4 18.06.14 PA_Redacted.pdf

WISCONSIN DEPARTMENT OF ADMINISTRATION

DIVISION OF ENTERPRISE OPERATIONS

DOA-3051 (R 07/2015)

S. 51.01(5)WIS. STATS.; AND

S. 111.32(13M)WIS. STATS

Contract Amendment

Contract No.: 505ENT-M I 5-MFDCOPIER-05 I Amendment No.:

Contract Title: Copiers and Related Devices

This Amendment is entered into by and between the State of Wisconsin, De12artment of Administration, and the Contractor, whose name, address and principal officer aooears below.

Contractor Name Ricoh USA, Inc.

Contractor Address 70 Valley Stream Parkway

Citv: Malvern I State: PA

Princioal Officer: ·

STATE BUREAU OF PROCUREMENT

101 EAST WILSON STREET, 5 TH FLOOR

POST OFFICE BOX 7867

MADISON, WI 53707-7867

FAX (608) 267-0600

TTY (608) 267-9629

HTTP:/NENDORNET.STATE.Wl.US

I Zip: 19355

The parties wish to change the terms of the above-referenced Contract in the following manner:

Amend the Contract pursuant to Attachment A of this Amendment 3.

Except as expressly changed by this Amendment, the terms, conditions, rights and obligations of Contract No.:

<;()<;PNT-Ml '>-MFnrnPTFR-O<; shall remain in effect unchanged. In the event of any inconsistency or conflict in the Contract and this Amendment, the provision of this Amendment shall contro l.

To Be Completed by Contractor

For State of Wisconsin For Ricoh USA, Inc.

Department of Administration Rick S. Hughes Company Name

Director tate ure 70 Valley Stream Parkway

Address

1gnature Malvern PA 19355

~ ~/ 2.- Zt:Jtg City State Zip

Date By Steve Bissey

• l " •lii-11 "

Director, State & Local Government

Title

6/05/18 Date

This document can be made available in alternate formats to individuals with disabilities upon request.

PARTICIPATING ADDENDUM

ATTACHMENT A TO AMENDMENT 3

[hereinafter "Amendment"]

For

PARTICIPATING ADDENDUM

NASPO VALUEPOINT COOPERATIVE PURCHASING ORGANIZATION

COPIERS, PRINTERS & RELATED DEVICES 14-19

Administered by the State of Nevada (hereinafter "Lead State")

Between

Ricoh USA, Inc.

[hereinafter "Contractor"] and

State of Wisconsin

[hereinafter "Participating State"]

505ENT-M15-MFDCOPIER-05

Page I of I

The current text in Paiticipating Addendum, Section 5.b(ii) will be amended and replaced with the following:

The first scheduled payment (as specified in the applicable PO) ("Payment") will be due on or following the acceptance of the Products, as set forth above or such later date as Contractor may designate. The Authorized User may mutually agree on another installation date in writing with the Contractor when the Ordered equipment is expected to arrive and be installed within 5 working days prior or after the date on the Order.

When an Order designates existing leasing equipment to be picked up by the Contractor and new equipment installed concurrently and the Order date is adjusted mutually per the terms of this Section, the Authorized User shall have access to either the old or new equipment until Authorized User acceptance of the new equipment occurs. When the invoicing is required to be on the same monthly or quarterly schedule, the Authorized User and the Contractor understand that the mutually accepted alternative installation date may not result in an exact proration of the old and new equipment so that the invoicing can maintain the schedule required by the Authorized User.

The remaining Payments will be due on the same day of each subsequent month, unless otherwise specified on the applicable PO, pursuant to the section entitled "Payment Terms and Invoicing", Section 27 of Exhibit A.

Updated 12/13/2016

Contract #505ENT-M15-MFDCOPIER-05

Ricoh Authorized Dealers

All orders (including those for consultation and service needs): Ricoh USA, Inc. c/o your Ricoh Family Group Authorized Dealer

Payment on invoice: Send only to Ricoh USA, Inc.

System consult, service: Contact an Authorized Ricoh Family Group dealer below.

Select the location listed below to inquire on quotes for purchase, leasing, rental, or maintenance service.

Each location may not provide all machines or maintenance.

Link to the list:

http://www2.ricoh-usa.com/RMAP/wsca/stateofwi.aspx

If both links listed above are broken, navigate to the link by following these steps:

1) http://www.naspovaluepoint.com/#/home/contracts

2) Search “copier”

3) Select the contract by clicking on the contract title.

4) Select either the “7” or “Contractors” to navigate to Ricoh. Then, click on Ricoh.

5) In the far right corner, select the globe under the Contractor e-mail address to navigate to the Ricoh-specific site.

http://www.naspovaluepoint.com/#/home/contracts

6) Click on Wisconsin.

7) Locate the dealer listing and click on the link.

Ricoh contract

Effective July 1, 2015, the contract number 15-60042-151 for the Copier-Multifunctional Device Equipment contract changed to 505ENT-M15-MFDCOPIER-01.

This change was necessary for conversion to the State’s new Enterprise Resource Planning (ERP) system.

The contract number is the only change; all other terms and conditions of the contract remain unchanged.

WISCONSIN DEPARTMENT OF ADMINISTRATION

DIVISION OF ENTERPRISE OPERATIONS

DOA-3051(R07/2015)

S. 51.01(5) WIS. STATS.; AND

S. 111.32(13M) WIS. STATS

STATE BUREAU OF PROCUREMENT

101 EAST WILSON STREET, 6'" FLOOR

POST OFFICE BOX 7867

MADISON, WI 53707-7867

FAX (608) 267-0600

TTY (608) 267-9629

HTTP:/NENDORNET.STATE.Wl.US

Contract Amendment

Contract No.: 505ENT-M\5-MFDCOPIER-01 I Amendment No.: 2

Contract Title: WSCA Copiers and Related Devices

This Amendment is entered into by and between the State of Wisconsin, De11artment of Administration, and the Contractor, whose name, address and orincioal officer annears below.

Contractor Name Ricoh USA, Inc.

Contractor Address 70 Valley Stream Parkway

I State: I Zio: City: Malvern PA 19355

Princioal Officer:

The parties wish to change the terms of the above-referenced Contract in the following manner:

The contract number 505ENT-Ml5-MFDCOPIER-01 will change to 505ENT-Ml5-MFDCOPIER-05.

All references to Ricoh Americas Corportation wiU change to Ricoh USA, Inc.

The Participating Addendum, Section 3.b. shall change to, "See Exhibits A, B, C, and D."

The Participating Addendum, Exhibit A, Section 9.a. (Usage/Spend Report) shall be stricken and replaced with the following, "Reports must include the reporting listed in Exhibit D."

Except as expressly changed by this Amendment, the terms, conditions, rights and obligations of Contract No.:

<O<ENT-Ml S-MFDCOPIER-01 shall remain in effect unchanged. In the event of any inconsistency or conflict in the Contract and this Amendment, the provision of this Amendment shall control.

To Be Completed by Contractor

For For Ricoh Americas Corporation

Company Name

70 Valley Stream Parkway Address

Malvern PA 19355

1-/l(-,2& ry Date

City State Zip

By Tom Brown

Printed Name

'--i~l~-~ Signature

VP, Government & Higher Education Title

1/7/16

This document can be made available in alternate formats to individuals with disabilities upon request.

WSCA-NASPO Master· Agreement Terms and Conditions

A Contract for the WSCA-NASPO Cooperative Purchasing Program (WSCA-NASPO) Acting by and through the Slate 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: sbcr-o·f@admin.m•.gov and Rkoh USA, Inc.

70 Valley Stream Parkway Malyern PA 91355

Contact: Bart Lem mon, WSCA/NASPO National Contract Manager

Phone: (425) 255-0730 •Fax: (425) 228-2115 Email: bnrt.lemmon@ricoh-usa.com

1. Master Agreement Order of Precedence

a. Any Order placed under this Master Agreement shall consist of the following documents:

( I) A Participating Entity's Pa1ticipating Addendum ("PA");

(2) These WSCA-NASPO Master Agreement Terms & Conditions;

(3) A Purchase Order issued against the Master Agreement;

(4) The Statement of Work speci tic to Participating Entity;

(5) The Solici tation, RFP 3091 Copiers, Printers and Related Devices (Altacl1ment AA);

(6) Negotiated Items (Attachment BB); and

(7) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State (Attachment CC).

• Awarded: Groups A, B, C, D and E

WSCA-NASPO Master Agreement Ts and Cs Page 1of20

b. These documents shall be read to be consisLe111 and complementary. Any cont1ict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply lo this Master Agreement arc only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

2. Definitions

Acceptance means a written notice from a Purchasing 5t1lily to Contractor advising Contractor that the Proclt1ct has passed its Acceptance Testing. Acceptance of a Prod uct for which acceptance testing is not required shal l 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 r~jection 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, prior to Acceptance by the Purchasing Entity.

Conh'actor means the person or entity delivering Products or performing services under the terms and conditions set forth in 1his Master Agreement.

Embedded Software means one or more software applications which permanently reside on a computing device.

lntellechrnl Property means any and all patents, copyrights, service marks, trademarks1 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 moans the State centrally administering any resulting Master Agreernent(s).

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of WSCA-NASPO, and the Contractor, as now or hereafter amended.

Order or Putchase Order means any pu1·chase order, sales order, contract or other document used by a Purchasing Entity to order the Products.

Participating Addcntlum means a bi lateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating L::ntity specific language or other requirements, e.g. ordering procedures specitic to the Participating Entity, other terms and conditions.

Participating Entity means a slate, or other legal entity, prnperly authorized to enter into a Participating Addendum.

Participating Stntc. 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 Stale is not required to participate through execution of a Participating Addendum. Upon execution of the Participating Addendum, a Participating Stale becomes a Participating Entity.

WSCA·NASPO Master Agreement Ts and Cs Page 2 of 20

Product means any equipment, software (including embedded softwru·c), documentat ion, service or other deliverable supplied or created by lhe Contractor pursuant lo this Master Agi•eemenL The term Products, supplies and services, and products and services arc used interchangeably in these terms and conditions.

Purchasing Entity means a state, city, county, district, other poli tical subdivision of a State, and a nonprofit organization under the laws of some stales if authorized by a Pa1ticipating 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, f'acilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 50 l(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of WSCA-NJ\SPO. The WSCA-NASPO Cooperative Purchasing Organization fac ilitates adm in is tration of the cooperative grollp contracting conso11ium of slate chief prncurement offi cials 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 WSCJ\ NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of repm1s and may be performing contract administration functions as assigned by the Lead State.

3. Term of the Master Agreement

The initial term of this Master Agreement is for five (5) years; effective upon execution through December 31, 2019. Placements made using the authority prnvidod by this Contract will survive the Contract itsel t~ per tenns stated in Section 3.3. J 0 Survivability of the RPP #3091.

4. Amendments

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State.

5. Assignment/Subcontracts

a. Contt·actor shall not assign, sell, transfer. subcomracl or sublet rights, or delegate rcsponsibililies under this Master Agree1t1ent, in whole or in part, without the prior wri tten approval of the Lead State.

b. The Lead State reserves the right to assign any rights or duties, including wri tten assignment or contract administration duties lo the WSCA-NASPO Cooperative Purchasing Organization LLC.

6. Price and Rate Guarantee Period t\11 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 adjustment must be for an equal guarantee period, and must be made at least ninety (90) days prior 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 adj ustment 0 1· amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or rates will be allowed.

7. Cancellation

Unless otherwise stated, this Master AgJ'eement may be canceled by either pariy upon 60 days written notice prior to lhe effective date of the cancellat ion. Further, any Participating Entity may cancel its pa11icipation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in pari. Any cancellation under this provision shall not affect the rights and obligations allending orders outstanding at the ti me of cancellation, including any right of and Purchasing Entity to indemnilication by the Contractor, l'igh!s of payment for Products delivered and accepted, and rights allcnding any warranty or default in performance in association with any Order. Cancellation of the Master Agreement due to Contractor default may be immediate.

8. Confidentiality, Non-Disclosure, and Injunctive Relief

a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the comsc of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Enti ty's or Purchasing Entity's clients.

Any and all information of any form that is marked as confidential or would by its nature be deemed con fi dential obtained by Contractoi' or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to ( I) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential lnrorn1ation"). Any reports or other documents or items (including soflwarc) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential lnformation docs not include information that ( I) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing 12ntity 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 lime of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of conlidential ity, (5) is disclosed with the written consent of Purchasing e ntity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Conlidential Information.

b. Non-Disclosure. Contractor shall hold Confi dential Tnformaiion 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 tnforrnation 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 shal l advise each of its employees and agents of theit· obligations to keep Confidential Information confident ial. Contractor shall use commercially reasonable efT011s 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 Entily, applicable

WSCA-NASPO Master Agreement Ts and Cs Page 4 of 20

Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall a l i ts expense cooperate w ith Purchasing, Entity in seeking injunctive or other equitable rel ief in the name of Purchasing Entity or Contractor against any such person. Except as directed by

Purchasing Entity, Contractor wi ll not at any time du1'ing or after the term of this Master

Agreement disclose, directly or indirectly, any Confidential [n formalion to any person, except in accordance w ith this Master Agreement, and that upon termination of this

Master Agn:ement or al Purchasing Entity's request, Contractor shall turn over to

Purchasing Entity al I documents, papers, and other matter in Contrnctor's possession that embody Confidential Information. Notwithstanding the foregoing. Contractor may keep one copy of such Confidentinl Information necessary for qual ity assurance, audits and evidence o f the performance of this Master Agreement.

c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Conlidential Information, will cause i rreparable injury lo 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.

Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business intet·csts of Purchasing Enti ty and arc reasonable in scope and content.

d. Purchasing Entity Law. The e provisions shall be applicable only lo extent they are not in conl1ict with the applicable publ ic disclosure laws of any Purchasing Entity.

9. Right to Publish

Throughout the duration of this Master Agreement, Contractor must secure from the Lead Stale prior approval for the release of any information that pe11ains to the potential work or activities covered by the Master Agreement. The Contractor shall not make any representations or WSCA

N/\SPO's opinion or position as to the quality or effectiveness of the services that arc the subject of

!his Master Agreement without prior writ1en conscilt. railut·e to adhere lo this requirement may result in termination of the Master Agreement for cause.

10. Defaults and Remedies

a. T he occurrence of any of the fol lowing events shall be an event of default Lmdcr this

Master Agreement:

(I) Nonper formance of contractual requirements; or

(2) A material breach of any term or condition of this M aster Agreement; or

(3) Any cert ification, representation or warranty by Contractor in response to the solicitation or in this Master A greement that proves to be untrue or materially misleading; or

(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contrnctor, or the appointment of a receiver or similar

WSCA-NASPO Master Agreement Ts and Cs Page 5 of 20 officer for Co1mactor or any of i ts propc11y, which is not vacated or fufly stayed wi thin thirty (30) calendar clays after the institution 01· occurrence thereof; or

(5) Any default specified in another section of this Master Agreement.

b. Upon the occurrence of an event of default, Lead State shall issL1e a written notice of default, idenli fying the nature or the default. and providing a period or 15 calendar days in which Contractor shall have an opportunity to cure the detault, The Lead Slate shall not be req~iired to provide advance written notice or a cure period and may i mmcdiately terminate this Master Agreement in whole or in part i f the Lead Stale, in its sole discretion, determines that it is reasonably necessary lo preserve public safely or prevent immediate public crisis. Time allowed for cure shall not diminish or el iminate

Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement.

c. I f Contractor is afforded an opportunity to cure and fails ro cute the default within the period specified in the wri tten notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the righl to exercise any or all of the following remedies:

( I ) 8xercise 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) SLtspend Contractor from being able to respond to fult1re bid solicitations; and

(5) Suspend Contractor's performance; and

(6) Withhold payment unti l the default is remedied.

cl. Unless other specified in the Participming Addendum, in the event of a default under a

Participating Addendum, a Participating Entity shal l provide a written notice of default as described in this section and have all of the rig.his and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its

Pa1ticipating 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 shal l be constrned to limit lhe rights and remed ies available to a Purchasing Entity under the applicable commercial code.

H. Shipping and Delivery

a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B.

destination, fre ight pre-paid, wilh all transportation and handling charges paid by the

Contractor. Responsibility and liabi lity for loss or damage shall remain the Contractor's until final inspection and acceptance when responsibili ty shall pass 10 the Buyer except as to latent defects, fraud and Contractor's warranty obligations. T he minimum shipment amount, if any, wi II 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 otder lo be shipped without tra11spo1tatlon charges that is back ordered shall be shipped without charge.

b. All deliveries will be " Inside Deli veries" as designated by a representative of the Purchasing Entity placing the Order. lnside Delivery refers to a delivery lo other than a loading dock, front lobby, or 1·eception area. Specific delivery instructions will be noted on the order form or Purchase Order. Any damage to the building interior scratched walls, damage to the freigh t 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.

c. All prodL1cts must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shal l be of durable construction, good cond ition, properly labeled and suitable in every respect foi" storage and handling of contents. Each shipping carlon shall be marked wi th the commodity, brand, quantity, item code number and the Ordering Entity's Purchase Order number.

12. Changes in Contractor Representation

The Contractor mL1st notify the Lead State of changes in the Contracror's key administrative personnel, in writing within I 0 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 Contractor agrees to propose replacement key personnel having substantially equal or belier edLJcation; 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 f1t·e, riot, acts of God and/or war wh ich is beyond that party's reasonable control. The Lead State inay terminate this Master Agreement after determining such delay or default wil l reasonably prevent successful performance of the Master Agreement.

14.. Indemnification

a. The Contractor shall defend, indemnify and hold harmless WSCA·NASPO, the Lead Stale, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be linble, from and against claims, damages or causes of action including reasonable attorneys' fees and related cos ls for any death, inj ury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees 01· subcontractors or volunteers, at any tier, relating to the performance uncle/' the Master Agreement.

b. Indemnification - Jntellectual Prope1iy. The Contractor shall defend, indemnify and hold harmless WSCA-NASPO, the Lead State, Participating Entities, Purchasing Enti ties.

along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Patty"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim thal the Prodltct or its use, infringes Intellectual Property rights ("lntellectual Property Claim1

WSCA·NASPO Master Agreement Ts and Cs Page 7 of 20

( I) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless tile Product, system or method is:

(a) Provided by the Contractor or the Contractor's subsidiaries or affil iates;

(b) Specified by the Contractor to work with the Product; or

(c) Reasonably required, in order to use the Product in its intended manner, und the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing Lhe 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 shal l notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Jndemni fied Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Lntellectual Properly Claim resulting in increased expenses or loss to the

Contractor. l f the Contractor promptly and reasonably investigates and defends any

Intellectual Property Claim, it shall have control over the defense and settlement of ii.

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 necessat·y for such defense. I f the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemni fied Party may assume the defense or settlement of it and the Contractor shall be l iable for all costs and expenses, including reasonable attorneys' fees and related costs. incurred by the

Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in wri ting, this section is not subject to any l imitations of l iability in this

Master Agreement or in any other document executed in conjunction with this Master

Agreement.

15. Independent Contractor

The Contractor shall be an independent contractor. Contr~ctor shall have no authorization, exp1·ess or implied, to bind the Lead State, Participating Stales, other Participating Entities, or

Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not Lo hold itself oul as agent except as expressly set fot1h herein or as expressly agreed in any Participating Addendum.

16. Individual Customers

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the

Master Agreement, including but 1101 limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Pal'ticipating Addendum for their

WSCA·NASPO Master Agreement Ts and Cs Page 8 of 20 purchases. Eac11 Purchasing Entity will be responsible for its own charges, tees, and liabilities.

The Contractor will apply the charges and invoice each Purchasing Enlity individually .

J 7. Insurance

a. Unless otherwise agreed in a Part icipating Addendum, Conlractor shall, during the term of this Master Agreement, maintain in fu ll force and effect, the insurance described in this section. Contractor shal I acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class Vll or better, in the most recently published edi tion of Best 's Reports. f ailure to buy and maintain the required insurance may resu l1 in this Master Agreement's termination or, at a Participating Entity's option; result in termination of its Participating

Addendum.

b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:

( I) Commercial General Liabi llty covering premises operntions, independent contractors, products and completed operations, blanket contractual liability. personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;

(2) Contractor must comply w ith any applicable State Workers Compensation or Employers Liability lnsllrance requirements.

c. Contractor slrn ll pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall h1:1ve a GOndition that they not be revoked by the insurer unlil thirty (30) calendar days after notice of intended revocation thereo f shall have been given to Purchasing Entity and Pat·ticipating Entity by lhe Contracmr.

d. Prior to commonccmcnt of perforrmmce, Contractor shall provide lo the Lead State a written endorsement to the Contractor's general liabi lity insurance policy or other documentary evidence acceptable to the Lead State that (I) names the Participating Slates identified in the Request for Proposal as additional insured's, (2) provides that no material alteration, cancellation, non-renewal, or expira tion of the coverage contained in such policy shall have effect unless the named Participating State has been given at least thirty (30) days prior wi'itten 1iotjce, and (3) provides that the Contrnctor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Parlicipating Entity's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purnhase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information descl'ibed in this subsection.

e. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of ceri ificates of all required insurance within thirty (30) calendar days of the execution of this Master Agreement, the execution of a Pa11icipating

WSCA-NASPO Master Agreement Ts and Cs Page 9 of 20

Addendum, or the Purchase Order's effective date and prior to per forming any work.

The insurance certificate shall provide the fo llowing information: the name and address of the insured; name, address, telephone number and signature of the authorized agent;

name of the insurance company (authorized to operate in all states); a description or coverage in detailed standard terminology (including, policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the reqL1iremeht for notice of cancellation. Copies of 1·enev.ial certificates of all required insurance shall be furnished w ithin thirty (30) days after any renewal date. These ce1t iticates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence or coverage may, at sole option of the Lead

State, or any Participating Entity, result in this M aster Agreement's termination or the termination of any Pa11icipating Addendum.

f. Coverage and limits shall not limit Contrnctor's liability and obligations under this

Master Agreemenl, 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 En1ity a nonexclusive, perpetual, royalty-free, i t revocable, unlimited license to publish, translate, reproduce, modi fy, del iver, perform, display, and dispose of the Intellectual Propc11y, and its derivat ives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property')). The l icense shall be subject lo any third party rights in the Pre-exist ing lntellectl1al Property. Contractor shall obtain, at its own expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre existing Intellectual Property.

20. No Waiver of Sovereign Immunity

In no event shall this Master Agreement, a11y Participating Addendum or any contract 0 1· 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 immuni ty, governmental immunity, immunity based on the Eleventh A mendment to the Constitution of the

United States or otherwise, from any claim or from the jurisdict ioJ1 of any court.

This section applies to a claim brought againsc the Participating State only lo the extent Congress has appropl'iately abrogated the Par ticipating State's sovereign immunity and is not consent by the Participating Stale to be sued in federal court. This section is also nol a waiver by the

Pa11icipating Stale of any form of immunity, incl uding but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

21. Ordering

a. Master Agreement number and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and 0 11 all correspondence.

WSCA-NASPO Master Agreement Ts and Cs Page 10 of 20

b. The resulting Master Agreements permit Purchasing L::ntities to define project~specific requirements and informally compete the t·equii·ement among companies having a Master Agreement on an "as needed" basis. This procedure niay also be used when requirements al'e aggregated or other firm commitments may be made lo 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 sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Agency may select the quote that it considers most advantageous, cost and other factors considered.

c. Each Purchasing Entity will identify and utilize its own appropriate purchasi11g procedL1re and documentation. Contractor is expected to become famlliar with the Purchasing Entities' rules, policies, and procedures regard ing the ordering of supplies and/or services contemplated by this Mastel" Agreement.

d. Contractor shall not begin work without a valid Purchase Order or other appropriate!

commitment document compliance with the law of the l)urchasing Entity.

e. Orders may be placed consistent with tile terms of this Master Agreement during the term of the Master Agreement.

f. All Orders pursuant to this Master Agreement, at a minimum, shall include:

(I) The services or supplies being delivered;

(2) The place atld requested time of delivet·y;

(3) A billing address;

(4) ·rhe name, phone number, and address of the Purchasing Entity representative;

(5) The price per hour or other pricing clements consistent with Lhis Master Agreemenl and the c.ontractor's proposal;

(6) A ceiling amolint of the order 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.

h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereot: but may have a delivery date 01· perfonnance period up to 120 days past the then current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Enlities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

WSCA-NASPO Master Agreement Ts and Cs Page 11of20

i. Notwithstanding the expiration or termination of this Master Agrccmcnr1 Co1mactor agrees to perform in accordance with the terms of any Orders then outstanding at the lime 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 terms. OJ'ders 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 lhe authority provided by this Contract wi ll survive the Contrnct itself, pc1· terms stated in Section 3.3. 10 Survivability of lhe RPP #309 1.

22. Participnnts

a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Particlpati ng Entity and Contractor is executed. The WSCA-NASPO Master Agl'eement Terms and Conditions a1·e applicable to ~my OJ'der by a Pa11icipating E11Uty (and other Purchasi11g Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requiremenls, defaults on Orders, governing law and venue relat ing to Orders by a Participating Entity, indcrnni fi cation, and insurance requirements. Statutory or constitulional requirements relating to ava ilability of fonds may require specific language in some Participating Addenda in order to comply with applicable I.aw. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the ParticipRting Addendum or, with the consent of the Purchasing Entity and Contractor, may be i.ncludecl in the orderi ng document (e.g. purchase order or contract) used by the Purchasing Entity to place the 01·der.

b. Use of speci fie WSCA-NASPO cooperative Master Agreements by stale agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state's statutes to use stale contracts are subject to the approval of the respecti v~ State Chief Procurement Official. Issues of interpretation and el igibili ty for participation are solely within the authority of the respective State Chief Procurement Official.

c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Enti ties within the scope of those Participating Addenda. Financ ial obligations of Participating States are limited to the orders placed by the depart111enls or other state agencies and institutions having available funds. Pa1ticipating States incur no financial obl igations on behalf of political subdivisions.

d. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party 10 the Mastel' Agreement. It is a nonprofit cooperative purchasing organizatio11 assisting states in administering the WSCA!NASPO cooperative purchasing program for state government depa11ments, institutions, agencies and political subdivisions (e.g., colleges, school

WSCA-NASPO Master Agreement Ts and Cs Page 12 of 20 districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States.

e. State Participating Addenda or other Participating Addenda shall not be construed to amend the terms of this Master Agreement between the Lead State and Contractor.

f. 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 Enti ty 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 11 correct invoice is 1·eceived, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maxirnum 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 add itional charge,

24. Public Information

This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws.

25. Records Administration and Audit

a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orde1·s placed by Purchasing Entities under it to the extent and in such detail as shall adequately refl ect perfo rmance and administration of payments and fees. Contl'actor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its granl awarding entities and lhe U.S.

Comptroller General), and any other duly authorized agent of a gover11mental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documehts, papers and records directly pe11inent to this Master Agreement or orders placed by a Purchasing Entity tinder it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive ror a period of fi ve (5) years following termination of this Agreement or final payment for any order placed by a PuJ·chasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate perfo1mance hereunder.

b, Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing, Enti ty for any overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records.

c. 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.

WSCA-NASPO Master Agreement Ts and Cs Page 13 of 20

26. Administrative Fees

a. The Contractor shal l pay to the WSCA-NASPO Cooperative Purchasing Organization, or its assignee, a WSCA-NASPO Administrative Fee of one-quatter of one percent (0.25% or 0.0025) no later than 60 days following the end of each calendar qua1ter. The WSCA NASPO Administrative Fee shall be SLtbmilted quarterly and is based on all sales of products and services under the Mastel" Agreement (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing s11bmitted with proposal.

b. Additionally, some states 1nay require an additional fee be paid directly to the state only on purchases made by Purchasing Enti ties within that state. For all such req~1ests, the fee level, payment method and schedule for such repolis and payments will be incorporated into the Pa1t icipating Addendum that is mac.le a pan of the Master Ag.reemenl. The Contractor may adjust the Master Agreement pricing accord ingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the WSCA-NASPO Administrati ve Fee or the prices paid by the Purchasing Entities outside 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.

a. Summary Sales Data. The Contractor shall submit quarterly sales repo1is directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at hltp://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than 30 day fo llowing the end of the calendar quarter (as specified in the reporting tool).

b. Detailed Sales Data. Co11tracto1· shal I also report detailed sales data by: ( I) state; (2) entity/customer type, e.g. local government, higher education, K 12, non-profit; (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 qua1terly basis and must be received by the Lead State and WSCA NASPO Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Repol'ls shall be delivered to the Lead State and to the WSCA NAS PO Cooperative Development Tearn electrnnicalJy throL1gh a designated pOlial.

email, CO-Rom, flash drive or other method as determined by the Lead State. Detailed sales data repoiis shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment P.

WSCA-NASPO Master Agreement Ts and Cs Page 14 of 20

c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where autho1·ized by Lhe solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g.

names, addresses, social security numbers or any other numericnl identifie r, may be submitted with any report.

d. Tiinely submission of these reports is a material requirement of the Master Agreement.

The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead Slate and WSCA-NASPO sha ll have a perpetual, irrevocable, non exclusive, royalty free, transferable right to display, modi fy, 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 Agreemenl applies to all Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which arc modified by or With lhe Written approval of Contractor atle1· Acceptance by the Purchasing Entity.