loss, damage, injury, costs, reasonable expenses, or other casualty to person or property. Without limiting this indemnification requirement, the Department may provide the Contractor (i)written notice of any action or threatened action, (ii) the opportunity to take over and settle or defend any such action at the Contractor's sole expense, and (iii) assistance in defending the action at the Contractor's sole expense. The above indemnity requirement does not apply to that portion of any loss or damages proximately caused by the negligent act or omission of the Department or the State. Nothing herein is intended to act as a waiver of the Department's or State's sovereign immunity or to be deemed consent by the Department or State or its subdivisions to suit by third parties. SECTION 11. MISCELLANEOUS. SP approved version 08-28-2024 Page 12 of 20 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 11.1 Department of State Registration. Consistent with Title XXXVI, F.S., if the Contractor asserts status other than that of a sole proprietor, it must provide the Department with i) conclusive evidence of a certificate of status, not subject to qualification, if a Fbrida business entity; ii) a certificate of authorization if a foreign business entity; or iii) if exempt from the registration requirements, a basis for such exemption. 11.2 Time is of the Essence. Time is of the essence regarding every obligation of the Contractor under the Term Contract. Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach. 11.3 Cooperative 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 the Contractor. Such purchases are independent of the Term Contract between the Department and the Contractor, and the Department is not a party to these transactions. SECTION 12. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY. 12.1 General Record Management and Retention. The Contractor shall retain all records that were made in relation to the Term Contract for the longer of five (5) years after expiration of the Term Contract or the period required by the General Records Schedules maintained by the Florida Department of State available at: https://dos.fl.gov/library-archives/records- management/general-records-schedules/. 12.2 Identification and Protection of Confidential Information. Article 1, section 24, of the Florida Constitution, guarantees every person access to public records, and section 119.011, F.S., provides a broad definition of "public record." As such, records submitted to the Department (or any other State agency) are public records and are subject to discbsure unless exempt from disclosure by law. If the Contractor considers any portion of a record it provides to the Department (or any other State agency) to be trade secret or otherwise confidential or exempt from disclosure under Fbrida or federal law ("Confidential Information"), the Contractor shall mark as "confidential" each page of a document or specific portion of a document containing Confidential Information and simultaneously provide the Department (or other State agency) with a separate, redacted copy of the record. The Contractor shall state the basis of the exemption that the Contractor contends is applicable to each portion of the record redacted, including the specific statutory citation for such exemption. The Contractor shall only redact portions of records that it claims contains Confidential Information. If the Contractor fails to mark a record it claims contains Confidential Information as"confidential," or fails to submit a redacted copy in accordance with this section of a record it claims contains Confidential Information, the Department(or other State agency) shall have no liability for release of such record. The foregoing will apply to every instance in which the Contractor fails to both mark a record "confidential"and redact it in accordance with this section, regardless of whether the Contractor may have properly marked and redacted the same or similar Confidential Information in another instance or record submitted to the Department (or any other State agency). In the event of a public records request, to which records the Contractor marked as "confidential" are responsive to the request, the Department shall provide the Contractor- redacted copy to the requestor. If the Contractor has marked a record as "confidential" but SP approved version 08-28-2024 Page 13 of 20 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 failed to provide a Contractor-redacted copy to the Department, the Customer may notify the Contractor of the request and the Contractor may have up to ten (10) Business Days from the date of the notice to provide a Contractor-redacted copy, or else the Department may release the unredacted record to the requestor without liability. if the Department provides a Contractor- redacted copy of the documents and the requestor asserts a right to the Contractor-redacted Confidential Information, the Department shall promptly notify the Contractor such an assertion has been made. The notice will provide that if the Contractor seeks to protect the Contractor-redacted Confidential Information from release it must, within thirty (30) days after the date of the notice and at its own expense, file a cause of action seeking a declaratory judgment that the information in question is exempt from section 119.07(1), F.S.,or other applicable law and an order prohibiting the Departmentfrom publicly disclosing the information. The Contractor shall provide written notice to the Department of any cause of action filed. if the Contractor fails to file a cause of action within thirty(30) days the Department may release the unredacted copy of the record to the requestor without liability. If the Department is requested or compelled in any legal proceeding to disclose documents that are marked as "confidential" (whether by oral questions, interrogatories, requests for information or documents, subpoena, or similar process), unless otherwise prohibited by law, the Department shall give the Contractor prompt written notice of the demand or request prior to disclosing any Confidential Information to allow the Contractor to seek a protective order or other appropriate relief at the Contractor's sole discretion and expense. if the Contractor fails to take appropriate and timely action to protect the Confidential Information contained within documents it has marked as "confidential" or fails to provide a redacted copy that may be disclosed, the Department may provide the unredacted records in response to the demand without liability. The Contractor shall protect, defend, and indemnify the Department for all claims, costs, fines, settlement fees, and attorneys'fees, at both the trial and appellate levels, arising from or relating to the Contractor's determination that its records contain Confidential Information. In the event of a third-party claim brought against the Department for failure to release the Contractor's redacted Confidential Information, the Contractor shall assume, at its sole expense, the defense or settlement of such claim, including attorney's fees and costs at both the trial and appellate levels. if the Contractor fails to continuously undertake the defense or settlement of such claim or if the Contractor and Department mutually agree that the Department is best suited to undertake the defense or settlement, the Department will have the right, but not the obligation, to undertake the defense or settlement of such claim, at its discretion. The Contractor shall be bound by any defense or settlement the Department may make as to such claim, and the Contractor agrees to reimburse the Department for the expense, including reasonable attorney's fees and costs at both the trial and appellate levels associated with any defense or settlement that the Department may undertake to defend Contractor's Confidential Information. The Department will also be entitled to join the Contractor in any third-party claim for the purpose of enforcing any right of indemnity under this section. If at any point the Department is reasonably advised by its counsel that disclosure of the Confidential Information is required by law, including but not limited to Florida's public records laws, the Department may disclose such Confidential Information without liability hereunder. SP approved version 08-28-2024 Page 14 of 20 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 12.3 Public Records Requirements Pursuant to Section 119.0701, F.S. Solely for the purpose of this section, the Department's Contract Manager is the agency custodian of public records. If, under the Term Contract, the Contractor is providing services and is acting on behalf of the public agency, as provided in section 119.0701, F.S., the Contractor shall: i. Keep and maintain public records required by the Department to perform the service. ii. Upon request from the Department's custodian of public records, provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Term Contract term and following the completion of the Term Contract if the Contractor does not transfer the records to the Department. iv. Upon completion of the Term Contract, transfer, at no cost, to the Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service. If the Contractor transfers all public records to the Department upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Term Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department's custodian of public records, in a format that is compatible with the information technology systems of the Department. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS TERM CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT PUBLICRECORDS@DMS.FL.GOV, (850) 487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE, FLORIDA 32399-0950. 12.4 Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Term Contract without prior written approval from the Department, including mentioning the Term Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking the Contractor's name and either a description of the Term Contract or the name of the Department or the State in any material published, either in print or electronically, to any entity that is not a party to the Term Contract, except potential or actual Customers or authorized distributors, dealers, resellers, or service representatives. 12.5 Intellectual Property. 12.5.1 Ownership. Unless specifically addressed otherwise in the Customer's contract, the State of Florida shall be the owner of all intellectual property rights to all new property created or developed in connection with the Customer's contract. This shall not apply SP approved version 08-28-2024 Page 15 of 20 Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 to intellectual property developed prior to the execution of the Term Contract. 12.5.2 Patentable Inventions or Discoveries. Any inventions or discoveries developed in the course, or as a result, of services in connection with the Customer's contract that are patentable pursuant to 35 U.S.C.§ 101 are the sole property of the State of Florida. Contractor must inform the Customer and the Department of any inventions or discoveries developed or made through performance of the Customer's contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Customer's contract. This shall not apply to any invention or discovery made prior to the execution of the Term Contract. 12.5.3 Copyrightable Works. Contractor must notify the Customer and the Department of any publications, artwork, or other copyrightable works developed in connection with the Customer's contract. All copyrights created or developed through performance of the Customer's contract are owned solely by the State of Florida. This shall not apply to any copyrightable works created or developed prior to the execution of the Term Contract. SECTION 13. DATA SECURITY. The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. "State of Florida data" means data collected by, transmitted from, created for, or provided by the Department or the Customer. The Contractor will not allow any State of Florida data to be sent by any medium, transmitted,or accessed outside the United States due to Contractor's action or inaction. In the event of a Security Incident involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day of becoming aware of the Security Incident. "Security Incident"for purposes of this section will refer to an actual or imminent threat of a violation of information technology resources, security, policies, or practices, unauthorized access of State of Florida data, or occurrences that compromise the confidentiality, integrity, or availability of State of Florida data. An imminent threat refers to a situation in which the Contractor has a factual basis for believing that a specific incident is about to occur. Once a data breach has been contained, the Contractor must provide the Department and the Customer with a post-incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor's findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other current state and federal rules and regulations regarding security of information. SECTION 14. CONTRACT MONITORING. 14.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Term Contract. The Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. 14.2 Contract Reporting. The Contractor shall provide the Department the following accurate and complete reports associated with this Term Contract. SP approved version 08-28-2024 Page 16 of 20 Docusign Envelope ID B90059CD-DB6F-400A-87AC-5543E/A5FFD5 14.2.1 Term Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales Reports in the manner and format required by the Department within 30 calendar days after the close of each State fiscal quarter(the State'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 Term Contract. Failure to provide the Quarterly Sales Report, or other reports requested by the Department, will result in the imposition of financial consequences and may result in the Contractor being found in default and the termination of the Term Contract. 14.2.2 Certified and Minority Business Enterprises Reports. Upon Customer request, the Contractor shall report to each Customer spend with certified and other minority business enterprises in the provision of commodities or services related to the Customer orders. These reports shall include the period covered; the name, minority code, and Vendor Identification Information of each minority business enterprise utilized during the period; commodities and services provided by the minority business enterprise; and the amount paid to each minority business enterprise on behalf of the Customer. 14.2.3 Ad Hoc Sales Reports. The Department may require additional Term Contract sales information such as copies of purchase orders or ad hoc sales reports. The Contractor shall submit these documents and reports in the format acceptable to the Department and within the timeframe specified by the Department. 14.2.4 MFMP Transaction Fee Reports. The Contractor shall submit complete monthly MFMP Transaction Fee Reports to the Department. Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located at https://www.dms.myflorida.com/business operations/state /myfbridamarketplace/ mfmp 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. 14.3 Business Review Meetings. Both the Department and Customer reserve the right to schedule business review meetings. The Department or Customer may specify the format or agenda for the meeting. At a minimum, the Business Review Meeting may include the following topics: • Term Contract or Customer contract compliance • Term Contract savings (in dollar amount and cost avoidance) • Spend reports by Customer • Recommendations for improved compliance and performance SP approved version 08-28-2024 Page 17 of 20 Docusign Envelope ID B90059CD-DB6F-400A-87AC-5543E7A5FFD5 14.4 Performance Deficiencies. 14.4.1 Proposal of a Corrective Action Plan. In addition to the processes set forth in the Term Contract (e.g., service level agreements), if the Customer or the Department determines that there is a performance deficiency that requires correction by the Contractor, then the Customer or the Department will notify the Contractor. The correction must be made within a timeframe specified by the Customer or the Department. The Contractor must provide the Customer or the Department with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Customer or the Department. 14.4.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. For Customer-requested Corrective Action Plans, if the corrective action plan is unacceptable to the Customer, or implementation of the plan fails to remedy the performance deficiencies, the Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Customer for the performance deficiencies. 14.5 Inspection. 14.5.1 Inspection at Contractor's Site. The Department reserves the right to inspect, or enlist a third-party to perform, at any reasonable time with prior notice, the equipment, product, plant or other facilities of the Contractor to assess conformity with Term Contract requirements and to determine whether they are adequate and suitable for proper and effective Term Contract performance. 14.5.2 Statutory Inspection Rights. If services are to be provided pursuant to the Term Contract, in accordance with section 216.1366, F.S., the Department is authorized to inspect the: (i)financial records, papers, and documents of the Contractor that are directly related to the performance of the Term Contract or the expenditure of State funds; and (ii) programmatic records, papers, and documents of the Contractor which the Department determines are necessary to monitor the performance of the Term Contract or to ensure that the terms of the Term Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department within ten (10) Business Days after the request is made. Further,for any Term Contract for services with a nonprofit organization as defined in section 215.97(2)(m), F.S., the Contractor must provide documentation that indicates the amount of state funds: 1. Allocated to be used during the full term of the Term Contract for remuneration to any member of the board of directors or an officer of the contractor; and 2. Allocated under each payment by the public agency to be used for remuneration of any member of the board of directors or an officer of the contractor. The documentation must indicate the amounts and recipients of the remuneration. SP approved version 08-28-2024 Page 18 of 20 Docusign Envelope ID: B90059CD-DB6F-400A-87AC-5543E7A5FFD5 14.5.3 Inspection Compliance. The Contractor understands its, and its subcontractors (if any), duty, pursuant to section 20.055(5), F.S., to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Department's Inspector General, or other authorized State official, the Contractor shall provide any type of information the State official deems relevant to the Contractor's integrity or responsibility. Such information may include the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Term Contract. The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of the Term Contract or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs will include salaries of investigators, including overtime; travel and bdging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. SECTION 15. PERFORMANCE OR COMPLIANCE AUDITS. The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractors' data and records that directly relate to the Term Contract. To the extent necessary to verify the Contractor's fees and claims for payment under the Term Contract, the Contractor's agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Term Contract, may be inspected by the Department upon fifteen (15) calendar days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Term Contract. SECTION 16. CONFIDENTIALITY. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its employees, subcontractors, or agents in the course of performing Term Contract work, including security procedures, business operations information, or commercial proprietary information in the possession of the Customer or State. The Contractor will not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the Customer's or State's confidential information, or material that is otherwise obtainable under State law as a public record. To ensure confidentiality, the Contractor shall take appropriate steps as to its employees, subcontractors, and agents. SECTION 17. SUPPLIER DEVELOPMENT. 17.1 Office of Supplier Development. The State of Fbrida supports its business community by creating opportunities for business enterprises to participate in procurements and contracts. The Department encourages supplier development through certain certifications and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Development (OSD) at OSDHelp(@dms.fl.gov. SP approved version 08-28-2024 Page 19 of 20 Docusign Envelope ID'B90059CD-DB6F-400A-87AC-5543E7A5FFD5 17.2 Reporting Certified Business Enterprises. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and vendor identification information of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each agency purchasing under the Term Contract. SP approved version 08-28-2024 Page 20 of 20 Sommeammeemow Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Vendor Certification Form I hereby certify the following on behalf of the vendor identified below: Customer Vendor Certification Indicator Indicator (Required, (Certified, N/A, N/A) Determined by Vendor) Required Choose an Regardless of the dollar value of the goods or services provided, item. in accordance with the requirements of section 287.135(5), F.S., the vendor is not participating in a boycott of Israel and is not on the State Board of Administration's "Quarterly List of Scrutinized Companies that Boycott Israel,"available at liqss://www.sbafla.com/governance/global-governance-mandates/ sbafla.com/governance/global-governance-mandates/ Required Choose an If the goods or services to be provided are $1 million or more, in item. accordance with the requirements of section 287.135,F.S.,the vendor is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (collectively, "Scrutinized List of Prohibited Companies"); does not have business operations in Cuba or Syria; and is not on the State Board of Administration's "Scrutinized List of Prohibited Companies" available under the quarterly reports section at hgps://www.sbafla.com/reporting/ Required Choose an The vendor is not on the Suspended Vendor List; it and its suppliers, item. subcontractors, or consultants to be utilized under the contract are not on the Convicted Vendor, Discriminatory Vendor, or Antitrust Violator Vendor Lists; and there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the vendor's ability to satisfy the contract obligations. The vendor is hereby informed of the provisions of sections 287.133(2)(a),287.134(2)(a), and 287.137(2)(a), F.S., that identify the impacts to the vendor's ability or its affiliates' ability to respond to the competitive solicitations of a public entity; to be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity; or to transact business with a public entity if it, or its affiliates, are placed on the Convicted Vendor, Discriminatory Vendor, or Antitrust Violator Vendor Lists of the Department of Management Services. The vendor is hereby further informed of the provisions of section 287.1351, F.S., that identify the impacts to the vendor's ability to enter into or renew a contract with an agency, as defined in section 287.012, F.S., if it is placed on the Suspended Vendor List of the Department of Management Services. Form PUR 7801 (07/2024) Page 1 of 3 Rule 60A-1.002, F.A.C. i Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Required Choose an If the contract grants the vendor access to an individual's personal item. identifying information,the vendor is not prohibited from entering into the contract pursuant to section 287.138, F.S., and has completed the Form PUR 1355,"Foreign Country of Concern Attestation Form," available at http://www.flrules.org/Gateway/reference.asp?No=Ref- 15843, and attached it hereto. Determined Choose an If the vendor is a common carrier, as defined in section 908.111,F.S., by Vendor item. or a contracted carrier, it is not prohibited from entering into the contract pursuant to section 908.111, F.S., and has completed the Form PUR 1808, "Common Carrier or Contracted Carrier Attestation Form,"available at http://www.flrules.org/Gateway/reference.asp?No=Ref-14614, and attached it hereto. Required Choose an The vendor is registered with, and uses, the E-Verify system for all item. newly hired employees in accordance with section 448.095, F.S.; and has not, within the last year, had a contract terminated under section 448.095(5)(c), F.S.,by a public employer, contractor, or subcontractor, as defined by section 448.095(1), F.S. Required Choose an The vendor is in compliance with all applicable disclosure item. requirements set forth in section 286.101, F.S., and has not been deemed ineligible for a grant or contract funded by a state agency pursuant to section 286.101(7), F.S. Required Choose an If the contract is between a nongovernmental entity and a item. governmental entity, in accordance with section 787.06, F.S., the vendor has completed an affidavit signed by an officer or a representative of the vendor under penalty of perjury attesting that the vendor does not use coercion for labor or services as defined in section 787.06, F.S. Required Choose an If the Contract is for the provision of commodities, in accordance with item. section 287.1346, F.S., the vendor, and any entity under the control of vendor,has not been placed on the Forced Labor Vendor List within the past 365 days or, if placed on the Forced Labor Vendor List, has been removed pursuant to section 287.1346(5)(d), F.S. If the Contract is for the provision of commodities, the Contractor will submit, prior to entering into or renewing the Contract, a written certification from senior management, as defined in section 287.1346(1)(c), F.S., which certifies to the best of their knowledge the commodities being offered pursuant to this solicitation have not been produced, in whole or in part, by forced labor. The vendor is hereby informed of the provisions of section 287.1346, F.S., that identify the impacts to a vendor's ability to respond to the competitive solicitations of a state agency; to be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a state agency; or to transact business for the provision of commodities with a state agency if it, or entities under the control of the vendor, is placed on the Forced Labor Vendor List in accordance with section 287.1346, F.S. Form PUR 7801 (07/2024) Page 2 of 3 Rule 60A-1.002, F.A.C. Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 By signing below,I certify that I am authorized to complete and submit this Vendor Certification Form on behalf of the vendor. Vendor Information Signatory Name Signature Date FEIN Typed or Printed Name Title Form PUR 7801 (07/2024) Page 3 of 3 Rule 60A-1.002, F.A.C. Docusign Envelope ID:B90059CD-DB6F-400A-87AC-5543E7A5FFD5 Florida Post-Hoc Lease-Cancellation (FLPL) Schedule for Konica Minolta Business Solutions U.S.A., Inc. Standard Financing Term (Months) Rate 1-17 0.1000 Property Tax is included in the rate