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Proposal - Image SourceREQUEST FOR PROPOSALS MULTIFUNCTIONAL COPIER MACHINES AND SERVICE CONTRACT COSTA MESA SANITARY DISTRICT 290 Paularino Avenue Costa Mesa, CA 92626 PROPOSALS DUE BY 2:00 PM, June 5, 2018 Prepared by Image Source June 5, 2018 A. Submittal Letter Include the RFD's title and submittal due date, the name, address, fax number mid telephone number of the responding company. Include a contact person(s) and corresponding e-mail address. The letter shall state that the proposal shall be valid for a 40 -day period and that proposed equipment will be available for installation upon the proposal's selection. AVisual Edge Technology Company June 5, 2018 Costa Mesa Saninmy District Gina Terraneo, Management Analyst II 290 Paularino Avenue Costa Mesa, CA 92626 Dear Gina, On behalf of Xerox and Iinage Source, your local Xerox Authorized Sales Agent, we would like to thank you for the opportunity to respond to the Costa Mesa Sanitary District's RFP for Multifunction Digital Copier Machines and Service Contract. Xerox has extensive experience helping governmental agencies accomplish their document management goals. The Xerox account team is pleased to provide this Proposal. Xerox confirms that the corporation validly exists and is in good standing in the State of California. The enclosed pricing is valid for 40 days. Xerox will install the proposed equipment and complete training by the required installation/completion date, if there are no delays in receiving the final agreement, The enclosed proposal represents our commitments on equipment specifications, lease and/or purchase pricing (excluding taxes), mid our proposed solution. We have prepared our proposal based on the information provided by you and the assumptions that we made in preparing our response. If there are material changes to the information or assumptions, this may result in a modification of our proposal. Our contract offering will be based on the terms and conditions of the NASPO Agreement Number 3091 that exists between NASPO and Xerox Corporation; that is available for your use as a member of the cooperative. We acknowledge your right to negotiatc and approve the terms and conditions of any contract that you enter into, and we respectfully reserve the same right. Therefore, any acknowledgements made by either of us are qualified by the right to negotiate mutually acceptable terns following award. Please note that the Xerox temp is prepared to discuss our Proposal and the NASPO Contract in detail, and adjust our proposed equipment, support services, and/or price offering based on the District's final requirements. Upon award of this RFP, Xerox agrees to negotiate in good faith with the District towards a final contract that incorporates the mutually agreed -to terms from the NASPO Contract, the District's RFP, the Xerox Proposal and any other negotiated item(s). xeroxj� �"s_ KIP 0/ Costa Mesa I Fresno I Los Angeles I Monterey I Oxnard I Palm Desert I Sacramento I San Bernardino San Diego I San Francisco I Stockton I Temecula I Victorville I Woodland Hills 650 E Hospitality Lane, Suite 500 1 San Bernardino, CA 92408 1 www.imageSourceUSA.com 1909-890-4040 image I �¢ sri) AVisual Edge Technology Company By working with Xerox and Image Source, you can expect a mature, consistent service model that delivers the metrics necessary to both measure and improve how users are interacting with our solution. As with any project of this magnitude; diligent planning and flawless execution are critical to success. Given our depth of experience on similar projects, we are extremely confident that no other vendor can provide you with the comprehensive solution you are seeking. We believe our mission begins with addressing your immediate needs and continues with the responsibility to identify follow-on services that respond to future changes in document output and management needs across the enterprise. It is this philosophy, coupled with a powerful combination of technology and services that enables Xerox to deliver tremendous results for our clients. To discuss any aspect of our proposal, please contact: Melissa Abrams Account Executive Image Source 0: (714) 460-77660 Ext. 713 E: Mabrams@imagesouiceusa.com We appreciate the opportunity to address my questions or concerns that you may have. We look forward to a business relationship and supporting your organization's needs. Sincerely, Chad Haley Vice President & Branch Manager Image Source 0: 714-460-7776 Ext: 703 E: Chalet'@urnmesourceusa com xerox KAP Costa Mesa Fresno I Los Angeles I Monterey I Oxnard I Palm Desert I Sacramento I San Bernardino San Diego I San Francisco I Stockton I Temecula I Victorville I Woodland Hills 650 E Hospitality Lane, Suite 500 1 San Bernardino, CA 92408 1 www.imageSourceUSA.com 1909-890-4040 B. Description of Company This section should provide information regarding the size, location, nature of work performed, years in business, and the approach that will be used in meeting the needs of the District. Xerox has been a leader in document technology and services for more than a century. Today, with a global workforce of more than 39,500, we are the world's leading enterprise for leading technology and document management, and the partner of choice for many of the world's educational institutions. Serving California since 1988, Image Source offers a full line of Copiers, Multifunction, All in One Printers and Wide Format Printers, Information Technology Solutions and more. A leader in Managed Print Services and Document Management, we help our customers capture the full potential of their investment in hardware and cloud services. At Image Source, we are transforming business, one customer at a time. By providing leading solutions that give our customers a competitive edge, we are able to put them at the forefront of the ever-changing world of business technology. C. References Please include a list of cities, counties and/or independent special districts and contact information for which your company has provided copier equipment and copier maintenance services. Describe the areas of expertise of your company and how the company's expertise will benefit the District. R available, please include any letters of recommendation provided by the aforementioned agencies. Placentia Yorha Linda USD Don Rosales, Director of Purchasing 714-985-8474 drosales@Rylusd org Coachella Valley Water District Brice Kirk Procurement & Contracts Manager bkh k @cvwd.ore Phone: 760 398 2661 X2330 Hemet USD Karl Melzer Print Services Manager 951765-5 100 Ext 5630 knietzer@heifletusd.org D. Organizational Structure Describe your company's organizational structure and provide the names and contact information of the individuals who will be responsible for this contract. lfl �I !6 E E. Proposed Equipment This section of the RFP shoutd include a comprehensive description of the proposed equipment, along with an overview of the equipment model and its specifications. All proposed equipment must be network capable and equal to or greater in capacity than the District's current equipment. The District's current equipment is the Sharp MX -41 I IN. - Xerox AltaLink C8045 Color Multifunction Printer The Xerox A1taLink C8045 Color Multifunction Printer utilizes a 10.1 -inch color touchscreen and a familiar "mobile" experience—with ,support for gestural input and task -focused apps that share a common look and feel—fewer steps are needed to complete even the most complex jobs. Each machine will be configured with 4 paper trays (including a high-capacity tandem tray module), BR Booklet Maker Finisher provides advanced finishing the capability to create 64 -page saddle -stitched booklets (2 to 16 sheets), V -Folding with 2/3 hole punching mrd one machine with a 1 -line FAX. Intuitive User Interface • Get work done faster with our tiltable,10-inch capacitive color touch screen • Customize the UI to meet your needs (Personalization at the user level can be done on VersaLink products) • Familiar "mobile" experience / touch input • Task -focused apps • Common look and feel with entire portfolio • Set Application Defaults to ensure printing occurs as desired • Cloning across the entire sub brand (VersaLink or AttaLink) Unified Address Book Management • Manage contacts for all network services in one centralized device address book • Integrate fax, scan & email address info attached to a single address book contract • Seamlessly import existing contacts and roll them to any MFP with the Universal Address Book • Favorites list for frequently used contacts • Easy to add or customize contacts at the device Seamless -Touch Screen • Dedicated semi buttons on the front panel associated with workflow scanning templates • Buttons can be customized with customer logo • One -touch simple document management • Single much scanning settings can be cloned and easily shared on other devices • No additional software or cost • Print, and scan conveniently at the device from a USB drive - no need for a PC Enables Next Generation of Services • A reengineered user interface that delivers a true "mobile device" experience • Large much screen enables gestures, swipe, scroll - just as you would expect from your smart device • Create text searchable PDF's • Single -pass Duplex Automatic Document Feedcr(DADP) scanning both sides of two- sided documents at up to 139 impressions per minute Mobile & Cloud Ready • Your connected workforce—whether at home, on the road or in the office relies on a variety of devices to do their jobs and on multiple remote locations from which to send or retrieve documents and information. • Google Cloud Print • No infrastructure /management • Print to virtually any networked device • Scan to Cloud • Scan -to app allowing users to browse via SMB • Xerox Print Service Plug-in for Android • Secure Pin Release (EIP enabled devices) • Print to virtually any networked device • True MS Office • Customer Installable • Seamless driver functionality allows Connect and print from any Apple iOS device to the nearest printer (Apple AirPrint14) • Phone and device on same network Print Around with Print on Alternate Paper • Allows the user to select an Alternate Paper from the user interface when their job is held in the queue for resources (paper size, type or color). • The user selects any available media from any tray at the UI to print their job • If a different media size is selected from what was originally submitted, the image will be scaled to fit with no image loss • The user selects the `Print on Alternate Paper' button • The `Print on Alternate Paper' screen opens revealing what paper needs to be loaded mud offering users the opportunity to select a different paper to print the job on Xerox Easy Translator Service - Optional Feature • Translate anytime, from anywhere, in 45 Languages • MFP App - Ideal for multi -page hardcopy translation • Mobile App- Ideal for on-tho-fly text translation • Receive translated, formatted Word files via email and/or print • Web Portal- Ideal for digital file translation • Customer can take a photo of document to be translated • 24/7 availability, meaning no waiting • Human Translation options for premium quality service via Web Portal- High Accuracy • The user interface for Xeroxg ConnectKey& Technology - enabled MFPs and • Xerox® Centre Ware@ Internet Services pages are now available in Arabic • Award Winning App Remote Control Panel • Simplifies support and training • Full access to device interface from any networked PC • Easy for internal staff or contracted support partners • Useful for remote training and support • IT can view device and push buttons remotely • Secure connection that hides sensitive data such as passwords • Remote sessions are indicated to the local UI to prevent simultaneous changes • Factory standard Below is a list of functions that the proposed equipment must have. In this section of the proposal, please indicate that the proposed equipment includes the following functions by reviewing and marking each complying function with a check mark: 'heck to Function Indicate Compliance Printing/Network Printing - X - All standard printing dimensions including but not limited to letter, legal, Ilxl7, A4, A10 envelope _ - Color and black and white Copying X - All standard printing dimensions including but not limited to letter, legal, 11x17, A4, A10 envelope --- Color and black and white Faxing X - This capability is only required for 1 of the 2 copier machines; a phone— Single-pass color scanning X - Scanning to e-mail and network folders - Scanning to common file formats including but not limited to PDP, TIFF, XPS, and 1PG Sorting & Finishing X - Sorting and collating - Stapling, 2 and 3 hole punching, folding for booklet binding X Software to proactively monitor devices, identify potential service issues, and alert contractor when supplies are running low XEROX° ALTALINK° COLOR MULTIFUNCTION PRINTER Smart, Secure and Connected C8030/C8035/C8045/C80551C8070 ConnectKey` Xerox AltoLink C8030/C8035/C8045/C8055/C8070 Color MultiFrmction Printer Xerox" Altarink devices provide new levels of capability and connectivity to mid-size, large workgroups and busy offices. With Altarink, yob[ extended workforce has Instant and secure access to the documents, data and workflows it It to work taster and more erriclently—from every location and with any device. SMART AND PRODUCTIVE you've never seen a multrfunction printer like this before- From Its tablet -like user Interface to its fight-eLT IJ -he box mobile Friendly connectly ty options, ne Xerox" Alta ink C8000 Scans is the color multifunction device today's workers have been wehas for - Optimized For mouress processes, and easy to manage as a standalone device or as part than entire f act It's designed to enable multitasking and coRaecmdor. Crede customized workflows, Gm0a tacomplex tasks, phnt andscan directly to andfrom the doud with services Ilk, Boxs', Mirrosefte OneDrivex, Google Drive', Drepbox'" and Microsoft Office 365". Connect any time, from anywhere and any device With the touch of a button, you can go to our Xerox App Gallery and download simple, yet powerful, scrverless area to your A'nchonk color mulllfuncom If to Increase user productivity and shortereveryday tasks. chip I missile connectivity, including Near Field Co nmun. cation (NFC) Tap to Pair, op0aral WPFI Dlrectm, Cr'PrfntByXemx, 60,091he C.oud Pi inte Xeroxw Print Service Nag in I, Android - and Mophe" provides the time cvjng convenience your workforce wants and needs. POWERFUL AND SCALABLE Your workgroups opem e more efficiently and effectively with Altair nk. to mege, monitor and upgrade your an re fleet with our Embedded Web Server, or provide Interactive training and support right from your desktop such our remote user Interface. Fewer malntenanre hassles, less IT support, high-capacity paper trays and the ability to pgnt on varying paper sizes add up to Increased uptime and greater productivity. Scanning, printing and taxing can be done simultoneously, allowing for multitasking during peak periods—and your choice of finishing All means you can configure your Altall nk device for any work environment and any document type, Including booklets, brochures and FomaneCs. BIIIIT IN SECURITY TheAlmank C8000 series Color Multifunction Printer provides the maximum level of security through our partnership with McAfee, proactively addressing risks at the fleet and individual device level. Multiple [oyer, of security include data activation, disk overwrite end Industry ertifica0ons. At the user level, Secure Print holds documents for release until they're ready to be retrieved at the device. COLOR WHERE IT COUNTS With high resolaLote ou act of 1200 x 2400 dpi, photoquality rarer Images and crisp text will give your documents clarity and Impoct. You can also upgrade your Alta Link C8000 Series with the Xerox" EX -c C8000 Print Server Powered by Fiery°, enabling office users to quickly, efficiently and cost effectively print Professional looking documents. XEROX' CONNECTKEY` TECHNOLOGY—THF. NEXUS OF YOUR COMPLETE PRODUCTIVITY ECOSYSTEM Fromxece checompanymotcreaadme modern wmkpluae—we present the next prommonm workplace Productivity With Astent user -parenny Lou, a wide range afdeNes, moblleontldaud mnnertNtty vntla gmwmg Immry of apps to expand nmctionships you II work faster, better and smarter. Intuitive User Experience Anentirely now, cd yet entirely fummor way to merger Formularies. tabletlike exproduce withearnre -based touefscreen rnnnals and easy curtelarohla n. Mobile and Cloud Ready InstantmnnecOVlty no doud and mi devices right from life user howface. with access to pre lauded cloud -hosted services that let you warkwdem when and bmv yea want Benchmark Security Full mulmlevel pmdyLl., far bath documents and dataready to guard against and almoughe ecoming threats and meet or exceed regulatory compliance Enables Next Benefit— Sen.— work more of idenply and manage resources e efferavely. Easy Integration ofxeroO Managed Pont Services enables monagive monitoring of service delivery and umables, plus romoto configuration foreven more time savings. Gateway to New Possibilities Instantly extend your capabdmes won offers to the Xerox App done, featuring cul would apps designed to opumlxe eigial w rknows Commission our notwmkof partners to design innovative business - specific solutions . Find out mere about how you'll work sine for a t wwwmnnec[key.com. Q T —_.. ..... �.'� fib". 1 SIn91e-Pats Duplex Automatic Document Feeder 10FIX Booklet Maker Finisher (optional) proades (Uui saves late by slmultoneare, running both advanced finishing the wpal,ifty to create 64past sldcsoftwa-ssued documentmt up to 139 saddle duchad b0oklets Q to 16 sbeat,)_ Impressions per ml out. 11 CFiddR-Fold Out' (optional) adt(, dime reds'. 2 Convenience St., let (option.]) stories up to C -fold, bfold and Zhalf fold to the 6 R Finisher SO sheets of 201b180 an proud or B R Booklet Maker Finisher. 3 Bypass Troy Fondles up to 100 sheets of 201b/80 12 Offset Catch Tray (OCT( (standard an all a ina[so teeaso p in leo To Cuteness. gem mealn. configurations and included wish all friends)_ 4 Two 520 sheet aQustahle in., (standard in, 13 Integrated Office Finisher (optional will all ca transport) Tiny l handles media slur up C8030/CrifOrl rovld,,500-shear social to117xI] n.aA a ntl Tmy 2 handles media sizes oad50-11,11151,191,-notation refund up to 12 x1A In./SRA3. 14 Office Finisher ILK (apClanal with [8030/18035/ S Envelape Kit(optlonol—replaces troy 1) provides CSOfiS/fdoti gives you advanced flnashim [moble -free feeding.Pup t060'Pedolh- fu ncti0ns of a great Value andoffers cellular C ase/scale and saddle-stttch booklet ranking 6 ki Corsi Tandem Troy Module (o11ti0no0 capture or so- page bo0klets Q to 1 S' elders). brings the total paper capacity up t0 3,140 sheets_ ] P. or Tray Module (optional wl[M1 18030/CA035) 15 Xerox- Integrated RFID Card Reader ETD M1OosroyM saddlf 2 A(optenalods F. oil.,.[) adds mrd based authenticntmn with support for over 90 access cords. B Hoff Capacity Feeder fmptionoR holds 2,000 Save 16 Near Field Common lcaCion(NFQ Top -to -Pali ofletter/A4 paper latecomer the moamum paper slow trstaev mp Oen himnedlce m the meas([, 105, 140 sFeet,. Andres C8000 nser paneland instantlymnnect 9 Business Ready (SRI Finisher (optional) gives wip the MFP. you advanced finishing functions ata great value. 'glil will }M .o_I FINISHING APPLICATIONS W[aaaQ11ULQ INTRODUCING MOBILE DEVICE -LIKE TOUCHSCREEN SUPERIORITY Meeteuroldew.101-Inch color t0udrsaeen —the user interface thetseps a haber m(ndanllurcust0mlzotion, esseofuse and ""at gay By re senpn9 a roulaur"mobile' experience—cath support for gestural Input anI lask Po sail tell part true o comm on look and feel—fewer steps ore needed to complete even the meet thank )ods. 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Xerox Altal ink C8030/C8035/C8045/C8055/C8070 (011NectIlw Color Multifunction Printer DEVI CE 5PEC1r'1can ONgAItaLInN -- —— — C8030 /+ItaLink C8035 AIIOLink C8045 AQnLink C6055 PIkaLInk C80I0 Speed lGlLip ladbndwlll.'el Up to 3130 ppm Up to BITS ppm UpIn ELI ,In Up to 50/55 THIS Up NSol A)ppm Up to 901000 Up W 110000pages U, to x001000 pages Up To 300,000 pari Up to 3001000 proles Monthly PICA CyrDs pages Haid On ve/PmwssmlMenaly Mlnlmun'CFO SHP 11DOMtlI'AIOm'°Chad Care 1,911 MB Caerei GB Vedinmemary Cnnnettere 1a/100/10011 ENe net, High -Speed U5820direct put, WI WI Dueca with opbonOIXemW USE WIHIas AdaOler NFC Tap -InPair Dpuanm Cenwder Xcer I X c 09000 Ann Schur 4owared by Hv yea Copy unit Print neeokman copy up to 600 x600 ds Print: Up m 1200x 2400 are must Copy-OutTHIP HEfast ) 815ewsdsc /6J an ands back and while, 78 pachad" 16,4 72' ntl IS] a E accands carrier9 from ishat-wermild-upnote) seconds black and white sem ds black ad white s ands blockade- rum IT an pro, a,- Timeasfast ' 65 ds upki 3 6 H Desconds color/5.2 b A seconds ON0053 60 second, imiced] 1,J 1, birrairs➢ mrd, plack -and -mhas awards block and white . ,.,ads block and whie sexondsblack wd-chit, w0s Gluck -red -white Poo.Campi n., I Inguagcs Adobe'"PoslSalpt"3'v..Adobe PDT verour TV PCI 'SWCL6, OptmalXMI Paper Spevfimtlan XP9 Paperlasut Standard Single ... 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Installation and Set -Up This section of the RPP should include a full description of each step your company would follow in completing the installation and set-up of the proposed equipment. Implementation Plan and Schedule Image Source utilizes a structured set of proven project management and implementation processes to ensure a smooth implementation. The Implementation Plan involves 4 Steps: 1. Pre -Installation: Discuss and agree on an Implementation Plan 2. Installation: Follow the tasks and schedule described in the Implementation Plan 3. Post -Installation: Determine need for any additional actions; evaluate success 4. Reinforce and ensure customer satisfaction Pre-lnStallation 1 Image Source understands it is responsible for the installation of all equipment any necessary training. As part of the installation process, we will conduct standard diagnostic testing, including validating that equipment is producing acceptable copies and printed documents, and that the scanning capabilities are functional. We also understand that Xerox is not responsible for the cabling of networked devices. Upon receipt of the equipment order, Image Source will contact COSTA MESA SANITARY DISTRICT to schedule an acceptable delivery date. Upon delivery, Image Source will unpack the system and, based on the products ordered, will handle the installation. After Image Source unpacks the system, the CSE will ensure he or she "meets the truck" and installs the system hardware. The CSE will also connect all system components prior to powering up the system. This will be followed up with Analyst Services, at which time all implementation and installation activities will be completed to fully enable all features and functions purchased. Then, we will provide an overview of basic C functionality, including a review of the equipment's software applications. Within 24 hours of installation, your local account manager will follow up to ensure customer satisfaction and answer any outstanding questions. COSTA MESA SANITARY DISTRICT Participation Certain activities require support from COSTA MESA SANITARY DISTRICT to ensure a smooth transition and implementation. They include: • Provide Image Source with sufficient, timely, free and safe access to COSTA MESA SANITARY DISTRICT premises for Image Source to fulfil its obligations. • Name an IT contact as a resource that will ensure all necessary network security, authorization, and authentication credentials are in place. The IT contact should be readily available and able to participate in installation activities. • Identify network topology and domains, and provide a document that maps these to geographical locations served. • Identify network domains and trust relationships between the domains. • Identify operating system, including versions and revision levels, associated with the primary domain server. • Identify what print server operating systems (versions and revision levels) are in use in locations to be serviced. • Identify network mechanisms for device identification and management on each domain to be serviced, including network address or host name resolution (DNS, Net Bios, etc.). • Notify Image Source of network, SMTP gateway and Internet proxy server problems. • Provide (or contract for provision of) all necessary wiring and active network connections. • Supply IP addresses/ subnet masks. Change Management As new floor maps and processes are put into effect, an effective change management plan will be designed to ensure a smooth implementation process. We will work with COSTA MESA SANITARY DIS FRICT to create a joint change management plan that will minimize end-user dissatisfaction and accelerate adoption rates. The change management plan will include the following: • Communications —Communication strategy tailored to COSTA MESA SANITARY DISTRICT's unique environment; • Training — Training strategy and tools tailored to meet user needs; • Configuration — Understanding user needs and configuring environment appropriately; and • Transition ("go -live') Support — Support to assure the best possible transition and implementation. To help understand all the activities that must occur for delivery, installation, and training, we have included a sample Implementation Plan template below. This sample Implementation Plan identifies the implementation task, owner responsible for the completion of the task, and target completion date for each task within the plan. The implementation Plan following identifies the owner, target completion date for each task. COSTA MESA SANITARY Contract Award DISTRICT Schedule meeting to clarify and finalize the implementation requirements Develop communications plan for employees Schedule and arrange locations to get new equipment Communicate Project Team responsibilities Define & communicate services to team COSTA MESA SANITARY DISTRICT & Image Source COSTA MESA SANITARY DISTRICT & Image Source Image Source Image Source Image Source COSTA MESA SANITARY Individual locations identified- DISTRICT & Image Source COSTA MESA SANITARY Principals Identified- Key Contacts identified DISTRICT COSTA MESA SANITARY Key Users Identified DISTRICT COSTA MESA SANITARY Unique requirements defined and documented DISTRICT Plan & Design Image Source -Validate fleet equipment recommendations COSTA MESA COSTA MESA SANITARY SANITARY DISTRICT DISTRICT & Image Source COSTA MESA SANITARY Validate location for the fleet equipment DISTRICT & Image Source COSTA MESA SANITARY Allocate space for equipment removal (if required) DISTRICT Image Source and Image Confirm delivery requirements Source COSTA MESA SANITARY Provide access to loading dock required for Installation Team DISTRICT Validate network drop Image Source Validate power requirements Image Source Provide a communication plan during implementation of'who to Image Source call' Check electric, power, network drops, and fax lines as required Image Source Final Inspection and Chuckle ensure compliance Image Source Xerox equipment & software ordered Image Source Install Xerox equipment Image Source COSTA MESA SANITARY Connect Xerox equipment to LAN DISTRICT & Image Source COSTA MESA SANII ARY Equipment testing/confirm install DISTRICT & Image Source TBD COSTA MESA SANITARY Network device testing - DISTRICT& Image Source TBD Create Print Queues on [COSTA MESA SANITARY DISTRICT] COSTA MESA SANITARY server DISTRICT & Image Source TBD Install of Xerox Print Drivers on COSTA MESA SANITARY COSTA MESA SANITARY DISTRICT PCs DISTRICT & Image Source TBD COSTA MESA SANITARY Change Print Default to closest Xerox Device DISTRICT & Image Source TBD COSTA MESA SANITARY Remove existing equipment (if required) DISTRICT TBD COSTA MESA SANITARY Identify and clarify training requirements for each location DISTRICT TBD COSTA MESA SANITARY Identify special training requirements DISTRICT TBD 737 Schedule and arrange locations Image Source TBD COSTA MESA SANITARY DISTRICT communicates to staff COSTA MESA SANITARY Image Source training schedule DISTRICT TBD Schedule "lunch and learn" on-site training sessions, if required Image Source TBD Schedule classroom sessions, if required Image Source TBD Provide end-user product CDROM Image Source TBD Schedule on-site, "walk-up" training to work groups Image Source TBD Schedule print driver training Image Source TBD COSTA MESA SANITARY Identify special training requirements DISTRICT TBD x ,,.f2•�'7 th-_,.�, "k'�'"yp '...">.�?..:. _. 4"_' -Place Initial Xerox supply order Image Source Order back-up Smart Kits for new MFDs Image Source Provide supplies reorder list to COSTA MESA SANITARY Image Source DISTRICT employees COSTA MESA SANITARY Return old equipment supplies (if required) obtain vendorcredit DISTRICT Xerox supplies received and validated Image Source Finalize & communicate billing & reporting process Image Source Develop Invoice Template Image Source Account Management Strategy Developed Image Source Schedule follow-up installation meeting Image Source Develop account review schedule Image Source Post -Sale A successful transition starts and ends with effective communication. This includes, but is not limited to, vision messaging, detailed day 1 -communications and directional messaging to COSTA MESA SANITARY DISTRICT employees; and educational messages on the program benefits. Social media and company endorsed communication protocol is followed. Training is also a key element of which there is a multitude of ways to train employees. And finally, documented processes, helpful hint guides, and "who to call for help" are essential. This is all part of the transition management plan with benchmarking and lessons learned are shared for continuous improvement. Change Management is unique to each customer; a comprehensive plan ensures smooth implementation with primary goals being 10 speed up the adoCOSTA MESA SANITARY DISTRICTon rate of the new process and to anticipate and solve problems. Drawing on our extensive industry experience and Lean Six Sigma expertise, the Change Management plan addresses four critical areas: 11 Communications: A carefully orchestrated communications strategy identifies target audiences, key messages and critical timing tailored to the workplace environment and solution stakeholders throughout the organization. 2) Configuration: Using site assessment data, Image Source provides the solution configuration with the path of least resistance to the desired state. This is done by making use of familiar technology whenever possible and ensuring new processes are simple, straightforward and clearly superior to the old. 3) Training: users and technical support staff receive the training and tools they need to adapt in advance of the implementation, including process simulations and hands-on experience. Well-timed training .�J sessions are provided with the understanding that time taken away from daily activities impacts operations. 4) Transition Support/Organizational Readiness: A critical point in any Change Management plan is the "go live" or cutover phase. During this critical phase, Image Source provides support personnel standing by, either on-site or on hotlines, to resolve issues promptly to ensure customer satisfaction. G. Cost Proposal The cost shalt be included in the proposal and shall be based on the full scope of work identified in this RPP. The proposed cost must clearly and concisely outline the following without the exclusion of any additional fees that are associated with the proposed equipment and services: • Installation and set-up - Included • Client training --Included • Equipment lease— Included • Sorvice/Maintenance--Included • Allowance or pay -per -copy cost — please use 5,000 black and white and 4,000 color (per machine) as a basis for calculating this cost—Pay per copy cost • Overage fees/rates-- BW: .0039 Color .039 • All supplies necessary for machine function & the cost of shipping (i.e. toner; waste toner container, etc.) -Included • Any fees associated with equipment removal at the conclusion/expiration of the 60 month agreement— None • Any additional costs or fees that may be incurred throughout the 60 month agreement term—None, unless late pay. • Bid: total cost of proposed equipment and services throughout the 60 month agreement tern (the sum of all items listed above) *Please indicate "Not Applicable" for any costs that do not apply to your company's proposal. xerox`'V,110J® Presented to Costa Mesa Sanitary District By Melissa Abrams On 61412018 Negotiated Centrad 072721500 1. C8045H (XEROX C804511) �� 8* I r would like to eoauva the solution described In lhls proposal, we would be happy to offer Xemx ober agreement. Pricing is subject to credo approval and is valid until 7/4/2018. TT 4 AT�IC"�I or Booklet Mk -2/3 Hp For any questions, please contact me at[/14)490-]F10 Lease Term: 60 months 513112018 1 Line Fax Pumhass Option: FMV Customer Ed - Analyst Services 2. C8045H (XEROX C8045H) - Br Booklet Mk -213 His Lease Term: 60 months 5/3112018 -Customer Ed Purchase Option: FMV - Analyst Services 1. C8045H 1 $124,48 I Blackout All Prints $0,0039 -Consumable Supplies Included for all prints White - Pricing Fixed tar Term Impressions 2:Color All Prints $0.0390 Impressions At Information In this proposal Is considered confidential and lslorthe sole use of Cosh Mose Sanitary district. It you �� 8* I r would like to eoauva the solution described In lhls proposal, we would be happy to offer Xemx ober agreement. Pricing is subject to credo approval and is valid until 7/4/2018. TT 4 AT�IC"�I i GUA84il i For any questions, please contact me at[/14)490-]F10 Lease Pricing PROPOSAL xerox® 2.CBWH 3122.95 1:Blackand AllPrints $0.0039 - Consumable Supplies Included for all prints White - Pricing Fixed for Tenn Impressions 2 Color All Prinls$0.0390 Impressions Total 3247.43 Minimum Payments (Excluding Applloable Taxse) H. Supplemental Questions: Distinguishing Characteristics Please address the following supplemental questions clearly and concisely: Please describe what distinguishes your company from other copier and copier maintenance companies and how said services will benefit the District. BLI Line of the Year Award for 2014-2015-2016-2017-2018 • "Throughout the year, BLI analysts delve into the software products offered by each leading OEM via research and hands-on evaluation of the products. And five times in a row now, the unmatched Xerox@ portfolio of in -house -developed and third -party partner solutions has come out on top," said Jamie Bsales, Director, Office Workflow Solutions Analysis, at BLI. "And in addition to being ranked best over all, Xerox also had the best showing in several key software categories, including print management and mobile printing solutions." • `... most comprehensive solutions portfolio..." With organizations looking to work more efficiently and leverage investments in equipment and personnel, it isn't enough for a manufacturer to offer the most advanced hardware alone. Software and services that work with the MEN and printers are an integral part of the ecosystem, enabling the OEM and its reseller partners to offer end-to-end solutions to customers' business challenges." BLI Award-AltaLink-C8045 The Xerox Altal-ink C8045, chosen by BLI analysts as winner of the winter 2018 Pick for outstanding 45 -ppm Color Copier MPP offers: • Outstanding reliability and user -replaceable components to minimus downtime • Exceptional job stream speeds and small color scan file sizes that boost print and scan productivity • High-quality and consistent output that will meet the needs of both general office and marketing -intensive environments • Top -shelf operability; access, browse and download apps through Xerox App Gallery to simplify and speed tip everyday tastes • Mobile print support with standard NFC and Wi-Fi-Direct and cloud -readiness for convenient printing Xerox Advantages • Xerox Total Satisfaction Guarantee Xerox provides a security blanket that guarantees you will not receive a lemon. The premium Xerox warranty allows you to initiate the equipment replacement process. • Xerox Print Around Technology When a job is sent to a Xerox multifunction device and the necessary resources are not available, a note is made, an alert is sent out and the device continues to operate, rather than stop all productivity until the necessary resources are made available. • Scan Compression Technology Xerox Connect Key Technology Products produce scan files that are up to 9 times smaller than those produced by the competition as tested by Industry Analysts, Inc. The file -size advantage delivered by Xerox means you can create and distribute high- resolution scanned images that contain both text and graphical elements without consuming excessive network bandwidth. • Xerox Unlimited Scan Ahead A virtually unlimited number of pages can be scanned in a single file, or a virtually unlimited number of individual scans can be made in a row. • Xerox SMart Kit Technology This allows you to maximize your equipment uptime. When a drum cartridge, fuser cartridge or toner cartridge needs to be replaced, an alert is provided and the on -hand supplies can be easily and quickly changed. Some competitive products simply go down mid require a service call to become operational again. • Xerox Scan to Accurate Text Searchable PDF Currently, we have the only equipment with standard OCR that accurately and quickly performs optical character recognition and creates searchable documents that can be easily found no matter where they are saved, using any standard .search function. • Xerox Remote Supply Monitoring Xerox can directly monitor copy mid print volumes on office devices, enabling supplies to be sent out as needed and billed accurately. No in -office admin is required. • Xerox User Interface Easy-to-use Xerox interfaces are designed to have 80% of the most commonly used functions on the main screen, avoiding the need to drill down to find features. Our interfaces are familiar to previous Xerox users. • Xerox Notification Alerts When an issue arises on a device, an area notice can be automatically sent out. • Xerox 24/7 Technical Support, based in North America Support is available to you at any time. Total Satisfaction Guarantee which states: If Costa Mesa Sanitary District is not totally satisfied with any Xerox -brand Equipment delivered under this Agreement, Xerox will, at your request, replace it without charge with an identical model or, at Xerox's option, with Xerox Equipment with comparable features and capabilities. This Guarantee applies only to Xerox -brand Equipment that has been continuously maintained by Xerox under this Agreement or a Xerox maintenance agreement. This Guarantee will be effective for 3 years after installation unless the Equipment is being financed under this Agreement for more than 3 years, in which event it will expire at the end of the initial Term of this Agreement. 2. Is the proposed equipment energy ,star certified? If not, please describe any energy saving features that the proposed equipment contains (if applicable). Energy Star • With Energy Star-rated devices and environmentally responsible print technologies, District will experience reduced product energy usage. In addition, the District can reduce consumable usage by introducing paper and toner-print saving modes, automatic duplex printing or digitalization of documents. • Xerox is committed to producing waste-free products in waste-free facilities to promote waste-free offices for our customers. Our aim is to design products, packaging and supplies that make efficient use of resources, minimize waste, reuse material where feasible and recycle what cannot be reused. Eco-label and Product Registry Programs • Many Xerox products meet or exceed the requirements of the world's most widely. recognized certifications for product environmental performance— the international ENERGY STAR, UL's EcoLogo eco labels, and Germany's Blue Angel. Xerox's eco label products provide environmental — benefits without compromising performance, quality or reliability. And the energy- and paper-saving features of these machines bring value, efficiency and flexibility to your work environment. • EPEAT© environmental rating registry for electronic products EPEAT© is a comprehensive environmental rating system that identifies electronic equipment meeting specific environmental criteria, combining comprehensive criteria for design, production, and energy use and recycling with ongoing independent verification of manufacturer claims. The EPEAT system was designed with purchaser input to provide an environmental assessment tool for purchasers. For program information and currently registered products, visit: www.eueat.neC. The EPEAT® registry for electronic products was expanded in early 2013 to include imaging equipment. Xerox was among the first to have EPEAT — registered products on the day of program launch and continues to add new products to the registry. Since 2014 Xerox has committed to launching all new office products with EPEAT Silver or Gold. • The International ENERGY STAR Program The ENERGY STAR program was initiated in 1993 by the U.S. Environmental Protection Agency, with Xerox as a Charter Partner, as a way to certify products with specific energy saving attributes. The program's requirements become more challenging every few years. For more information visit www.energvstar.gov. The ENERGY STAR® program introduces progressively more stringent requirements over time, with the most recent revision having gone into effect January 1, 2014. While the new standard was challenging to meet, our goal remains to have 100 percent of new product introductions achieve this label. UL's EcoLogo Program The Ecologo program helps consumers identify environmentally -preferable products and services. EcoLogo-certified office equipment most meet requirements for materials conservation, energy efficiency and low emissions. Xerox has been a leader In offering EcoLogo-certified products since 1996. • Blue Angel Certification Based in Germany, Blue Angel was the first environmental -related label for products and services in the world. Since 1975 it has helped promote ecological awareness and guide consumers to the most ecologically sound products. In order to achieve Blue Angel, devices must meet stringent requirements for air emissions, materials selection, recyclable design, and energy consumption. 3. Describe the proposed equipment's security features, as well as any security measures Laken by your company to protect client information. Industry —First McAfee Security • McAfee embedded control protects sensitive information with built-in security on all ConnectKey devices • Protects key device files through "whitelisting" • Enhanced Security (standard) prevents unauthorized reads/writes of protected files & directories and adds to designated protected directories — recorded as modify • Optional Integrity Control accessory prevents new files from being executed from any location via entrusted means and prevents writing of protected executable files Benchmark Security • ConnectKey products deliver the highest possible level of security at all potential points of vulnerability. Our state -of the -art Security Model ensures compliance and provides stringent oversight. • Network Security: Protects the printer or MFP from unauthorized remote access, the confidentiality of data transmitted via the network and services that can be accessed. • Device Access: Prevent general access to restricted devices with user access and internal firewall on printer. • Data Protection: Keep personal and confidential information safe with encrypted hard disk (APS 256 -bit, FIDS 140-2 validated). • Document Security: Safeguards hardcopy and electronic documents by ensuring they are received and viewed only by the intended recipient. Protecting sensitive, proprietary, or classified information is more critical than ever. As more information is being created, distributed and archived digitally, the risk that this data could be intercepted or corrupted increases. Thankfully, Xerox has the security capabilities to help. For the last 20 years, Xerox has been a leader in providing secure document solutions to a variety of industries across the globe. In fact, Xerox products and services aro designed wiflr security in mind and to seamlessly integrate into existing security frameworks - giving you and your customers' protection and peace of mind. Xerox Security Goals: • Confidentiality • No unauthorized disclosure of data during processing, transmission or storage • Integrity • No unauthorized alteration of data • Systems perform as intended, free from unauthorized manipulation • Availability - • Systems work properly • No denial of service for authorized users • Protection against unauthorized use of the systems • Accountability • Actions of an entity can be traced directly to that entity • Xerox Security Features: • User Authentication —restricts access to features by validating user names and passwords • Audit Log—tracks printing, scanning, and network fax activities by user, time and date • Image Overwrite — electronically "shreds" data stored on the MFP hard drive automatically or on request • Fax & Network Isolation — fax board separated from network controller, avoiding security vulnerabilities • Common Criteria Certification - Our policy and practice is to have an entire multifunction system evaluated- not just individual features or a security kit. 4. Does your company charge clients for copies on an allowance or pay -per -copy basis? If an allowance system is used, are clients credited for unused copies? No Copy allowance provided, pay for the prints you make, in arears. 5. Does your company utilize any outside vendors for the provision of services associated with the proposed equipment (maintenance, leasing, etc.)? If so, please indicate which vendors are used for which services. Xerox assumes responsibility for provision of services associated with the proposed equipment (maintenance, leasing, etc.). 6. Are there any fees or responsibilities associated with the conclusion/expiration of an agreement or the removal of equipment at the conclusion/oxpiration of an agreement term?—No 7. Describe any penalties associated with the early termination of an agreement. Please see Section I Sample Agreement. Five Years and Counting... 'Throughout the year, BLI analysts delve into the software products offered by each leading OEM via research and hands-on evaluation of the products. And five times in a row now, the unmatched Xerox' portfolio of in -house -developed and third -party partner solutions has come out on top;'said Jamie Bsales, Director, Office Workflow Solutions Analysis,. at BLI. "Andin addition to being ranked best over all, Xerox also had the best showing in several key software categories, including print management and mobile printing solutions." F, d c„ HOme v, . � �� Reset o no -_ Ale". "...most comprehensive solutions portfolio.,."With organizations looking to work more efficiently and leverage investments in equipment and personnel, it isn't enough for a manufacturer to offer the most advanced hardware alone. Software and services that work with the MFPs and printers are an integral part of the ecosystem, enabling the OEM and its reseller partners to offer end-to-end solutions to customers' business challenges." Among the leading document imaging OEMs, Xerox Corporation hasbeen honored as the recipient of BLI's 2014, 2015, 2016, 2017 and 2018 "Line of the Year" award thanks to its exceptional portfolio of hardware and software. Prepared from publicly available reports and articles with written permission from Buyers Laboratory LLC, the world's leading authority on document Imaging products and solutions. A ;V source IVILINE OF THEYEAR EAR y" I Xerox AltaLink C8045 Outstanding 45 -ppm Color Copier MFP M1 LI The xeoe AltaLink Cl chosen by BLI analysts winneras of the Winter 2018 Pick for Outstanding 45 -ppm Color Copier MFP, offers... • Outstanding reliability and user - replaceable components to minimize downtime • Exceptional jab stream speeds and small color scan file sizes that boost print and scan productivity, respectively • High-quality and consistent output that will meet the needs of both general office and marketing -intensive environments Top -shelf operability; access, browse and download apps through Xerox App Gallery to simplify and speed up everyday tasks Mobile print support with standard NFC and WiFi-Direct and cloud -readiness for convenient printing "The AltaLink C8045 excels far beyond the needs of everyday office workflow," said George Mike - lay, Associate Director of Copiers/Production for Keypoint Intelligence -Buyers Lab. "The device's Intuitive, tablet style Interface with slide/swipe navigation makes for an incredibly user-friendly expe- rience, and users will surely appreciate the ability to streamline daily workflows with the enablement of driver presets, create settings for up to 50 different copy job programs right from the panel, and access ConnectKey apps from the Xerox App Gallery. A hearty list of mobile print support options for both Android and Apple devices allow for convenient printing on the go, while a robust web user interface with a built-in search function and highly effective fleet management via Xerox CemreWare Web simplifies tasks for administrators." "Mid- to large -size workgroups can depend on the Altal-ink C8045 to keep things moving day in and day out given its tremendous reliability, above-average paper capacity, and easy -to -replace supplies," said Joe Ellerman, Manager of Lab Operations at Keypoint Intelligence - Buyers Lab. "And outstanding feedback from the bidirectional drivers, control panel, and web utility will not only be a great asset to administrators in small to mid-sized businesses, but will all but ensure sup- plies are on hand when needed to eliminate extended downtime for service. Taking into account the device's impressive, consistent output, faster -than -average job stream speed, and higher -than - average memory capacity, it's safe to say the device truly delivers without sacrificing quality." > KEYPOINT is.ipn nc "cm ,y ;,"INTELLIGENCE §2019 KoypoinL l ptelin, Dp4collon roPo,r isp h'btni For resin p �nfolnoWr UtA 8uyvrs Lab - About Keypoint Intelligence - Buyers Lab Keypoint Intelligence is a one-stop shop for the digital imaging industry. With our unpar- alleled tools and unmatched depth of knowledge, we cut through the noise of data to offer clients the unbiased insights and responsive tools they need in those mission - critical moments that define their products and empower their sales. For over 50 years, Buyers Lab has been the global document imaging industry's resource for unbiased and reliable information, test data, and competitive selling tools. What started out as a consumer -based publication about office equipment has become an all-encompassing industry resource. Buyers Lab evolves in tandem with the ever- changing landscape of document imaging solutions, constantly updating our methods, expanding our offerings, and tracking cutting-edge developments. About Buyers Lab Pick Awards Buyers Lab Picks stand alone in the industry and are hard-earned awards as they are based on rigorous testing, including an extensive durability assessment and evaluation of key attributes such as usability, image quality, and value. Each product that passes our lab test earns Buyers Lab's Recommended or Highly Recommended seal and our Certificate of Reliability, with the best performers qualifying as Pick contenders. KEYPOINT INTELLIGENCE - BUYERS LAB North America • Europe • Asia Gerry Stoia, CEO Madero Our, Shaw, Editor, Sweetmeat, DIb DaviAvis Deanna F Gnick, CRO Analystatc, B MMP Analysis Printer Partin B SEP Evaluation Services Asia Research B Lab Services es Marler Marleno.Orrs kcypolntintelligence.cpm I(Gitlin.ShevFllkeypointinlelllgonco.com Patrick Albus, CFO COMMERCIAL Carl Schell, Managing Editor Carl. Sehellmkeypolmintollgence.com EUROPEAN ANALYSTS Mike Fergus Jeff Heyvw, Managing Priya Gohll, Senior Editor Plea President of Marketing & alor Jeff .HayeYykeypoinfn[ellgeliganopcom Pdye.GohlCkeypoinllntelllgencaeom Product DevelapmenC U.S. ANALYSTS Randy Dezo, Groupmop Kris Alvarez, Editor Simon Plumlece Senior Editor Gerry O'Rourke Office DpcunlBn[Technolology KriaAlvarezC`keypointintelllgence oom Simon.Plumtre�,,)keypolntintelllgenco.com International Commercial Director Randy.DazoNJkcypelntlntelllgence.com Jamie Beales, Simper, Felicia Hannay Editor Andrew Unsworth, Etlitor, Software Analysis Felicia.HeineyN eypolntin[elligence.com Software Evaluation Jamie. Bsafrookeypoin[inlelligonce.gran Lee Davis, rather,Andrew.UnsworthC@keypolnllntelligeneeCOM George Wesley, Associate Director seennem/Software Evaluation LABORATORY Copers/Production Lee.Davis@keypointintelligon�.com George,Mikolaygkeypointintelligence.core Pete Emory Drector U.S/Asia Research& Lab Services KEYPOINT INTELLIGENCE 02018 seyp(),nL ulant9cfCO. Duplication whi permission is piohibieI buyers Lab / / ) �' Q -oc - OU NO k�k \\{ \ 0 \�i k u 22§ /@0 \, E \? /aj \/j 1 �$° 2 §a)-0 )f§) §f a a /) \(/\ f/\/ / / ) win C Y SC V R c O H V i7" w R O a = R o a' w; win ff 3 LEI- , x ® J C Y V R c O H V •4; R O a = R o a' ff 3 LEI- , x ® J E � T y E 'u p y m L T L O O to a) W U) L/1 E 4- y p L O O to a) L/1 p 'y In - V m a) N _ C Q4) cL.L C i i �j -O y, a) Y O N i p a) .� N >' " C a n i O O Q w N u _0-O c o N '6 "S v 'L U M V c y f6 L bb Q a) L Yb W� '^ '� () s L = Y p C p Q WU C C i O O y YN c c a) o i on v tw U Y C6 Y N CL a).Q a) s Y v V Y (n N -C to ' UM Y > L Y 3-0 r a Q 00 v -O U = vl ++ Nd p 0 a) a v N O U p 0 to -p Y O Y d 0- £ O a) 3 FL '� > .� M = aJ c a ra v m O v (a 4�J Y 3 m r �t o i Y .O L Q d N C M W r �t o i Xerox Scan Compression 'Technology scan file,; mean greater ra pratVit The power of scanning gives your office more workflow options, making it easy to turn hard copy documents into electronic files for fast distributing, organizing and archiving. But many popular multifunction devices lack the ability to adequately compress a scanned image, resulting in greater strain on network bandwidth or files with degraded image quality. Xerox MFPs, however, feature advanced scan -file compression technology that greatly reduces a scanned image's file size — without affecting image quality. Xerox WorkCentre products* produce scan files that are up to 9 times smaller than those produced by the competition as tested by Industry Analysts, Inc. "ris a group, the Xerox color MPP, produced si9Mfican6y smolte, file sizes when scanned to file than any of the MFPs (nom the other vendors tested. Xerox htack and white ldFPs, as a group. produced the smcilest file sizes ofall of the MFPs tested" The file -size advantage delivered by Xerox means you can create and distribute high-resolution scanned images that contain both text and graphical elements without consuming excessive network bandwidth. Our products employ the latest image -compression technologies, including the Mixed Raster Content (MRC) method, which splits scanned -file data into separate text and graphic elements. JPEG compression technology is used to compress graphical elements, while JBIG2 is used to compress text elements. msz vnr p'F9a _ � I f s -al rt. - f -.., U At mcd gar+�F� exp herr br op!nn,zed mnip:essier of each nemxrc��. Security Overview At Xerox, our' Security = Safety' philosophy drives the development of products, services a nd technologies that are in Fused with security at every level. Security Is front and center when eagi raeung our "Smart MFPs(' As a leader In the development of digital technology, Xerox hos demonstrated a commitment to keeping digital Information safe and secure by Identifying potential vulnerabilities and proactively addressing them to limit risk. Customers have responded by looking to Xerox as o trusted provider of secure solutions that offer a host of standard and optional state-of-the-art security features. Certification ISO 15408 Common Criteria for In'orma.iion Technology Security Evaluation Is the only Internationally recognized standard forsecurity certification. Xerox was the first manuff cturerco seek and origin certifimtai for "complete" MFP devices. Bemuse each element of the multifunction platform Is a potential point of entry, meaningful security certification must comprehend all elements, ncludl ng the operating systems, network Interface, disk drives), Web server, PDL Interpreteps), MFP user interface, local hardware pelts and fox system Maintenance U f 52N ILy �EfGC2Gy AC Xerox, maintaining our printer and muldfuncdon devices' security throughout their lifespan requires ongoing offence to ensure The development of Xerox® products is guided by a Secure continuous protection against newly discovered exploits. This is Development Life Cycle Process, which takes the Open Web accomplished by. Application Security Project(OWASP) Software Assurance Maturity Ensuing that software updates are Issued on on ongoing basis Model(SAMM) end SANS Institute guldcllnes into consideration connotation of new security bulletins Who RSS feeds This Involves defining security requirements, assessing risks, analyzing vulnerabilities and penetration testing, as well as Responding to identified vulnerabilities information obtained from OWASP and the SANS Institute, This Providing secure Installation and operation guidelines strategy consists of three pillars: Providing Common Criteria information Making patches Lambda at www.xnmr.condsecurlty State -of -the Art Security Features Printers and multifunction devices are sophisticated multiple The Xerox Security Model, In concert with the Secure Development Life sub system network platforms, and Xerox offers the broadest range Cyde, is commitment that all features and unctions of the system, of security functionality on the market, Including encryption, noturst one OF two, are safe and secure, authentication, authorization per user and auditing. Xerox and the Environment: Our Sustainability Commitment Briefing Paper for Xerax Customers xerox j10 Sustalnablllty is balancing the social, environmental, and economic needs of business today without compromising the ability of future generations to meet theirs. At Xerox, we do this by simplifying the way work is done. Sustainability is also about valuing our employees and communities, preserving the environment, and returning valueto our shareholders... now and for the future. THE TRIPLE BOTTOM UNE AT XEROX Xeme technology, produces and services help you regain your sustoimblllty goals. Social: We provide simplified processes that bring cost quality and productivity benefits, and a greener way of operating- We sells to take a leadership role In local communities as well as In the global community. I he volunteer efforts of aur employees ad Fine Xemx Foundation supports this work. Financial: Der x is a profit-making enterprise that creates value for shareholders and strives to be a positive farce in rhe world around us. Our products and services pravlde cast effective saWdone. Environmental: Our goals fa ms on areas where we can have the most Impner on our own operations and In workplaces, communities, and cities around the word Achieving these goals means gal no beyond what we can control directly. We engage our suppliers, customers. employees. and other important stakeholders to attend our reach and magnify our Impact -13mad Enablers - Xerox° Products and Services Carbon Neutral Enerav Star Cert f ed eggipnl. Invest and use technologies that reduce the multifunctional devices energy and carbon footprint of operations Managed Print services IMPS) and processes. Resource Conservation Xeroxa D'g tai Akernatives Help reduce consumption through business McipsgirsitfPsuni' process Improvemeatmols. • Xerozn Print Awareness ool • Packagl_,Shrimp Reduced Usecf Toxia&Heavy Metals Governing Chemml5l5P'n.�a?n Elinumbethe use of persistent He EPEAT-reg stared dev ca umulotlet and nexlgmaterials throughout the supply chain. Waste Free Products & Workplaces Xerox`"Creen Wodd AlrancOmuselrecvcl'na Design and use products, packaging and EKEti m supplies that make efficient use of resources, you and Xerox Enabling a Circular Economy minimize waste, reuse material where feasible, and beneficially recycle who[ D- i IPod Q Egyj� cannot be reused. OUR WAY OF DOING BUSINESS We focused on environmental performance and sustainability -long before T was popular to do so -In order to hove a positive effect on our operations, offerings, customers, and communities. In the 19805, we were the first company to Introduce power down features In our equipment to save energy, and the first to make two- sided on Lang astandard on our systems, significantly reducing paper waste. • We were the first In our Industry to evaluate the health effects of to nor and conclude that there are no Issues when used as Intended In the 19905, we pioneered remanufacturl no for office equl prnent unit helped shape the EPA's EN ERGV STARW program for Imaging equipment. Established In 1991, our Environmental Policy and Its principles still guide us today All of our major manufacturing sites certified to IS0 14001 in 199], within one year of that standard's development We continue to use Innovation and leadership to drive environmental performance through our value chain. We were name ng the first technology companies to set a company wide target for reducing greenhouse gas emissions. In 2012, at the conclusion of our 10yearEnergy Challenge program, emissions were cut by 42 pecten and energy consumption was reduced by 31 percent. Our new corporate wide goal to reduce energy consumption by 20 percent by 2020 (from A 2012 baseline) - was achieved In 2016, We were among the first to Issue comprehensive environmental requirements to our paper suppliers In 2006, we began a 10 year partnership w¢h The Nature Conservancy to advance forest managemenL practices and Improve sustainable forest management programs. The Xerox Sustainability Calculator for Mon rged Print Services estimates the environmental impacts across lire product lifecycle We joined the EPA SmortWay Partnership. Its purpose is to Improve fuel efficiency for reduced greenhouse gas emissions and air pollution associated with product transport. In 2011, we established corporate short term (2015) and long term (2020)"wasto Free goals. We were one of the first companies to have EPEAT registered imag Ing products. • Xerox00 ConnectKeyeTechnology, an award All bring software system embedded In multifunction printers FVELA) reduces prierand Ink spend while reducing wasteful printing through default settings like In Ming multiple pages on a single page • In 2015, The Xeroxe Print Awareness l out which uses gamlfcation to change on ut behaviors and engage employees In sustainability efforts, was a recipient of the third annual Environmental Leader Product & Projects Award. • In2018, PrntReleaf certification became III [able to Xerox large enterprise customers in more than 160 countries. The patented PrintReleaf technology Is the only platform that measures customers' paper usage and equates the number of trees needed to reforest that usage on an equivalent basis. RECOGNITION Achieved an A- on the CDP S&P 500 Climate Report Gold 'I"ier participant in the U.S. EPA Sustainable Materials Management (SMM) Electronics Challenge Included In Corporate Responsibility Magazine's 100 Best Corpamte Citizens Else #4 in the Environmental category Included In Ethisphere Instltates list of the World's Most Ethical Companies Included In Forbes list of The World's Most Reputable Companies leduded In the FTSE4Good Index Included in the JUST 100 Rankings of Americas Best Corporate Citizens Included In the U.S. Newsweek Green Rankings Included on the Euronext singer Eiris Index — W odd 120 Received o Gold rating from ECOVadls Received the Green Electronics Council (GEC) Catalyst Award PARTNERSHIPS Business Consortiums • Business Roundtable • Business for Social Responsibility • CEO Action for Diversity and Inclusion'" • Conflict Free Sourcing initiative • Corporate EcoForum • EcaPatentCommon, • Responsible Business Alliance • Sustainable Electronics Recycling international R2 Leaders • The Conference Board, U S and Canada Nom Governmental Organizations • Electronic Product Environmental Assessment Tod EPEAT)Advlsory Council • New York Economic Development Councils Governmental Organizations • US. EPA ENERGY STAR • U.S. EPA SmirtWay TransportPartnership • U.S. EPA Waste Wise Ourannual Report on Global Clze sh-p provides a comprehensive account of our sustainablll Ly efforts. ®cU,nve���,aaicalinune--dx��0 x�oa n-un®ere•nw•,Iawesscss �dran�,••ne T-1,ad•mdwch xerox -% ser.C•, roue,inch•unR•a5mv,anara,aw—m�n�;���sun,r9• Environmental Product List Xerox �o Xerox Alta Link B80457rV ✓ ✓ Xerox Alta Link 88055 ✓ ✓Xerox Alta Link B8065 ✓ ✓ ✓ Alta Link B8075 ✓ ✓ _Xerox ✓Xerox AltaLink B8090 ✓ ✓ ✓Xerox Alta Link C8030 ✓ ✓ ✓ Xerox Alta Link C8035 MFD ✓ ✓ ✓ ✓ Xerox AltaLlnk C8045 MFD ✓ ✓ ✓ ✓ Xerox AltaLink C8055 MFD ✓ ✓ ✓ ✓ Xerox AltaLink C8070 MFD ✓ ✓ ✓ ✓ _ Xerox Color 550 MFD ✓ ✓ ✓ Xerox Color 560 MFD ✓ ✓ ✓ Xerox Color 570 MFD ✓ ✓ Xerox Color C60 MFD ✓ ✓ ✓ Xerox Color C70 MFD ✓ ✓ ✓ Xerox Color C75 Press MFD ✓ ✓ Xerox Color J75 Press Printer ✓ ✓ Xerox ColorQube 8680 Printer ✓ ✓ ✓ Xerox ColorQube 870OF Printer ✓ Xerox ColorQube 870OX Printer ✓ Xerox ColorQube 870OXF Printer ✓ Xerox ColorQube 8880 Printer ✓ ✓ ✓ Xerox ColorQube 890OX Printer ✓ Xerox ColorQube 9301 MFD ✓ ✓ Xerox ColorQube 9301 E MFD ✓ Xerox ColorQube 9302 MFD ✓ ✓ Xerox ColorQube 9302E MFD ✓ Xerox ColorQube 9303 MFD ✓ ✓ Xerox ColorQube 9303E MFD ✓ Xerox D110 /D125 Printer Printer ✓ ✓ Xerox D110 /D125 Printer GSA Printer ✓ ✓ Xerox D110/D125 Copier/ Printer MFD ✓ ✓ Xerox D110/D125 Copier/Printer GSA MFD ✓ ✓ Xerox D136 Copier / Primer MFD ✓ ✓ Xerox D136 Printer Printer ✓ ✓ Xerox D95 / D95A Copier / Printer GSA MFD ✓ ✓ Xerox D95 / D95A Copier Printer MFD ✓ ✓ Xerox Documate 6440 Scanner ✓ ✓ Xerox Duplex Travel Scanner Scanner ✓ ✓ Xerox Nuvera 144 EA Production System MFD ✓ Xerox Nuvera 157 EA Production System MFD ✓ Xerox Nuvera 288 EA Production System Printer ✓ Xerox Nuvera314 EA Production System Printer ✓ Xerox Phseer3020 Printer _ ✓ May 1, 2018 Environmental Product List Xerox Vii'® Xerox Phaser 3040 Printer ✓ Xerox Phaser 3260 Printer ✓ ✓ Xerox Phaser3320 Printer ✓ ✓ ✓ Xerox Phaser 3330 Printer ✓ ✓ ✓ ✓ Xerox Phaser 3610 DN Printer ✓ ✓ ✓ Xerox Phaser 3610 DNM Printer ✓ ✓ ✓ Xerox Phaser 3610 YDN Printer ✓ ✓ ✓ Xerox Phaser 3610 YDNM Printer ✓ ✓ ✓ Xerox Phaser4620 Printer ✓ Xerox Phaser 4622 DN Printer ✓ ✓ Xerox Phaser4622V DN Printer ✓ ✓ Xerox Phaser 4622V DNM Printer ✓ ✓ Xerox Phaser 4622 YDNM Printer ✓ ✓ Xerox Phaser 6000B Printer ✓ Xerox Phaser 601 ON Printer ✓ ✓ Xerox Phaser602O Printer ✓ Xerox Phaser6022 Printer ✓ ✓ Xerox Phaser 650ODN Printer ✓ ✓ ✓ Xerox Phaser 6500N Printer ✓ ✓ ✓ Xerox Phaser 651 ODN Printer ✓ ✓ ✓ ✓ Xerox Phaser 6510 DNM Printer ✓ ✓ ✓ ✓ Xerox Phaser 6510 DNI Printer ✓ ✓ ✓ ✓ Xerox Phaser 6600 DN Printer ✓ ✓ ✓ Xerox Phaser 6600 DNM Printer ✓ ✓ ✓ Xerox Phaser 6600 YDN Printer ✓ ✓ ✓ Xerox Phaser 6700 DN Printer ✓ ✓ ✓ Xerox Phaser 6700 DT Printer ✓ ✓ ✓ Xerox Phaser 6700 DX Printer ✓ ✓ ✓ Xerox Phaser 6700 YDT Printer ✓ ✓ ✓ Xerox Phaser 6700 YDX Printer ✓ ✓ ✓ Xerox Phaser 7100 DN Printer ✓ ✓ ✓ Xerox Phaser 7100 N Printer ✓ ✓ ✓ Xerox Phaser 7500 DN Printer ✓ ✓ ✓ Xerox Phaser 7500 DT Printer ✓ ✓ ✓ Xerox Phaser 7500 DX Printer ✓ ✓ ✓ Xerox Phaser 7500 VDN Printer ✓ ✓ ✓ Xerox Phaser 7500 YDN Printer ✓ ✓ ✓ Xerox Phaser 7500 YDT Printer ✓ ✓ ✓ Xerox Phaser 7500 YDX Printer ✓ ✓ ✓ Xerox Phaser 7800 DN Printer ✓ ✓ ✓ Xerox Phaser 7800 DX Printer ✓ ✓ ✓ Xerox Phaser 7800 GX Printer ✓ ✓ ✓ Xerox Phaser 7800 YDN Printer ✓ ✓ ✓ Xerox Phaser 7800 YGX Printer ✓ ✓ ✓ May 1, 2018 Environmental Product List X@r®X fes o Xerox Phaser 8560 Printer ✓ Xerox Versant 80 Printer ✓ ✓ Xerox Versant 180 Printer ✓ ✓ Xerox Versant 2100 Press Printer ✓ ✓ Xerox Versant 3100 MFD ✓ ✓ Xerox VersaLink B400 DN Printer ✓ ✓ ✓ ✓ Xerox VersaLink B400 DNM Printer ✓ ✓ ✓ ✓ Xerox VersaLink 8400 YDN Printer ✓ ✓ ✓ ✓ Xerox VersaLink B405 DN MFD ✓ ✓ ✓ ✓ Xerox VersaLink B405 DNM MFD ✓ ✓ ✓ ✓ Xerox VersaLink B405 YDN MFD ✓ ✓ ✓ ✓ Xerox VersaLink B600 Printer ✓ ✓ ✓ ✓ Xerox VersaLink B605 MFD ✓ ✓ ✓ ✓ Xerox VersaLink B610 Printer ✓ ✓ ✓ ✓ Xerox VersaLink 8615 MFD ✓ ✓ ✓ ✓ Xerox VersaLink C400 DN Printer ✓ ✓ ✓ ✓ Xerox VersaLink C400 DNM Printer ✓ ✓ ✓ ✓ Xerox VersaLink C400 YDN Printer ✓ ✓ ✓ ✓ Xerox VersaLink C405 DN MFD ✓ ✓ ✓ ✓ Xerox VersaLink C405 DNM MFD ✓ ✓ ✓ ✓ Xerox VersaLink C405 YDN MFD ✓ ✓ ✓ ✓ Xerox VersaLink C600 Printer ✓ ✓ ✓ ✓ Xerox VersaLink C505 MFD ✓ ✓ ✓ ✓ Xerox VersaLink C600 Printer ✓ ✓ ✓ ✓ Xerox VersaLink C605 MFD ✓ ✓ ✓ ✓ Xerox VersaLink B7025 MFP ✓ ✓ ✓ ✓ Xerox VersaLink B7030 MFP ✓ ✓ ✓ ✓ Xerox VersaLink B7035 MFP ✓ ✓ ✓ ✓ WorkCentre 3025 MFD ✓ Xerox WorkCentre 3045B MFD ✓ ✓ Xerox WorkCentre 3045NI MFD ✓ ✓ Xerox WorkCentre 3225 MFD ✓ ✓ Xerox WorkCentre 3315 MFD ✓ ✓ ✓ Xerox WorkCentre 3325 MFD ✓ ✓ ✓ Xerox WorkCentre 3335 MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 3345 MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 3615 DN MFD ✓ ✓ Xerox WorkCentre 3615 DNM MFD ✓ ✓ Xerox WorkCentre 3655iS MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 3655iX MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 3655S MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 3655X MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 4265 MFD ✓ ✓ Xerox WorkCentre 5019 MFD I ✓ May 1, 2018 Environmental Product List Xerox Xerox WorkCentre 5021D7r7 Xerox WorkCentre 5022 Xerox WorkCentre 5024 Xerox WorkCentre 5135✓ Xerox WorkCentre 5135✓ Xerox WorkCentre 5150✓ Xerox WorkCentre 5150 ✓ Xerox WorkCentre 5325 Copier ✓ ✓ ✓ Xerox WorkCentre 5325G Copier ✓ ✓ ✓ Xerox WorkCentre 5325P MFD ✓ ✓ ✓ Xerox WorkCentre 5325PG MFD ✓ ✓ ✓ Xerox WorkCentre 5325PT MFD ✓ ✓ ✓ Xerox WorkCentre 5325PTG MFD ✓ ✓ ✓ Xerox WorkCentre 5325T Copier ✓ ✓ ✓ Xerox WorkCentre 5325TG Copier ✓ ✓ ✓ Xerox WorkCentre 5330 Copier ✓ ✓ ✓ Xerox WorkCentre 5330G Copier ✓ ✓ ✓ Xerox WorkCentre 5330P MFD ✓ ✓ ✓ Xerox WorkCentre 533OPG MFD ✓ ✓ ✓ Xerox WorkCentre 533OPT MFD ✓ ✓ ✓ Xerox WorkCentre 5330PTG MFD ✓ ✓ ✓ Xerox WorkCentre 5330T Copier ✓ ✓ ✓ Xerox WorkCentre 533OTG Copier ✓ ✓ ✓ Xerox WorkCentre 5335 Copier ✓ ✓ ✓ Xerox WorkCentre 5335G Copier ✓ ✓ ✓ Xerox WorkCentre 5335P MFD ✓ ✓ ✓ Xerox WorkCentre 5336PG MFD ✓ ✓ ✓ Xerox WorkCentre 5335PT MFD ✓ ✓ ✓ Xerox WorkCentre 5335PTG MFD ✓ ✓ ✓ Xerox WorkCentre 5335T Copier ✓ ✓ ✓ Xerox WorkCentre 5335TG Copier ✓ ✓ ✓ Xerox WorkCentre 5632 Copier ✓ Xerox WorkCentre 5632 MFD ✓ _ Xerox WorkCentre 5638 Copier ✓ Xerox WorkCentre 5638 MFD ✓ Xerox WorkCentre 5645 Copier ✓ Xerox WorkCentre 5645 MFD ✓ Xerox WorkCentre 5655 Copier ✓ Xerox WorkCentre 5655 MFD ✓ Xerox WorkCentre 5665 Copier I I✓ Xerox WorkCentre 5665 MFD I✓ Xerox WorkCentre 5675 Copier I✓ Xerox WorkCentre 5675 MFD ✓ Xerox WorkCentre 5687 Copier ✓ May 1, 2018 Environmental Product List Xerox Xerox WorkCentre 5687 MFD ✓ Xerox WorkCentre 5735 MFD ✓ Xerox WorkCentre 5740 MFD ✓ Xerox WorkCentre 5745 MFD ✓ Xerox WorkCentre 5755 MFD ✓ Xerox WorkCentre 5765 MFD ✓ Xerox WorkCentre 5775 MFD ✓ Xerox WorkCentre 5790 MFD ✓ Xerox WorkCentre 5845 MFD ✓ ✓ ✓ Xerox WorkCentre 5855 MFD ✓ ✓ ✓ Xerox WorkCentre 58551 MFD ✓ ✓ ✓ Xerox WorkCentre 5865 MFD ✓ ✓ ✓ Xerox WorkCentre 58651 MFD ✓ ✓ ✓ Xerox WorkCentre 5875 MFD ✓ ✓ ✓ Xerox WorkCentre 58751 MFD ✓ ✓ ✓ Xerox WorkCentre 5890 MFD ✓ ✓ ✓ Xerox WorkCentre 58901 MFD ✓ ✓ ✓ Xerox WorkCentre 5945 MFD ✓ ✓ ✓ Xerox WorkCentre 5945i MFD ✓ ✓ ✓ Xerox WorkCentre 5955 MFD ✓ ✓ ✓ Xerox WorkCentre 59551 MFD ✓ ✓ ✓ Xerox WorkCentre 6025 MFD ✓ Xerox WorkCentre 6027 MFD ✓ ✓ Xerox WorkCentre 6400NI MFD ✓ Xerox WorkCentre 6505DN MFD ✓ ✓ ✓ Xerox WorkCentre 6505N MFD ✓ ✓ ✓ Xerox WorkCentre 6515DN MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 6515DNM MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 6515DNI MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 6605DN MFD ✓ ✓ ✓ Xerox WorkCentre 6605DNM MFD ✓ ✓ Xerox WorkCentre 6605YDNM MFD ✓ ✓ Xerox WorkCentre 6655 MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 66551 MFD ✓ ✓ ✓ ✓ Xerox WorkCentre 7120 MFD ✓ Xerox WorkCentre 7125 MFD ✓ Xerox WorkCentre 7220iP MFD ✓ ✓ ✓ Xerox WorkCentre 7220iP2 Copier ✓ ✓ ✓ Xerox WorkCentre 7220iPG MFD ✓ ✓ ✓ Xerox WorkCentre 7220iPT MFD ✓ ✓ ✓ Xerox WorkCentre 7220iPT2 MFD ✓ ✓ ✓ Xerox WorkCentre 7220P MFD ✓ ✓ ✓ Xerox WorkCentre 7220P2 Copier ✓ ✓ ✓ Xerox WorkCentre 7220PG MFD ✓ ✓ ✓ May 1, 2018 Environmental Product List Xerox `ol® Xerox WorkCentre 7220PT MFD ✓ ✓ ✓ Xerox WorkCentre 7220PT2 MFD ✓ ✓ ✓ Xerox WorkCentre 7225iP MFD ✓ ✓ ✓ Xerox WorkCentre 7225iP2 MFD ✓ ✓ ✓ Xerox WorkCentre 72251PG MFD ✓ ✓ ✓ Xerox WorkCentre 7225FT MFD ✓ ✓ ✓ Xerox WorkCentre 7225FT2 MFD ✓ ✓ ✓ Xerox WorkCentre 7225P MFD ✓ ✓ ✓ Xerox WorkCentre 7225P2 MFD ✓ ✓ ✓ Xerox WorkCentre 7225PG MFD ✓ ✓ ✓ Xerox WorkCentre 7225PT MFD ✓ ✓ ✓ Xerox WorkCentre 7225PT2 MFD ✓ ✓ ✓ Xerox WorkCentre 7356 MFD ✓ Xerox WorkCentre 7525 MFD ✓ Xerox WorkCentre 7530 MFD ✓ Xerox WorkCentre 7535 MFD ✓ ✓ ✓ Xerox WorkCentre 7545 MFD ✓ Xerox WorkCentre 7556 MFD ✓ ✓ ✓ Xerox WorkCentre 7755 MFD ✓ Xerox WorkCentre 7765 MFD ✓ Xerox WorkCentre 7775 MFD ✓ ✓ Xerox WorkCentre 7830 MFD ✓ ✓ ✓ Xerox WorkCentre 78301 MFD ✓ ✓ ✓ Xerox WorkCentre 7835 MFD ✓ ✓ ✓ Xerox WorkCentre 7835i MFD ✓ ✓ ✓ Xerox WorkCentre 7845 MFD ✓ ✓ ✓ Xerox WorkCentre 7845i MFD ✓ ✓ ✓ Xerox WorkCentre 7855 MFD ✓ ✓ ✓ Xerox WorkCentre 7855i MFD ✓ ✓ ✓ Xerox WorkCentre 7970 MFD ✓ ✓ ✓ Xerox WorkCentre 7970i MFD ✓ ✓ ✓ May 1, 2018 1. Sample Agreement Please include a sample agreement in your proposal. The sample should reflect the full agreement and terms that would be provided if your company's proposal is selected. For the selected Contract, the agreement and terms will be subject to review and approval by the District. Please see Sample Agreement. Customer XXXXXxXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXxxxxx BiIITa'. Instep'. State or Loml Government Negotiated Carl xxxxxxxxx 1. C80351i (XEROX C8035H) - integral Off Firshr - Customer Ed - Analyst Services Lease Term: 60 months Purchase Option: FMV xerox )® Konica Min dta Biz Hub C3350 Return to Vendor (CRP) 1, CM35H $xxxxx 1: Blackand All Prints $xxx - Consumable Supplies Included for all prints White - Pricing Fixed for Term Impressions 2: Color All Prints $xxxx Impressions Total $xxxxx Minimum Payments(Excluding Applicable Taxes) Signer so"flum: Customer eck—hedges recelptof the terms ofrus agreament wMeh covists of 2peg¢e Induding We teoe page. Phone: (714)xxxxxxxx Do : xlxx12018 Thank you for put business! _ This Agreement is pmudly mosenled by Xerox and ''��yy�� e Melissa Abrams (774)460-7776 W For information an your Xemx Account go to wrev.xemxromement '�Y� L lAcormtMonsa WS X2se7e uti422421111 W: 3123 Confidential CoWright©2008 XEROX CORPORATION.AII rights reserved. 0 6 6 9 6 6 8 0 1 0 0 1 0 0 2 0 Tamil em @ndltlons INTRODUCTIONS, owed through to current year antler Mis Abba ent med mast certify Mat Me canceled 1. NEGOTIATED CONTRACT, The Products are subject solely to the terms in Me Equipment is not being replaced by equipment performing similar functions dudrg Me chamomile] Contract M adified on the hoe of this Agreement and for any option you ensuing fiscal year. YOU will return Me Equipment, at your expense, to a location have selected that Is not addressed In Me Negotiated Contract the thea -current designated by Xerox and, when warned Me Equipment will be In good wooden and standard Xerox terms for such optlan, free of all liens and encumbrances. You will then be released from any ludher payment GOVERNMENT TERMS, obligations beyond those payments due for the current fiscal year (wit Xemx repining 2. REPRESENTATIONS & WARRANTIES. This provision is applicable W all sums paid to date). govemmenpl entities only. You represent and warrant as of the date of this Agreement SOLUTIONISERVICES: that (1) you aro a Stab or a fully constituted polWcal formation or agency of the State 4. COMPETITIVE REPLACEMENT PRODUCTS. You are acquiring the Products In which you are looatd and are authorized to enter into, and carry out your obligations replace the promem) identified as"CRP"("CRP Equipment"). You agree to return the under this Agreement and any other documents required to be delivered In connection CRP Equipment to yeur lessor no later than 60 days fall lnsbllfi cir of the Products wit this Agreement (collecfivelg Me "Documents') (2) Me Documents have been duly that are replacing the GRP Equipment. Upon request you will provide Xerox with aatherlmd, asserted and delivered by you In accordance with all applicable laws, rules documentation oared realrn. ordinances and re, ations (including all applicable laws governing open meetings, PRICING PLANIOFFERING SELECTED: public bidding and appropriffiens required in connec0on with this Agreement and the 5. FIXED PRICING. If -Posing Fixed for Term" is Identified in Maintenance Plan acquisition of file Products) and are valid, legal binding agreements, enforceable in Eeatum, the maintenance component ofthe Minimum Pap0ent and Print Charges will accordance with their terms (3)Meperean(s) signing Me Documents have the authority not Increase during Me inlfial Term of this Agreement. forced, are come with the all authorization of your governing body and hold Me options GENERAL TERMS & CONDITIONS: indicated below their signatures, on of which are genuine, (4) the Products are A. REMOTE SERVICES. Cerb10 models of Equipment ere supported and semicetl essential to the Immediate performance of a governmental or frequency carbon by you using data that is automatically collected by Xerox or transmitted to or from Xemx by I within the scope of your authority and mill be used during the Term only by you and only Me Equipment connected to your network ("Rumors Dab") Na electronic transmission to perform such function, and (5) your payment obligation under this Agreement to a secure offip location ("Remote Data Access). Remote Data Anness also constitute a our rent expense and not a debt under applicable more law and no provision enables Xerox to transmit Releases of Software to you and to remotdy diagnose and of this Agreement constitutes a pledge of your tax or general revenues, and any matlity Equipment to repair and correct malfunctions. Examples of Remote Data provision Mat is so confirmed by a court of competent jurisdiction Is add from We Include product registration, meter read, supply level, Equipment configuration and Inception aide Agreement sefiings, sofhvem version, and problemifault code data. Remote Data may be used by S. FUNDING. This prevision is applicable to governmental entities only. You represent Xerox for billing, report generation, supplies replenishment, support serviced and warrant that all payments due and to become due during your current fiscal year are recommending coachman products and service, and preduat within the fiscal budget of such year and are included within an unismandted and impmvemenVdevelopment purposes Remote Data will be transmitted to and from you unencumbered appropriation strongly available for the purchaselmaintenance of thein a secure number specified by Xerox. Remote Data Access will not allow Xerox to Product, and it Is your totem to use the Pmduds far Me entire term and W make all reaview or download Me content of any of your documents or other Information payments required under this Agreement If (1) through no action initiated by you, your residing on or passing through to Equipment or your intonation management legislative body does not appropriate ands forthe surrounded ofMls Agreementforany systems. You grant the tight to Xerox, without change to conduct Remote Data Access fiscal year after the hist fiscal yearend has no funds to do so from sparseness ardi her the purposes described acres Upon Xerox's request you will provide contact You have made a reasonable but unsuccessful effort to find a registeMy assignee information for Equipment such as name and address of your contact and IP and acceptable W Xerox In Its able discretion within your general organization who can physical addresseslleoations of Equipment You will enable Remets Data Access vin I continue this Agreement this Agreement may be terminated To effect this termination, a method prescribed by Xerox, and you will provide reasonable asslsures, to allow you most ateast 30 days procto the beginning ofthefiscal yearlarwhich Your legislative Xerox to provide Remote Data Access, Unless Xerox deems Equipment incapable of I body does not appropriate funds, modify Xerox in writing Mat your legislative body indsof to Remote Data Access, you will ensure that Remote Data Access is maintained at all appropriate fords and that you have made Me required effort to find an assignee .Your times Maintenance Services are being performed. noboe must be accompanied by payment ofell sums Men WE R2A979 6612212D914.33:24 Confidenfial-CbpyrigW 2008 XEROX CORPORATION. All dghta reserved. Pege2of2 61 WSCA-NASPO Master Agreement Perms and Conditions A Contract for the WSCA-NASPO Cooperative Purchasing Program (WSCA-NASPO) Acting by and through the State of Nevada (Lead State) Department of Administration, Purchasing Division 515 E Musser Street, Room 300 Carson City NV 89701 Contact Shannon Berry, Assistant Chief Procurement Officer Phone: (775) 684-0171 • Fax: (775) 684-0188 Email: sberrv(v7admin.nv eov and Xerox Corporation 45 Glover Avenue Norwalk CT 06856-4505 Contact: Annie Van Gilder, National Consultant/Contract Manager Phone: (480) 588-8313 • Fax: (877) 518-4579 Entail: mmie.vangilder(raxeroxcom 1. Master Agreement Order of Precedence Any Order placed under this Master Agreement shall consist of the following documents: (1) A Participating Entity's Participating Addendum ("PA"); (2) These WSCA-NASPO Master Agreement Tetras & Conditions; (3) A Purchase Order issued against the Master Agreement' (4) The Statement of Workspecific to Participating Entity; (5) The Solicitation, REP 3091 Copiers, Printers and Related Devices (Attachment AA); (6) Negotiated Items (Attachment BB); and (7) Contractor's response to the Solicitation, as revised (if permitted) end accepted by the Lead State (Attachment CC). • Awarded; Groups A, B and D WSCA-NASPO Master Agreement'rs and Cs Page 1 of 20 b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be rosolvod by giving priority to [hese documents in the order listed above. Contractor inane 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 Ira an Exhibit or Attachment. 2. Detinitions Acceptance means a written notice from a Purchasing Entity to Contractor advising Contractor that the Product hes passed its Acceptance Testing. Acceptance of a Product for which mantatance testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, Acceptance Testing means the process for ascertaining that the Product meets the standards set forth in the section titled Standard of Performance and Acceptance, prinr to Acceptance by the Purchasing Entity. Contractor means the person or entity delivering Products or performing services under the terms and conditions sr,[ forth in this Master Agreement. Embedded Software means one or more software applications which permanently reside on a computing device. Intellectual Property mcans any and ail 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. Lead State means the State centrally administering any resulting Master Act ectie nt(s). Master Agreement means [he underlying agreement executed by and between the Lead State, acting on behalf of WSCA-NASPO, and the Contractor, as now or hereafter amended. Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity iacmpmaling this Master Agreement and any other additional Participating Entity specific language or ether requirements, e.g, ordering procedures specific to the Participating Entity, other terms and conditions. Participating Entity moans a state, or other legal entity, properly authorized to enter into a Participating Addendum, Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. A Participating State is not required to participate through execution of a Participating Addendum. Upon exccotion of the Participating Addendum, a Participating State becomes a Participating Entity. WSCA-NASPO Master Agreement Ts and Cs Page 2 of 20 Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. Purchasing Entity means a state, city, county, district, other political subdivision of a Slate, and a nenprefit organization under the laws of some stales if authorized by a Participating Addendum, who issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. WSCA-NASPO is the WSCA-NASPO Cooperative Purchasing Program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of WSCANASPO. The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The WSCA- NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract adminish'ation functions as assigned by the Lead State. 3. Term of the Master Agreement The initial term of this Master Agreement is for five (5) years; effective upon execution through December 31, 2019. Placements made using the authority provided by this Contract will survive the Contract itee If, per terms staled in Section 3.3,10 Survivability of the RFP #3091. 4. Amendments The terms of this Master Agreement shall nor be waived, shared, 'modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 5. Assignment/Subcontracts 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. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to the WSCA-NASPO Cooperative Purchasing Organization H.C. Price and Rate Guarantee Period All prices and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for price or rate adiusamund must be for mr equal guarantee period, and must be made at least ninety (90) days prier to the effective date, Requests for price or rate adjustment must include sufficient documentation supporting the request. Any WSCA-NASPO Master Agreement Ts and Cs Page 3 of 20 adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or rates will he allowed. 7. Cancellation Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cane [lotion. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise Ermined or stated in [lie Participating Addendum, Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of and Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, and rights attending any warranty or default in performance in association with any Order. Caneellatien of the Master Agreement due to Contractor default may be immediate. S. Confidentiality, Non -Disclosure, and Injunctive Relief Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Maser Agreement, be exposed to or acquire information that is confidential to Purchasing Entity's or Purchasing Entity's clients. Any and all information of any form that is marked as confidendal or would by its nature be decreed confidential ablated by Contactor or its employers or agents in the performance of this Master Agreement, including, but not necessarily limned to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1)is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure tinder 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 Fully or; (6) is independently developed by employees, agents or subcontractors of Contactor who can be shown to have had no access to the Confidential Information. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information conl'idcndal, Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable WSCA-NASPO Master Agreement Ts and Cs Page 4 of 20 Participating Entity, and the Lead State immediately if Contractor learns er has reason to believe that any person who has had access to Confidential Information Inas violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity In seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing lanity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession tinct embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential information necessary for quality assurance, audits and evidence of the perfnrma nee of this Master Agreement. Injunctive Relief. Crim onnor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Controcia acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests or Purchasing Entity and are reasonable iit scope and con hand d. Purchasing Entity Law. 'These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity, 9. Right to Publish Throughout the duration of This Master Agreement, Contractor must secure from the Load State prior approval for the release of any information that pertains to the potential work or activities covered by the Master Agreement. The Contractor shall not make any representations of WSCA- NASPO'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. Failure to adhere to this requirement may result in termination of the Master Agreement for cause. 10. Defaults and Remedies a. The occurrence of any of the following events shall be an event of default under this Master Agreement: (1) Nonperformance of contractual requirements; er (2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; at (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar WSCA-NASPO Master Agreement Ts and Cs Page 5 of 20 officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. Upon the occmrcnce of au event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days In which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may inmrediatcly 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 shall net diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. If Contractor is afforded an opportunity to care and Pails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exorcise any or all of the following remedies: (1) Exercise any remedy provided by law; and (2) Terminate this Master Agreement and any related Contracts or portions thereof; and (3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor's performance; and (6) Withhold payment until the default is remedied. Unless other specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum, Unless otherwise specified in a Purchase Order, a Purchasing Entity .shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 11. Shipping and Delivery The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre -paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor's until final inspection and acceptance when responsibility shall pass to the Buyer except as to latent defects, fraud and Contractor's warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate WSCA-NASPO Master Agreement Ts and Cs Page 6 of 20 item on the invoice, Any portion of an order to be shipped without transportation charges [hat is back ordered shall be shipped without chargo. All deliveries will be "Inside Deliveries" as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery N other than a loading duck, front lobby, or reception area. Specific delivery heauctions will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc„ will be the responsibility of the Offeror. If damage does occur, it is the responsibility of the Offeror to immediately notify the Purchasing Entity placing the Order. All products most be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges, Cases shall he of durable construction, good condition, property labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Ordering Entity's Purchase Order numbm 12. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel, in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes In key personnel, as identified in the Contractor's proposal. The Conn actor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 13. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. Tire Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 14. Indemnification The Contractor shall defend, indemnify and hold harmless WSCA-NASPO, the Lead State, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be Gable, from and against claims, damages or causes of action including reasonable attorneys' fees and relayed costs for any death, injury, or damage to property arising from act(s), corm(s), or on ission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement. b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and bold harmless WSCA-NASPO, the Lead State, Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related casts arising out of the claim Chat the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"), WSCA-NAS PC Master Agreement Ts and Cs Page 7 of 20 (1) The Contractor's obligations under this section shall mot extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) Provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) Specified by the Contractor to work with the Product; or (c) Reasonably required, in order to use the Product in its Intended manner, and the infringement could not have been avoided by substituting anther reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. (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 [flat itwas 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 Properly Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Properly Claim, the Indemnified Party may assume the defense or settlement of It and the Contractor shall be liable for all casts and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnlfled Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is net subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with [his Master Agreement, 15. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating Status, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or undersbmding whatsoever, and agrees net to held itself out as agent except as expressly set faith herein or as expressly agreed in any Participating Addendum. 16. Individual Customers Except to the extent modified by a Participating Addendtun, each Purchasing Entity shall Yellow 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 [he Master Agreement, including but not limited to, any indemnity or right to recover any costs as such tight is defined in the Master Agreement and applicable Participating Addendum for their WSCA-NASPO Master Agreement Ts and Cs Page 8 of 20 purchases. Each Purchasing Entity will be msponsibte for its own charges, fees, and liabilities. The Contracmrwill apply the charges and invoice each Purchasing Rntity individually. 17. Insurance a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to condum business in each Participating Entity's state and having a rating of A-, Class V11 or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required billionaire may result in this Master Agramnent's termination or, at it participating Entity's option; result in termination of its Participating Addendum. b. Coverage shall be written ou an occurrence basis. The minimum acceptable limits shall ba as indicated below, with no deductible for each of the following categories: (1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrenccl$2 million general aggregate; (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability insurance requirements. C. Contractor shall pay prerniurns on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revol<ed by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Enthy and Participating Entity by the Contractor. d. Prior to commencement of performance, Contractor shall provide to the Lend State a written endorsement to the Contractor's general liability insurance policy of other documentary evidence acceptable to the Lead State that (1) names the Participating Slates Identified in the Request for Proposal as additional insured's, (2) provides that no material alteration, cancellation, non -renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating State has been given at least thirty (30) days prior written notice, and (3) provides that the Contractor's liability insurance policy shall he 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 [hose 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 tiro same information described in this subsection. e. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within thirty (30) calendar days of the execution of This Master Agreemonl, the execution of a Participating WSCA-NASPO Master Agreement Ts and Cs Pages of 20 Addendum, or the Purchase Order's effective data and prior to porfonning 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 status); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of [he requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section, Failure to provide evidence of coverage may, at sole option of [he Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agmoment, any Participating Addendum, or any Purchase Order, 18. Laws and Regulations Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 19. License of Pre -Existing Intellectual Property Contractor grants to the Purchasing Entity a nonexclusive limited license to use the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ('Pie -existing Intellectual Property") for all purposes necessary or apprepriatc to the authorized use of the equipment to which the Pre-existing Intellectual Property is embedded or associated. Pre-existing Intellectual Property shall not be sold or translurcd separate from the associated equipment. The license shall be subject to any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Preexisting Intellectual Property, 20. No Waiver of Sovereign Immunity In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of a Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental intraday, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating Slate's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United Slates. W SCA-NASPO Master Agreement Is and Cs Page 10 of 20 21. Ordering Master Agreement number and purchase order numbers shall be clearly shown on all acknowledgments, shippinglabcls, packing sties, invoices, and on all correspondence. The resulting Master Agreements permit Purchasing Entities to define project -specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made In achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies. The Purchasing Entity may In its sale discretion determine which Master Agreement Contractors should be solicited for a quote, The Purchasing Agency may select the quote that it considers most advantageous, cost end other factors considered. C. Each Purchasing Entity will identify slid utilise its own appropriate purchasing procedure and documentation. Contractor is expected to became familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document compliance with the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. L All Orders pursuant to this Master Agreement, it a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the Purchasing Entity representative', (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal; (6) A ceiling amount of the ruder for services being ordered; and (7) The Master Agreement identifier. g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. Orders must be placed pursuant to this Master Agreement prior to the termination date dencof, but may have a delivery date or performance period up to 120 days past the then - current termination data of this Master Agreement. Contractor is reminded that financial WSCA NASPO Master Agreement Ts and Cs Page 11 of 20 obligations of Purchasing Entitles payable after the current applicable fiscal year are contingent upon agency funds for [hat purpose being appropriated, badgered, and otherwise made available. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the iters of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its teens. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. Placements made using the authority provided by this Contract will survive the Contract itself, per terms slated in Section 3.3,10 Survivability of the RPP #3091, 22. Participants Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. 'Tile WSCA-NASPO Master Agreement Tenors and Conditions arc 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. Ey way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing low 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 those 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 rine ordering document (a.g. purchase order or contract) used by the Purchasing Entity to place, the Order. Use of specific WSCA-NASPO cooperadve Master Agreements by stale agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to tine 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. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States are limited to the orders placed by the deparmaids; or other sWm agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. WSCA-NASPO Master Agreement Ts and Cs Page 12 of 20 d. WSCA-NASPO Cooperative Purchasing Organization LIC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization asAming states in administering the WSCA/NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc,) for all 50 states, the District of Colmnbfa and the territnrles of the United States. State Participating Addenda or other Participating Addenda shall not be construed In amend the terms of this Master Agreement between the Lead State and Contractor. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. 23. Payment Payment for completion of a contract order is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision `Purchasing Card" with no additional charge. 24. Public Information This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 2S. Records Administration and Audit The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entitles 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 ander it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. 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 Ore terms of the Master Agreement or orders or underpayment or fees found as a result of the examination of the Contractor's records. WSCA-NASPO Master Agreement es and Cs Page 13 of 20 The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self -audit contract obligations and that permits the Lead State to review compliance with those obligations. 26. Administrative Pees The Contractor shall pay to the WSCA-NASPO Cooperative Purchasing Orginivation, or its assignee, a WSCA-NASPO Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than 60 days following the end of each calendar quarter. The WSCA- NASPO Administrative Fee shall besubmitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). Tire WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricingsubmiued with proposal. Additionally, some states may require no additional fee be paid directly to the state only on purchases made by Purchasing Entities within Onat state. For all such requests, the tee level, payment method and .schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the judsdictian of the state. All such agreements shall not affect the WSCA-NASPO Administrative Eco or the prices paid by the Purchasing Entities outride the jurisdiction of the state requesting the additional fee. 27. WSCA-NASPO Summary and Detailed Usage Reports In addition to other reports that may be required by this solicitation, the Contractor shall provide the following WSCA-NASPO reports, K. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Pee Reporting Tool found at http://www.naspo.org/WNCPO/Calculitor.aspx, Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero .sales during a calendar quarter, a report is still required. Reports shall be due no later than 30 day following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data try: (1) state; (2) mntitybosmmer type, e.g. local government, higher education, IC12, nonprofit (3) Purchasing Entity name; (4) Purchasing Entity bill -to and ship -to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and roust be received by the Lead State and WSCA- NASPO Cooperative Development Team no later than thirty (30) days after the end of the reporting period, Reports shall he delivered to the Lead State and to the WSCA- NASPO Cooperative Development Team electronically through a designated portal, email, CD -Rom, flash drive or other method. as determined by the Lead State, Detailed WSCA-NASPO Master Agreement Ts and Cs Page 14 of 20 sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The formal for the detailed .vales data report is in shown in Attachment P. Reportable sales for the summary sales data report and detailed sales date report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the .state and entity they are participating under tlne authority of (stats: and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. Timely submission of these reports is a material requirement of the Muster Agreement. The recipient of the reports shall have exclusive ownership of (he media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non- exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. Standard of Performance and Acceptance. Any standard of performance under this Master Agreement applies to all Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity, The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in the solicitation or the Participating Addendum, starting front the day after the Product is delivered or, if installed, Che day after the Product is installed and Contractor cerlines that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during rine initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day -today basis nihil the standard of perfoumnce is met. Upon rejection, the Contractor will have Sheen (15) calendar days to care the standard of performance issuc(s), If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (h) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be accepted and no charges shall be paid until the standard of performauce is met. The warranty period will begin upon Acceptance. 29. Warranty The Contractor warrants for a period of a minimum of 90 days from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Purchasing Entity has relied on the Contractor's skill or judgment, (d) the Product is designed and menu Rmtured in a commercially reasonable manner, and (e) the Product is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing WSCA-NASPO Master Agreement Ts and Cs Page 15 of 20 Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of [he parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, reheat damages, and, as applicable and awarded ander the law, to a prevailing party, reasonable attorneys' fees and costs. 30. System Failure or Damage III the event of system failure or damage caused by the Contractor or its Product, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity. 31. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall Include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to trvmsfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 32. Waiver of Breach Failure of the Lcad Stale, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiveby the Lead State, Participating Entity, or Purchasing Entity must be in writing, Waiver by the Lead Slate or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Emby with respect to any Purchase Order, or breach of any terns or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of say subsequent default or breach of such term or requirement, or of any other tern or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 33. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as how in effect and as may be amended from time to time, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 34. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this WSCA-NASPO Master Agreement Ts and Cs Page 16 of 20 transaction (contract) by any governmental department or agency, This certification mpresents 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, 3S. Governing Law and Venue The procurement, evaluation, and award of the Master Agmement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shat) be. governed by the law of the state serving as Lead Stale (in most cases also Che Lead Stale). The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and condition in accordance with the laws ofthe Participating Entity's or Purchasing Entity's State, b. Unless otherwise specified in the RAY, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. If a claim is brought in a federal forum, then it must be, brought and adjudicated solely and exclusively within the United Stales District Court for (in decreasing order or 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 it named party. 36. WSCA-NASPO eMarket Center In July 2011, WSCA-NASPO entered into a multi-year agreement with SciQuest' Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible WSCA-NASPO entity's customers to access a central online website to view and/or shop the goods and services available from existing WSCA- NASPO Cooperative Contracts. 'The central online website is referred to as the WSCA- NASPO eMarket Center Contractor shall either upload a hosted catalog into the eMarket Comer or integrate a punchout site with the eMarket Center, b. Supplier's Interface with the eMarket Center. There Is no cost charged by SciQuest to the Cunlmclot for loading a hostud catalog or integrating a punchout site. At a minimum, the Contractor agrees to the following: (1) Implementation Timeline: WSCA-NASPO eMarket Center Site Admin shall provide a written request to the Contractor to begin emblement process, The Contractor shall have fifteen (1S) days from receipt of written request io work with WSCA-NASPO and SciQuest to set up an enablement schedule, at which time SciQuest's technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a WSCA-NASPO Master Agreement Ts and Cs Page 17 of 20 tote] of Ninety (90) days in deliver either a (1) hosted catalog or (2) punch -cut catalog, from date of receipt of written request. (2) WSCA-NASPO and SciQnest will work with the Contractor, to decide which of the catalog structures (either heated or punchrout as further described hclow) shall be provided by the Contractor. Whether hosted or punch -out, the catalog must be strictly limited to the Contractor's awarded contract offering (e.g. products and/or services not authorized through tire resulting cooperative contract should not be viewable by WSCA-NASPO Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in air electronic data file in a format acceptable to SciQnest, such as Tah Delimited 'text files. In this scenario, the Contractor nest subruil updated electronic data within five days of approval from (lie Lead State of product updates to the eMarkel Center for the Lead State's approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the Worker Center. (b)Punch Out Catalog. By providing a punch -out catalog, the Contractor is providing its own online catalog, which roust be capable of being integrated with the eMadcet Center as a. Standard pouch -fn via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a writtca update as needed, to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line llem. Contractor also agrees N provide euQuote functionality to facilitate volume discounts, d. Revising Pricing and Product Offerings: Any revisions (whether an increase or decrease) to pricing or product/sevice offerings (new products, altered SKUs, etc.) must be pre - approved by the Lead State and .shall be subject to any other applicable restrictions with respect to the frequency or amount of such revisions. However, no cooperative Contract enabled in the eMarket Center may include price changes on a more frequent basis than once per month. 'Che following conditions apply with respect to hosted catalogs: (1) Updated pricing files are required by the 1st of the mouth and shall go into effect in Ore eMarket Center on the 1st day of the following month (Le, file received on 1/01/13 would be effective in (he eMarket Center on 2/01/13). piles received after the 1st of the month may be delayed up to a month (i.e. file received on 11/06/09 would be effect in the eMarket Center on 1/01/10). (2) Lead State -approved price changes are not effective until implemented wftltin the eMarket Center. Errors in the Confrandor's submitted pricing files will delay the implementation of the price changes in eMarket Center. c. Supplier Network Requirements: Contractor shall join dm SciQuest Supplier Network (SQSN) and shall use the SciQuest's Supplier Portal to import the Contractor's catalog and pricing, into the SciQuest system, and view mports on catalog spend and WSCA-NASPO Master Agreement Ts and Cs Page 18 of 20 product/pricing freshness. Tire Contractor can receive orders through electronic delivery (cXML) or through low-tech options such as fax. Moro information about the SQSN can he found at: www.seignest.com or calf the SCiQuesl Supplier Nciwork Services team at 500-233-1121. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirement,: (1) Catalog must contain the most current pricing, Including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and (2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract between the Contractor and the Contract Administrator; and (3) The Catalog must include a Lead Stale contract identification mrmber; and (4) The Catalog must include detailed product lineitenr descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional WSCA-NASPO and Participating Addendum requirements. Althougti suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different WSCA- NASPO Participating Entities. For example, a supplier may have different pricing for slate government agencies and Board of Regents institutions, Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the user viewing the catalog. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML, The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor's receipt of the Purchase Order, if the Purchasing Order is received after 3pm BST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or atnail on the next business day. UNSPSC Reimiements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by SciQuest Cor the suppliers and are upgraded every year. WSCA-NASPO reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services Provided nndor the resulting statewide contract must he associated to a UNSPSC code. All line items ..at be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity, More information about the UNSPSC is available at: hue://www_nsatom and http�//w n /FAO o#I d s k. WSCA-NASPO Master Agreement Ts and C, Page 19 020 Applicability: Contractor agrees that WSCA-NASPO controls which conhace, appear in the eMarket Center and that WSCA-NASPO may start at any time to remove any snpplier's offering from the eMarket Center. The Land Slate reserves the right to approve the pricing on the eMarket Center. This analog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Maslen Agreement. Several WSCA-NASPO Participating Politics currently maintain separate SciQuest eMarketplaces, these Participating Patities do enable certain WSCA-NASPO Cooperative Contracts. In the event one of these entitles elects to use this WSCA- NASPO Cooperative Contract (available through the eMarket Center) but publish to their own eMmketplaee, the Contractor agrees to work in good faith with the entity and WSCA-NASPO to implement the catalog, WSCA-NASPO does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to lake commercially reasonable efforts to enable such separate SciQuest catalogs. IN WTPNTSS WIIDRPOF, the parties hereto have caused this Contract to be signed and intend to be legally bound Ibereby. Independent Contractor Approval: lndepcadent Coanecmr's Signature ate Independents Contractor'sUnit State of Nevada OF ead State) Approval: -( x/�,r�� CPO, NV State Purchasing Administrator ' eg Srdth Date Approved as to form by: On �u J Nevada eputy Atiomey Central for Altomey General (Da(e) WSCA-NASPO Master Agreement Ts and Cs Page 20 of 20 Attachment BB Negotiated Items 1. Additional Cost for hard drive removal and surrender must he disclosed to the Customer prior to the negotiation and signing of a lease or rental agreement. 2. Models added to a segment within an awarded Group must match or exceed the minimum discount proposed in the awarded Group. 3, Attachment O is meant to be a model Service Level Agreement. Awarded Vendors are to negotiate their own SLA with each Participating Entity at time of initiating the Participating Addendum. 4. Attachment CC- Contractors Response: a. Attachment B - Exceptions E1 and E5: Acceptance is defined in Section 2 of the RFP 3091. The following language is added regarding Acceptance: Unless an Order is preceded by a trial order, the equipment will be considered accepted upon installation of the equipment by Xerox, after the equipment successfully runs all required diagnostic routines, and the equipment is turned over to the State for use. For equipment installed by Xerox, Risk of loss will pass to Customer upon acceptance and for equipment designated as "Customer Installable," the equipment delivery date. The term for a lease Order shall commence upon acceptance of the Equipment; provided, however, for customer -installable Equipment, the term for a lease Order shall commence upon delivery of the Equipment. b. Attachment B - Exception E2: Xerox warrants equipment performance not just for 90 days but for the entire term of a lease agreement or 36 months for equipment that is purchased. The only time this is not applicable is for special production units which need at least 180 days to implement unique applications,. c. Attachment B - Exception E3: Xerox agrees to use Original Equipment Manufacturer (OEM) parts, Such replacement parts may be new or remanufactured, All replaced parts go through a strict manufacturing quality process. d. Attachment B- Exception E7: Xerox reserves the right to assign this Agreement to a parent, subsidiary, or third party for the purpose of securitizing or monetization the transaction. Xerox will remain 100% responsible for all aspects of the contract after assignment. e. Attachment B - Exceptions E4, E6, E8, E9 and E10 was not accepted by the State and WSCA-NASPO. f. Attachment B - Exception Ell: Negotiated language incorporated into Section 19 of the Master Agreement. Attachment BB Negotiated Items Page 1 Xerox g. Attachment B — Assumptions At, A2, A3, A5, A6, A7 and A8 was not agreed to by the State and WSCA-NASPO. h, Attachment B— Assumption A4: The following is added to Section 3.4. U) Excessive Service and Downtime: Xerox agrees to provide a loaner or to measure uptime on an individual unit basis, with the following accepted remedy: Please note that the vast majority of on-site equipment repairs will be completed within 12 business hours. However, in the unlikely event that the repair time exceeds 24 consecutive working hours, Xerox agrees, as Customer's remedy, to provide a loaner if available, or at the customers option, to issue a service credit, equal to 1/30th of the equipment's monthly maintenance component for each day the equipment is inoperable and is not available for Customer's use, beginning with the day of the Customer's initial service call. Such credit may be applied against future meter charges only, Under no circumstance will any credits reduce the Monthly Minimum Charge. i, Attachment J - Exceptions E1 and E2 was not accepted by the State and WSCA- NASPO. j. Attachment J - Assumption Al was not accepted by the State and WSCA-NASPO. lc Attachment J—Assumption A2 was agreed to by the State and WSCA-NASPO. 5, Xerox Terms and Conditions: In the event the State determines the terms within Xerox' "Terms and Conditions" conflict with the terms of the RFP, Contract or Participating Addendum the order of precedence within the REP and Contract shall prevail, GENERAL. TERMS: The following terms apply to all transactions: SOFTWARE 'PERMS: The following additional terms apply only to transactions covering Application Software and/or Xerox -brand Equipment: 1) Software License. Xerox grants you a non-exclusive, non -transferable license to use in the U.S.: (a) software and accompanying documentation provided with Xerox -brand Equipment ("Base Software) only with the Xerox -brand Equipment with which it was delivered; and (b) software and accompanying documentation identified in this Agreement as "Application Software" only on any single unit of equipment for as long as you are current in the payment of all applicable software license fees." Base Software" and "Application Software" are referred to collectively as "Software". You have no other rights and may not: (1) distribute, copy, modify, create derivatives of, decwmpile, or reverse engineer Software; (2) activate Software delivered with the Equipment in an inactivated state; or (3) allow others to engage in sane. Title to, and all intellectual property rights in, Software will reside solely with Xerox and/or its licensors (who will be considered third -party beneficiaries of this Section). Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (x) Xerox is denied access to periodically reset such code; (y) you are notified of a default under this Agreement; or (z) your license is terminated or expires. The Base Software license will terminate; (i) if you no longer use or possess the Equipment; (u) you are a lessor of the Equipment and your first lessee no longer uses or possesses it; or (iii) upon the expiration or termination of this Agreement, unless you have exercised Attachment BB — Negotiated Items Paget Xerox your opdon to purchase the equipment. Neither Xerox nor its licensors warrant that Software will be free hom errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to software/docmnentatiou accompanied by a clickwnp or shrinkwrap license agreement m otherwise made subject to a separate license agreement. 2) SOFTWARE SUPPORT. Xerox (or a designated servicer) will provide the software support set Ruth below ("Software Support"), For Base Software, Software Support will be provided during the radial Term and any renewal period but in no event longer than 5 years after Xerox stops taking customer orders for the subject model of Equipment. For Application Software, Software Support will be provided as long as you are current in the payment of all applicable software license and support lees. Xerox will maintain a web -based m toll-8ree hotline during Xerox's standard working hours to report Software problems and answer Software -related questions, Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Software performs in material conformity with its user documentation; (b) provide available workarounds or patches to resolve Software performance problems; and (c) resolve coding errors for (i) the current Release and (ii) the previous Release for a period of 6 months after the current Release is made available to you. Xerox will not be required to provide Software Support if you have modified the Software. New releases of Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or "Updates". Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within six months. New releases of Software that include new content or functionality ("Feature Releases') will be subject to additional license fees at Xerox's then -current pricing. Maintenance Releases, Updates and Feature Releases are collectively referred to as "Releases". Each Release will be considered Software governed by the Software License and Software Support provisions of this Agreement (unless otherwise noted). Implementation of a Release may require you to procure, at your expense, additional hardware and/or software from Xerox or another entity. Upon installation of it Release, you will return or destroy all prior Releases. Intellectual Property indemnity: Xerox wilt defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox -brand Product infringes a third party's U.S. intellectual property rights. You will promptly notify Xerox of any alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non -Xerox litigation expenses or settlements unless it pre -approves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent Xerox -brand Product, refund the price paid for the Xerox -brand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any hn4ingemont basad upon a Xerox -brand Product being modified to your specifications or being used or sold with products not provided by Xerox. 3) DIAGNOSTIC SOFPWARH. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively "Diagnostic Software") is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensor. You agree that (a) your acquisition of the Equipment does not grant you a license or right to use (he Diagnostic Software in any manner, and (b) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of this Attachment 1313— Negotiated Items Page Xerox Agreement) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software, 4) REMOTE SERVICES. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox or transmitted to or from Xerox by the Equipment connected to Customer's network (" Remote Data") via electronic transmission to a secure off-site location ("Remote Data Access"). Remote Data Access also enables Xerox to transmit to Customer Releases for Software and to remotely diagnose and modify Equipment to repair and correct malfunctions. Examples of Remote Data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. Remote Data may be used by Xerox for billing, report generation, supplies replenishment, support services, recommending additional products and services, and product improvement/development purposes. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download the content of any Customer documents or other information residing on or passing through the Equipment or Customer's information management systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described above. Upon Xerox s request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment. Customer will enable Remote Data Access via a method prescribed by Xerox, and Customer will provide reasonable assistance to allow Xerox to provide Remote Data Access. Unless Xerox dorms Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all times Maintenance Services are being performed. LEASE TERMS: The following additional terms apply only to lease transactions: 1) NON -CANCELABLE LEASE. SUBJECT TO SLATE LAW, LEASE ORDERS CANNOTBE CANCELED OIt TERMINATED EXCEPT FOR FISCAL YEAR FUNDS NON -APPROPRIATION OR AN UNCURED XEROX PERFORMANCE FAILURE AS EXPRESSLY PROVIDED HEREIN, AND YOUR OBLIGATION TO MARE ALL PAYMENTS DUE OR TO BECOME DUE SHALL BE ABSOLUTE AND UNCONDITIONAL ANT) SHALL NOT BE SUBJECTTO ANY DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER. 2) LEASE COMMENCEMENT, & CREDIT HISTORY. Xerox reserves the right to review and approve Customer's credit prior to acceptance of an Order, and Customer authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies. 3) DEFAULT & REMEDIES; LATE CHARGES & COLLECTION COSTS. You will be in default under this Agreement or an Order if (1) Xerox does not receive any payment within fifteen (15) days after the date it is due or (2) if you breach any other obligation hereunder, If you default, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest err all amounts due from the duo date until paid at the rate of one percent (1%) per month (not to exceed the maximum amount permitted by law); (b) the Lease Minimum Payments (less the Maintenance Services and Consumable Supplies components themof, as reflected on Xerox's books and records) remaining it] the initial Tenn of an Order, discounted at 4% per annum; and (c) all applicable Attachment HB— Negotiated Rents Page Xerox Taxes.. Customer will notify Xerox and ma lm the Equipment available for removal by Xerox in the same condition as when delivered (reasonable wear and tear excepted) within 30 days after notice of default. IN WITNESS WHEREOF, the parties hereto have caused this Conlrnet to be signed and intend to be legally bound thereby. Independent Contractor Approval: r Independent Contractor's Signature / Date Independents Cuntractnr's Title State of Nevada (Lead State) Approval: _�_� �CPO NV State EurchasingA3tninistrat rr _ 'cg Said Dale Attachment BB— Negotiated Items Pages Xerox NASPO ValuePoint formerly WSCA-NASPO AMENDMENT 01 TO CONTRACT NASPO ValuePoint Master Agreement Terms and Conditions A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Nevada (Lead State) Department of Administration, Purchasing Division 515 E Musser Street, Room 300 Carson City NV 89701 Contact: Shannon Berry, Assistant Chief Procurement Officer Phone: (775) 684-0171 a Fax: (775) 684.0188 Email: sbcrrvtii_udmin.nv.env and Xerox Corporation 45 Glover Avenue Norwalk CT 06856.4505 Contact: Annie Van Glider, National Consultant/Contract Manager Phone: (480) 588-8313 a Fax: (877) 518-4579 Email: onnia,vmteildcrra)xerox.cam I. AA, Eb[I) TENTS. For and in consideration of mutual promises and/or their valuable considerations, all provisions of the original contract resulting from Request for Proposnl V3091 and dated February I L 2013, attached hernia as Exhibit A, remain in full force and effect with the exception of the following: A. This amendment is to revise language In Section S — Lease Terms 3) of Attachment BB — Negotiated Items, As Fallows: Current Contract farmuaee:. 5. Xerox Terns and Conditions— Lease Tema 3) DEFAULT & REMEDIES; LATE CHARGES & COLLECTION COSTS. You will he in default under this Agreement or an Order if (1) Xerox does not receive any payment within fill"n (15) days after the date tt Is due Ar (2) ifyou breach any other obligation hereunder. Ifyou default, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment, as liquidated damages for loss of bargain And not as a penalty. oft (a) all amounts Ilion due, plus interest on all n miums due from the due date until paid at the rate of one percent (Ink) per month (not to exceed the maximum amount permitted by law); (b) the Lease Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the initial Term Oran Order, discounted at 4% per annum; and (c) all applicable Taxes.. Customer will notify Xerox and make the Equipment available for removal by Xerox in the same condition as when delivered (reasonable wear and tear excepted) within 30 days after notice of default. my 0]199 Puguln/2 Amortded Contract Lanaoaae: S. Xerox Tanis and Conditions - Lease Tarns: 3) DEPAUUf & REMEOIES; LATE CHARGES & COLLECTION COSTS. You will be in default tinder this Agreement or an Order if (1) Xerox does not receive any payment within f+Aeea-F13) forlyfrve (45) days after the date it is due or (2) If you breach any other obligation hereunder. If you default, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts than due, plus Interest on all amounts due from the due date until paid at the rate of one percent (IYo) per manth (not to exceed the maximum amount permitted by law); (b) the Lease Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the initial Term of an Order, discounted at 4% per aununt and (c) all applicable Taxes. Excep4 for appliaabie hues, the charges to he ngeeased under this provisf in shall apply only to operational, nmrcanccuble re nabs and capital leases, and the tutol dirges shall not excced the annuals allowed tinter Section 5.4.2.3 of RPP 113091. htteres6 late charges or lease minimum paymanls tinder this subsection shall nal be assessed I['lamination is required tine to an event of nmmnppropeinfion of funds or termination of funding to a government entity Customer. Customer will notify Xerox and make the Equipment available for removal by Xerox in the some condition as when delivered (reasonable wear and tear excepted) withln 30 days after notice of default. 2. INCORPORATED DOCUMENTS, Exhibit A (Original Contract) is attached hereto, incorporated by smaciace herein and made a part of this amended contract. 3. REQUIRED APPROVAL. This amendment to the original contract shall not become effective moil and unless approved by all parties. M WITNESS WHEREOF, the parties hereto have caused this Contract to be signed and intend to be legally bound thereby. Inde cadent utractor Approval: 4-,— tsAs�- hulependentContractam"s Signature me fndependent's Contrucmrs Title to of Nevada (Le d State) Approval: if g Smith me Approved as to Porro by/: Nrvn&fDdpnVAtfamey 64neml for Aaamcy, Gencrnt CPO NV State Purghtisinu Administrator of 07,04 Page 1 o(i Attachment BB Neeotiated Items 1. Additional Cost Lor hard drive removal and surrender must be disclosed to the Customer prior to the negotiation and signing of a lease or rental agreement. 2. Models added to a segment within an awarded Group must match or exceed the minimum discount proposed in Che awarded Group. 3. Attachment O is meant to be a model Service Level Agreement. Awarded Vendors are to negotiate their own SLA with each Participating Entity at time of initiating the Participating Addendum. 4. Attachment CC— Contractors Response: a. Attachment B — Exceptions E1 and E5: Acceptance is defined in Section 2 of the RFP 3091. The Following language is added regarding Acceptance: Unless an Order is preceded by a trial order, the equipment will be considered accepted upon installation of the equipment by Xerox, after the equipment successfully runs all required diagnostic routines, and the equipment is turned over to the State for use. For equipment installed by Xerox, Risk of loss will pass to Customer upon acceptance and for equipment designated as "Customer Installable," the equipment delivery date. The tern for a lease Order shall commence upon acceptance of the Equipment; provided, however, for customer -installable Equipment, the term for a lease Order shall commence upon delivery of the Equipment. b. Attachment B —Exception E2: Xerox warrants equipment performance not,just for 90 days but for the entire term of a lease agreement or 36 months for equipment that is purchased. The only time this is not applicable is for special production units which need at least 180 days to implement unique applications. c. Attachment B — Exception E3: Xerox agrees to use Orio nal Equipment Manufacturer (OEM) parts. Such replacement parts may be new or remanufactured. All replaced parts go through a strict manufacturing quality process. d. Attachment B—Exception E7: Xerox reserves the right to assign this Agreement to a parent, .subsidiary, or third party for the purpose of securitizing or monetization the transaction Xerox will remain 100% responsible for all aspects of the contract after assignment. e. Attachment B — Exceptions E4, E6, E8, E9 and E10 was not accepted by the State and WSCA-NASPO. f. Attachment B — Exception Ell: Negotiated language incorporated into Section 19 of the Master Agreement. Attachment BB — Negotiated Items Pagel Xerox your option to purchase the equipment. Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to software/documentation accompanied by a cliclscvrap or shrinkwrap license ageement or otherwise made subject to a separate license agreement. 2) SOFTWARE SUPPORT. Xerox (or a designated servicer) will provide the software support set forth below ("Software Support"). For Base Software, Software Support will be provided during the initial Term and any renewal period but in no event longer than 5 years after Xerox stops taking customer orders for the subject model of Equipment, Fen Application Software, Software Support will be provided as long as you are current in the payment of all appGcabte software license and support fees. Xerox will maintain a web -based or toll-'fr'ee hotline during Xerox's standard working hours to report Software problems and answer Software -related questions. Xerox, either directly or with its vendors, will male reasonable efforts to: (a) assure that Software performs in material conformity with its user documentation; (b) provide available workaounds or patches to resolve Software performance problems; and (c) resolve coding errors for (i) the current Release and (il) the previous Release for a period of 6 months after the current Release is made available to you, Xerox will not be required to provide Software Support if you have modified the Software. New releases of Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or "Updates". Maintenance Releases or Updates that Xerox may make available will be provided at no charge. and must be implemented within six months. New releases of Software that include new content or functionality ("Feature Releases") will be subject to additional license fees at Xerox's then -currant pricing. Maintenance Releases, Updates and Feature Releases arc collectively referred to as "Releases". Each Release will be considered Software governed by the Software License and Software Support provisions of this Agreement (unless otherwise noted). Implementation of a Release may require you to procure, at your expense, additional hardware and/or software from Xerox or another entity. Upon installation of a Release, you will return or destroy all prior Releases. Intellectual Property Indemnity: Xerox will defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox -brand Product infringes a third party's U.S. intellectual property rights. You will promptly notify Xerox of any alleged infringenreut and permit Xerox to direct the defense. Xerox is not responsible for any non ,Xerox litigation expenses or settlements unless it pre -approves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent Xerox -bond Product, refund the price paid for the Xerox -brand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any infringement based upon a Xerox -brand Product being modified to your specifications or being used or sold with products not provided by Xerox. 3) DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively "Diagnostic Software") is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors. You agree that (a) your acquisition of the Equipment does not grant you a license or right to use the Diagnostic Software in any manner, and (b) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of this Auauhmem BB— Negotiated Items Page Xerox 'faxes.. Customer will notify Xerox aad make the Equipment available for removal by Xerox in the same condition as when delivered (reasonable wear and tear excepted) within 30 days after notice of default. IN WITNESS WHEREOF, the pm'ties hereto have caused this Contract to be signed and intend [,,be legally bound thereby. Independent Contractor Approval: C .iiw hidepondent tan, 7' Contractor's S�giature Dara Independents Coohactor's Tiflu State of Nevada (Lead State) Approval: - _ 101-105— CPO NVSGate purcNmue Adtnimst atoc _ eg SmiN Date Attachment BB—Negotiated Item Page Xerox Amended Canrract Cr naunar S. Xerox Terms and Conditions - Lease Terms; DEFAULT & REMCDIES; LATE CHARGES & COLLECTION COSTS. You will be in default tinder this Agreement or an Order if (I) Xerox does riot receive any payment within Gfleea-(133 Rul)'-Five (45) days after the date it is due or (2) If you breach any other obligation hereunder. If you defauh, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest on all amounts due from the due date until paid at the rate of one percent (1^%) per month (nut to exceed the maximum amount permitted by law); (b) the Lease Minimum Payments (less the Maintenance Services and Consumable Supplies components therear, as reflected on Xerox's books and records) remaining in the initial Term of an Order, discounted at 4 per annum; and (c) all applicable Taxes. Except fur oppllcal le [tion. rhe charges m Ir nsscssed woleathis provision shall apply only In opemlional. nnmcance6r61c ,cowls and capital lases, mud the will rha%cs shall um cxazd the nnanaas allowed [tilde, Sectimr 5.4.2.3 of RI"I' 03091. Interest, talc charges or lease mininnna payumnts uridcr this subs, tion shall not be assessed if Iemrinmiau is r (1,11vd due In on ovoid of non �gtpruprial ion of hods or I"Inia0lio, ul' funding to a government entiy Custwner. Customer will notify Xerox and make the Equipment available for removal by Xerox in the same condition as when delivered (reasonable wear and tear excepted) within 30 days ager notice ordefoult. 2. INCORPORATED DOCUMENTS. Exhibit A (Original Contract) is attached hereto, incorporated by rererence herein and made a part or this amended contract. 3. REOUIItED APPROVAL. This amendment to the original contract shall riot became effective until and unless approved by all parties. IN WITNESS WHEREOF, file parties hereto have caused this Contract to be signed and intend to be legally bound thereby. Independent Contractor Approval: fndepenlcnl Caanraclor's Sig+nature to Ind¢pendcmY Cantmctofs Tillt la •,nf Nevado (Lead Stato) Approval: _ y r �� J �i% - 3 CPO.�V State Purrhasina Adminis rotor _ Gr g Smith ;rte Approved as to form by: ��..� . _ _ On r r (. c Navadrt 6pa Atfomey •aeml� IbtAltomcy 0aneml ��—(pate)�� mr a)UA t'^k^z Jz G E s '?: c m' o m °1 00 00 g om n m va'i a o ea•1 io ro a c+ ry m .mi n ti in m m ry o w w a m m a in n m in m m �n n a m ti Y 41 N l0 h O1 t0 W h m E U O B 0 0 0 0 • m o � o v X U X 00 X S QU`I - C C W X v a « E - a o F 3 a - ro o r r o m LL r e m w w m o m o m ti ti N m vai V o n N N in � m in n a ro i = m a 'v ro m `° m N a v°ji m c v v v o ryry N voi c m co m G v a O1 p a in " 0 m > u o s m a a u m in n # .% o m o E N N« m a 0 u u u u �n N m r v c o o a= a u u o v n z E o in n o l o w 2 ? v v E E E E E E E W v e q 3 E E r m 1p r O O r N l0 O] r cl m � m ti a ti o m r m o ry m ry N m ry yr m m m r m m w m a w m a m m m io 0 0 �n m m n m a ti m m m M M N O O t0 O rl VI N O O V1 V1 m N I� m h m M O1 N m W A Vl v N� Q N V m M Vaj N N U a O m rl O 3 a m m u .- U v° w° o u w m E 3 w` o z Y O ,. 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O c o W >o OM ✓1 ON Vl U Yk U N V=1 > M Gl O O] VI ¢ N d ✓1 i ul O M K lO YL N N N N N N N W tl0 00b0 00 b0 '0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5 0 0 N VI CmEEo CmEE N v '0u � No O O O O mCEv uC0 u u u ONOOo OMOO O O NN M N N roNEa0v d V 0 0 d 0 LL � F � m r m — m m r M M w � m r c m c m C N O W .6 v a v v U v O v d E � L y a m 0 a UI X m 0 m U u � m c E a m m N m r r a ro N ry Ifl M O 1l1 N � ry ri a 0 o E o E E E E E E 3 3 E E m m a m vmi m o m w w ro N ih a io w ry m N .n m io m a r a n a wn m r ° O m ¢ m o a¢ E E o u v r Y ¢ a U a ¢ u m o Ni a"Q mm' du" a3 O O O O O O O O O 0 O�3 OOO 3 0 ✓I VI VI Vii 1n V1 V1 N V1 m m m m m m h0 GO W h9 C C G C G h9 hp 00 �p pp ap bL b0 op by E E E E E E E E E E E E E E E E E E E E 0 0 0 0 0 0 0 0 0 0 N N N N N N 0 N N N d V W N d LL � F � m r m — m m r M M w � m r c m C Q m C N O W .6 O N U v O d E � L y a o y x o UI X STATE OF CALIFORNIA PARTICIPATING ADDENDUM NO. 7.15-70-27 Copiers, Printers and Related Devices Nevada NASPO VALUEPOIN P Master Agreement 3091 Xerox Corporation This Participating Addendum Number 7-15-70-27 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS') and Xerox Corporation (hereafter referred to as "Contractor") under the lead State of Nevada NASPO ValuePoint Cooperative Purchasing Organization (NASPO ValuePoint) Master Agreement No. 3091. 1. Scope A. This Participating Addendum covers the purchase of Copiers, Printers and Related Devices under the Nevada NASPO ValuePoint Master Agreement Number 3091. The NASPO ValuePoint Master Agreement is hereby incorporated by reference and shall apply to the purchase of goods and services made under this Participating Addendum. B. This Participating Addendum is available for use by all State Departments, and California political subdivisions/local governments. A political subdivisiorillocal government is defined as any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. C. Each political subdivision/local government is to make its own determination whether this Participating Addendum and the NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations. 2. Tenn A. The term of this Participating Addendum shall begin upon signature approval by the State and will end May 31, 2019, or upon termination by the State, whichever occurs first. S. Lead State amendments to extend the Master Agreement term date are not automatically incorporated into this Participating Addendum. Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor. 3. Mandatory Statewide Contracts _ Product and service categories that are available on mandatory California statewide contracts for information technology (IT) hardware cannot be purchased from this Participating Addendum by State Departments without an exemption. State Departments are responsible for obtaining an exemption from DGS prior to issuing a purchase order. This restriction is not applicable to political subdivisionsflocal governments. Page 1 of 7 Participating Addendum No. 7-15-7D-27 4. Terms and Conditions Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. These General Terms and Conditions include: (i) General Provisions — Information Technology, GSPD401IT, effective 11/27/2013 The twelve page document can be viewed at: htto:fiwww.documents.dqsca.gov/pd/poliproc/cisod4Gll7l3 1127 pdf (ii) Provisions 38 and 40 of the General Conditions — Information Technology, GSPD401IT will not apply to this PA; and (iii) The software provisions included in Attachment BB (Negotiated Items) to the Master Agreement # 3091 will apply to this PA, 5. Order of Precedence In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply: A. California Participating Addendum Number 7-15-70-27 B. Nevada NASPO ValuePoint Master Agreement Number 3091 6. Available Products and Services This Participating Addendum includes the following Groups Group A — Convenience Copiers Group B — Production Copiers Group D - Printers 7. Disallowed Products and Services Contractor supplied leasing agreements and rental options are not allowed. This restriction is not applicable to political subdivisions/local governments. 8. Price List A. Contractor shall submit a Product and Service Schedule (PSS) identifying all products and services offered under this Participating Addendum for the State's approval. B. The PSS shall include the following: 1) Manufacturer Part Number or Item Number 2) List Price 3) Minimum Discount off List Price 4) Contract Price C. Contractor shall maintain a website dedicated to this Participating Addendum which contains the State -approved PSS. Page 2 of 7 Participating Addendum No. 7-15-70-27 D. Contractor shall submit a written notice of price increases/decreases and a revised PSS for the State's approval prior to updating the Contractor's dedicated website for this Participating Addendum. E. State -approved PSS will be posted on the State's eProcurement website. 9. Equipment Additions/Deletions A. Contractor may add or delete equipment introduced or removed from the market by the manufacturer under the following conditions: 1) Equipment is within existing awarded categories under the NASPO ValuePoint Master Agreement; 2) Contractor has obtained prior approval from the Nevada NASPO ValuePoint Contract Administrator, and 3) Contractor receives written approval from the California State Contract Administrator. B. Contractor shall submit a written notice of equipment additions/deletions and a revised PSS for the State's approval prior to updating the Contractor's dedicated website for this Participating Addendum. C. Contractor shall not add new categories or groups of equipment or services under this Participating Addendum that were not originally included in the NASPO ValuePoint Master Agreement. 10. Authorized Dealers A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any authorized dealers, and no authorized dealer shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be fully responsible to the State for the acts and omissions of its authorized dealers and of persons either directly or indirectly employed by the Contractor. Contractor's obligation to pay its authorized dealers is an independent obligation from the State's obligation to make. payments to the Contractor. B. As the prime contractor, contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and State Participating Addendum. C. Subject to the approval of the State, authorized dealers may be added on a quarterly basis during the term of the contract. Contractors shall notify the State of any deleted authorized dealers or changes to current authorized dealers contact information at any time during the contract term. D. Contractor shall submit an authorized dealer list identifying the company name, address, contact name, phone number and email of authorized dealers to the State's Contract Administrator for the State's approval prior to updating its California specifc contract website. E. State -approved authorized dealers will be posted on the State's eProcurement website. Page 3 of 7 Participating Addendum No. 7-15-70-27 11. Ordering Agency Responsibilities A. State department and political subdivision/local government use of this Participating Addendum is optional. B. A User Instructions guide will be prepared and administered by the State Contract Administrator. C. Ordering agencies must follow the Contractor Selection and Request for Offer (RFO) process outlined within the User Instructions guide prior to executing orders against this Participating Addendum. 12. Contractor Responsibilities Contractor must respond to the ordering agency's RFC to be eligible to receive a Purchase Order under this Participating Addendum. 13. Invoicing The State Participating Addendum Number and Ordering Agency Purchase Order Number shall appear on each purchase order and invoice for all purchases placed under this Participating Addendum. 14. Usage Reporting A. Contractor shall submit usage reports on a monthly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. B. The report is due even when there is no activity. C. The report shall bean Excel spreadsheet transmitted electronically to the DGS mailbox at PDWSCA@dgs.ca.gov. D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State. E. Tax must not be included in the report, even if it is on the purchase order. F. Reports are due each month as follows: Page 4 of 7 JAN 1 to MARCH 30 APR 30 APR 1 to JUNE 30 JUL 31 JULY 1 to SEPT 30 OCT 31 _ OCT 1 to DEC 30 JAN 31 Page 4 of 7 Participating Addendum No. 7-15-70-27 G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract, H. Amendments for term extensions maybe approved only if all due reports have been submitted to the State. 15. Administrative Fee A. Contractor shall submit a check, payable to the State of California, remitted to the Department of General, Procurement Division for the calculated amount equal to one percent (0.01) of the sales for the quarterly period. B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information. C. Administrative fee checks shall be submitted to: State of California Department of General Services, Procurement Division Attention: Masters Unit 2 707 3" Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 D. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing. E. The administrative fee shall not be invoiced or charged to the ordering agency. F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity. G. Administrative fee checks are due for each quarter as follows: Re'"nortin,-Serio; JAN 1 to MARCH 30 �D'�'*'t�""te APR 30 APR 1 to JUNE 30 JUL 31 JULY Ito SEPT 30 OCT 31 OCT 1 to DEC 30 JAN 31 H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract. Page 5 of 7 Participating Addendum No. 7-16-70-27 16. Contract Management A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows: Contractor: Xerox Corporation Name: Annie Van Gilder Phone: (408) 588-8313 Fax: (877) 518-4579 E -Mail: Annievangilder(dxerox.com Address: 45 Glover Avenue Norwalk, CAT 06856-4505 B. Should Contractor Contract Manager information change, the Contractor will provide written notice with the updated information to the State Contract Administrator no later than ten business days after the change. C. The State Contract Administrator for this Participating Addendum shall be as follows: Name: Cynthia Okoroike Phone: (916) 375-4389 Fax: (916) 375-4663 E -Mail: cynthia okoroikeadgs.ca.00v Address: State of California Department of General Services Procurement Division 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 D. Should State Contract Administrator information change, the State will provide written notice with the updated information to the Contractor Contract Manager no later than ten business days after the change. 17. Termination of Agreement The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 18. Amendment No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties. Page 6 of 7 Participating Addendum No. 7.15-70-27 19. Agreement A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms. B. By signing below Contractor agrees to offer the same products/and or services as on the Nevada NASPO ValuePoint Master Agreement Number 3091, at prices equal to or lower than the prices on that contract. C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. STATE OF CALIFORNIA! By: 2 VWName: Jim Butler Title: Deputy Director Date: Tt�ij Xerox Corporation By: 0 Name: aVrC/ Title: Date: Page 7 of 7 J. Insurance Requirements The District requires that all contracts with vendors, contractors and/or specialized professionals are accompanied by proof of insurance that meets the requirements outline below. In this section, please state that your company has reviewed [he insurance requirements outlined below and indicate whether or not your company has the ability to meet the proof of insurance requirements. Please note that proof of insurance will be requested upon entering into an agreement. Xerox and Image Source Comply (1). Minimum Scope of Insurance Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) Workers' Compensation and E'mployer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (2). Minimum Limits of Insurance Applicants shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage; and (2) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. (3) Insurance Endorsements. The insurance policies shall contain the following provisions, or Applicant shall provide endorsements on forms supplied or approved by the District to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Applicant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Applicant's scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Applicant's insurance and shall not be called upon to contribute with it in any way. (B) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of .subrogation against the District, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Applicant (C) All Coverages. Each insurance policy required shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the District; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the District, its directors, officials, officers, employees, agents and volunteers. (4) Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no loss than A-: VII, licensed to do business in California, and satisfactory to the District. V. Selection Criteria The gross bid must be the exact additive total of the bid for all requirements, no partial bids will be considered. The recommended bid will be determined on a `Best Value" evaluation method. The following evaluation criteria will be used to select the proposal for this contract. 1. Cost of equipment and services (IV -G) 2. Responsiveness to proposal requirements (IV) 3. Experience providing similar services to sinular agencies (IV -C) 4. Ability to provide services JV -E) 5. Distinguishing characteristics (IV -I -I)