Sharp Information Sheet - 9.17.24.docx

SHARP ELECTRONICS CORPORATION

Wisconsin Contract No. 505ENT-M25-MFDCOPIER-03 NASPO Master Agreement (MA) No. 188627

CONTRACT DETAILS

B – Multi-Function Devices, A4 D – Single Function Printers F – Scanners G – Software H – Consumable Supplies

· Online NASPO ValuePoint Store: NASPO | SHARP (sharpamericas.com)

· NASPO Price List (located in the “Product Documents” accordion):

https://www.naspovaluepoint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/sharp-electronics-corporation/

Lucy Jarvis 201-529-6315 jarvisl@sharpsec.com

Escalation contact:

Kelly Haack, Government and Major Account Manager 612-810-2705 haackk@sharpsec.com

Inside Account Manager:

Paul Cingire, Government Inside Specialist 201-529-6347 cingirep@sharpsec.com

Order Management Customer Support:

Email Orders to: cingirep@sharpsec.com

Remittance Address:

Sharp Electronic Corporation P.O. Box 660831 Dallas, TX 75266-0831

Tech Support and Warranty Repair: Specific to Reseller

STAR Supplier ID: Ending in 1925

N6832 Hwy 51 South PO Box 338 Portage, WI 53901 800-362-4333

Sales & Billing Inquiries:

Jack Steinhoff, State of Wisconsin Account Manager jsteinhoff@rhymebiz.com

Order Processing Inquiries:

Tara Ashley, tashley@rhymebiz.com

Novatech, Inc.

W238 N1690 Rockwood Drive, #400 Waukesha, WI 53188 414-626-1984

Sales Inquiries:

Todd Kotlarek, Todd.Kotlarek@Novatech.net

Billing Inquiries:

Larry Bigger, larry.bigger@novatech.net Isela Rodriguez, isela.rodriguez@novatech.net

Order Processing Inquiries:

Kim Robichaux, kim.robichaux@novatech.net

Coordinated Business Systems, Inc.

2829 Banks Avenue Superior, WI 54880 715-392-6221

Sales and Billing Inquiries:

John Pawloski 715-392-6221 johnp@coordinated.com

Access Systems, Inc.

955 SE Olson Drive Waukee, IA 50263 515-987-6227

Sales and Billing Inquiries:

Ryan Deveraux 515-987-6227 RDevereaux@accesssystems.com

Marco, Inc.

4510 Heatherwood Rd St Cloud MN 56301 Sales and Billing Inquiries:

Brian Dahl 651-634-6113 Brian.j.dahl@marconet.com

If you need further assistance regarding your experience under this contract, feel free to escalate to Lucy Jarvis or Kelly Haack.

CONTRACT DOCUMENTS

Master Lease Agreement *Negotiated for Convenience

Maintenance Agreement *Negotiated for Convenience

Participating Addendum

NASPO Master Agreement

Service Level Agreement

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Attachment 1 - Sharp Lease Agreement FINAL 7.25.24.docx

Master Lease (Municipal)

Master Lease Number:

Customer’s Federal Tax ID#:

Customer Name:

Customer’s Address (principal place of business):

Customer’s d/b/a (if any):

Customer’s Main Business Phone Number:

In this Master Lease Agreement, as it may be amended from time to time (the “Master Lease ”), the words “You” and “Your” mean the Customer named above. “We,” “Us” and “Our” mean Lessor (as indicated and signed on page 3). “Schedule” means a document, in the form attached hereto as Exhibit A or such other form as We may accept in Our sole discretion, to be entered into between You and Us for each individual transaction entered into between You and Us pursuant to this Master Lease. “Sharp” means Sharp Electronics Corporation. Sharp or one of its authorized dealers (“Authorized Dealer”) is the supplier of the Equipment to You. This Master Lease, each Schedule and the other documents executed or delivered by Us in connection herewith and therewith regarding this Master Lease represent the final and only agreement between You and Us regarding the subject matter herein and therein and shall supersede any other oral or written agreements between You and Us. This Master Lease can be changed only by a written agreement between You and Us. Other agreements not stated herein (including, without limitation, those contained in any purchase agreement or other agreement between You and Sharp or Authorized Dealer) are not binding on Us. You agree this Master Lease and each Schedule may be executed in counterparts and any facsimile, photographic or other electronic transmission and/or electronic signing of this Master Lease and each Schedule by You when manually countersigned by US or attached to Our original signature counterpart and/or in Our possession shall constitute the sole original chattel paper as defined in the UCC for all purposes and will be admissible as legal evidence thereof. At Our option, We may require a manual signature. You hereby represent that this Master Lease is legally binding and enforceable against You in accordance with its terms.

1. LEASE OF EQUIPMENT - GENERAL. Each Schedule executed by You (and to be executed by You in the future) represents your agreement to lease from Us the personal property listed therein (together with all existing and future accessories, attachments, replacements, additions and embedded software, the “Equipment”), and/or to finance certain licensed software and services (“Financed Items”, which are included in the word “Equipment” unless separately stated), upon the terms stated in such Schedule and this Master Lease, the terms and conditions of which are incorporated by reference into the Schedule (collectively, a “Lease”). Each Schedule, including the terms and conditions incorporated therein by reference, shall be considered a separate and independent Lease. If the Equipment includes any software, You agree that (i) We don’t own the software, (ii) You are responsible for entering into any necessary software license agreements with the owners or licensors of such software, (iii) You shall comply with the terms of all such agreements, if any, and (iv) any default by You under any such agreements shall also constitute a default by You under this Master Lease and the related Schedule. The initial term of each Lease will begin on a date designated by Us after We accept it (the “Commencement Date”) and will continue for the number of months shown on such Schedule (“Initial Term”). You promise to pay to Us the periodic payments shown on each Schedule in accordance with the payment schedule set forth therein, plus all other amounts stated herein and therein. Each Schedule is binding on You as of the date You sign it. After You sign a Schedule, We may (i) insert the Schedule or contract number thereon and any other information missing in such Schedule.

2. NON-CANCELABLE TERM:

As used herein, “Present Term” means the term presently in effect at any time with respect to a Lease, whether it is the Initial Term or a Renewal Term (as defined below). With respect to each Lease, You shall notify Us in writing at least 30 days before the end of the Present Term (the “Notice Period”) that You intend to return the Equipment at the end of such Present Term or enter into a Renewal Term, per the terms and conditions outlined in the NASPO ValuePoint Master Agreement. Should you choose to renew the Lease, then) the payment amount and other terms of such Lease will continue to apply. If You do notify Us in writing within the Notice Period that You intend to return the Equipment at the end of the Present Term, then, promptly upon the expiration of such Present Term, You shall return the Equipment pursuant to Section 13 below. Each Lease is non-cancelable during the Initial Term and any Renewal Term except as specified in the NASPO ValuePoint Master Agreement, section F (Leasing and Rental Terms and Conditions), subsection 8 (Early Termination Charges).

3. UNCONDITIONAL OBLIGATIONS. With respect to each Lease, You agree that: (a) We are a separate and independent company from Sharp or its Authorized Dealer, the manufacturer and any other vendor (collectively, “Vendors”), and the Vendors are NOT Our agents; (b) no statement, representation or warranty by any Vendor is binding on Us, and no Vendor has authority to waive or alter any term of this Master Lease or any Schedule; (c) You, not We, selected all Equipment and the Vendors based on Your own judgment; (d) Reserved.(e) if You are a party to any maintenance, service, supplies or other contract with any Vendor, We are NOT a party thereto, such contract is NOT part of this Master Lease or any Schedule (even though We may, as a convenience to You and a Vendor, bill and collect monies owed by You to such Vendor), We have no obligations to You under such contract, and no breach by any Vendor will excuse You from performing Your obligations to Us under this Master Lease or any Schedule; and (f) if the Equipment is unsatisfactory or if any Vendor fails to provide any service or fulfill any other obligation to You, You shall not make any claim against Us and shall continue to perform all of Your obligations to Us.

4. PAYMENTS. The payments due pursuant to each Schedule, plus applicable taxes and other charges provided for herein and in the Schedule, shall be due and payable by the due date set forth in Our invoice to You. In order to facilitate an orderly transition, including installation and training, and to provide a uniform billing cycle, the start date of this Agreement (the "Effective Date") will be a date after the certification of acceptance of the Equipment, as shown on the first invoice. The payment for this transition period will be based on the base minimum usage payment, prorated on a 30-day calendar month, and will be added to your first monthly Payment. The payments due under a Schedule may include additional copy charges at the “Overage Copy Charge” rate specified in the Schedule for copies in excess of the Monthly Copy Allowance provided in the Schedule. You agree to (a) provide Us or Sharp or its Authorized Dealer by telephone or facsimile with the actual meter readings whenever You are requested to do so, (b) allow Us or Sharp or its Authorized Dealer to attach an automatic meter reading device to the Equipment, which meter reading device You will not remove or alter without approval from Us or Sharp or its Authorized Dealer, and/or (c) give Us or Sharp or its Authorized Dealer access to the Equipment to obtain meter readings or audit the meter reading device. If We or Sharp or its Authorized Dealer request You to provide meter readings and You fail to do so within 7 days of the date of such request, then (i) the number of copies used by You may be estimated by Us or Sharp or its Authorized Dealer and We will invoice You accordingly, and (ii) We will adjust the estimated charge for excess copies upon receipt of actual meter readings. Restrictive endorsements on checks will not be binding on Us. All payments received will be applied to past due amounts and to the current amount due in such order as We determine. Any security deposit or estimated future Governmental Charge (as defined in Section 10 below) that You pay with respect to a Lease is non-interest bearing, may be commingled with Our funds, may be applied by Us at any time to past-due amounts, and the unused portion will be returned to You within 90 days after the end of this Lease. If You fail to pay a properly submitted invoice within thirty (30) days of receipt date, You shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if You declare a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., You shall pay any undisputed portion of said invoice, and will be excused from the prompt payment requirement for the disputed portion pending resolution of the dispute, provided it gives timely notice of such dispute to Us in writing and escalates the matter through the dispute resolution process.

5. RESERVED

6. NO WARRANTIES. We have not made and we hereby disclaim any and all warranties, express or implied, arising by applicable law or otherwise, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. We hereby transfer to You, without recourse to Us, all automatically transferable warranties and the benefit of any indemnities, if any, made to Us by the Vendor(s) of the Equipment. You agree that each Lease is a “finance lease” under the Uniform Commercial Code (the “UCC”) unless otherwise expressly stated in the related Schedule or as provided by law. To the extent permitted by law, You hereby waive any and all rights and remedies conferred upon You under UCC Sections 2A-303 and 2A-508 through 522. You may be entitled under Article 2A of the UCC to the promises and warranties (if any) provided to Us by some or all of the Vendor(s) in connection with or as part of the contracts (if any) by which We acquire Equipment from such Vendor(s). You may contact such Vendor(s) for an accurate and complete statement of those promises and warranties (if any), including any disclaimers and limitations of them or of remedies. If it is determined that any Lease is a lease intended as security and/or the related Schedule grants to You a $1.00 purchase option, then You hereby grant to Us a security interest in the related Equipment and all proceeds thereof. You authorize Us to record UCC financing statements to protect Our interests in the Equipment.

7. DELIVERY, LOCATION, OWNERSHIP, USE, MAINTENANCE OF EQUIPMENT. Sharp or its Authorized Dealer will install (and, with Our prior consent, remove) the Equipment in accordance with Sharp’s or its Authorized Dealer’s service policies. You are responsible for all Equipment maintenance. You shall not remove any Equipment from the Equipment location specified in the related Schedule unless You first get Our permission. You shall give Us access to each Equipment location so that We may inspect the Equipment whether performed prior to or after the Commencement Date of the related Lease. Unless otherwise stated in the related Schedule or as provided by law, We will own and have title to all Equipment (excluding any software) during each Lease. You agree that all Equipment is and shall remain personal property. Without Our prior written consent, You will not permit it to become (i) attached to real property or (ii) subject to any liens or encumbrances. You represent that all Equipment will be used solely for commercial purposes and not for personal, family or household purposes. You shall use all Equipment in accordance with all laws, operation manuals, any service contracts and insurance requirements, and shall not make any permanent alterations to it. At Your cost, You shall keep all Equipment in good working order and warrantable condition, ordinary wear and tear excepted (“Good Condition”).

8. LOSS; DAMAGE; INSURANCE. With respect to each Lease, You shall, at all times during the Initial Term and any Renewal Term, (i) bear the risk of loss and damage to the Equipment, while it is in Your possession, and shall continue performing all Your obligations to Us even if it becomes damaged or suffers a loss, (ii) keep the Equipment insured against all risks of damage and loss (“Property Insurance”) in an amount equal to its original cost and (iii) carry liability insurance covering State officer, employee or agents of the State of Wisconsin while working in the scope of their employment (“Liability Insurance”). You have the choice of satisfying these insurance requirements by providing Us with satisfactory evidence of Property and Liability Insurance (“Insurance Proof”), within 30 days of the Commencement Date of such Lease. You are responsible for the risk of loss or for any destruction of or damage to the Equipment while it is in Your possession. You agree to promptly notify us in writing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in writing, you will pay to us the unpaid balance of this Agreement plus the anticipated purchase price of the Equipment (both discounted at 3%).

9. ASSIGNMENT. You shall not sell, transfer, assign or otherwise encumber (collectively, “Transfer”) this Master Lease or any Schedule, or Transfer or sublease any Equipment, in whole or in part. We may, upon prior written notice to You, Transfer Our interests in any Equipment and/or this Master Lease or any Schedule, in whole or in part, to a third party (“New Owner”), and if so, the New Owner will, to the extent of the Transfer, have all of Our rights, benefits and obligations (if any). You agree not to assert against the New Owner any claim or defense You may have against Us or any predecessor in interest.

10. TAXES AND OTHER FEES. You are responsible for all applicable taxes (including, without limitation, sales tax (if applicable) and personal property taxes, and excluding only taxes based on Our income), levies, assessments, license and registration fees and other governmental charges relating to this Master Lease, each Schedule and/or the related Equipment (collectively “Governmental Charges”) if allowable by law. You also agree to pay Us a fee, in accordance with Our current fee schedule, which may change from time to time, for additional services We provide to You at Your request. You agree that the fees set forth in this Master Agreement may include a profit.

11. SAVINGS CLAUSE. If any amount charged or collected under this Master Lease or any Schedule is greater than the amount allowed by law, including, without limitation, any amount that exceeds applicable usury limits (an “Excess Amount”), then (i) any Excess Amount charged but not yet paid will be waived by Us and (ii) any Excess Amount collected will be refunded to You or applied to any other amount then due hereunder.

12. DEFAULT. Your invoices are subject to a good faith dispute pursuant to section 4 of this Lease Agreement. With respect to each Lease, You will be in default if You (1) fail to pay any properly submitted, undisputed invoice within 45 days of the receipt date, (2) breach or attempt to breach any other term, representation or covenant set forth herein, the related Schedule, (3) die (if You are an individual), go out of business or commence dissolution proceedings, (4) become insolvent, admit Your inability to pay Your debts, make an assignment for the benefit of Your creditors (or enter into a similar arrangement), file (or there is filed against You) a bankruptcy, reorganization or similar proceeding or a proceeding for the appointment of a receiver, trustee or liquidator, or (5) suffer an adverse change in Your financial condition and, as a result thereof or for any other reason, We deem Ourselves insecure. If You default, We may do any or all of the following with respect to the applicable Schedules: (A) cancel the related Lease, (B) require You to return the Equipment pursuant to Section 13 below, (C) take possession of and/or render the Equipment (including any software) unusable, and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or without prior notice or other process of law, (D) require You to pay to Us, on demand, an amount equal to the sum of (i) all payments and other amounts then due and past due, (ii) all remaining payments for the remainder of the then Present Term thereof discounted at a rate of 6% per annum, (iii) Time-Value Interest on the amounts specified in clauses “i”, “ii” and “iii” above from the date of demand to the date paid, and (iv) all other amounts that may thereafter become due hereunder to the extent that We will be obligated to collect and pay such amounts to a third party (such amounts specified in sub-clauses “i” through “iv” referred to below as the “Balance Due”), and/or (E) exercise any other remedy available to Us under law. In the event We are successful in Remarketing the Equipment, We shall give You a credit against the Balance Due in an amount equal to the present value of the proceeds received and to be received from Remarketing minus the above-mentioned costs (the “Net Proceeds”). If the Net Proceeds are less than the Balance Due, You shall be liable for such deficiency. Any delay or failure to enforce Our rights under a Lease shall not constitute a waiver thereof. If We are holding any money belonging to You at any time during a Lease, You agree We may retain and utilize such money to cure any default by You under any Lease. BOTH PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, RESULTING, OR CONSEQUENTIAL DAMAGES.

13. RETURN OF EQUIPMENT. If You are required to return any Equipment pursuant to the terms hereof, You shall, at Our expense, promptly upon demand, send the Equipment to a location(s) designated by Us. The Equipment must be received in Good Condition (as defined in Section 7). If the Equipment is not received within 30 days of the date of demand, You agree to continue paying the scheduled payments and all other amounts due pursuant to the related Schedule until it is received by Us.

14. APPLICABLE LAW; VENUE; JURISDICTION. Each Lease shall be deemed to be performed in the Purchasing Entity State. This Lease shall be governed by the laws of the Purchasing Entity State. All legal actions relating to this Lease shall be filed and adjudicated exclusively in a state or federal court located in the Purchasing Entity State. You hereby agree not to object to such venue, and You consent to personal jurisdiction in such courts. You and We hereby waive Your and Our respective rights to a trial by jury in any legal action. Each provision hereof shall be interpreted to the maximum extent possible to be enforceable under applicable law. If any provision is construed to be unenforceable, such provision shall be ineffective only to the extent of such unenforceability without invalidating the remainder hereof.

15. NON-APPROPRIATION OF FUNDS. You hereby represent, warrant and covenant unto Us that: (a) You intend, subject only to the provisions of this Section 15, to remit to Us all sums due and to become due under each Lease for the full Present Term; (b) Your governing body has appropriated sufficient funds to pay all payments and other amounts due under each Lease during the first fiscal period applicable thereto; (c) You reasonably believe that legally available funds in an amount sufficient to make all payments for the full Present Term of each Lease can be obtained; and (d) You intend to do all things lawfully within Your power to obtain and maintain funds from which payments may be made, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable law. In the event Your governing body fails to appropriate sufficient funds to pay all payments and other amounts due and to become due in Your next fiscal period, You may, subject to the terms hereof, terminate the applicable Lease as of the last day of the fiscal period for which the appropriations were received (an “Event of Non-appropriation”). You agree to deliver notice of an Event of Non-appropriation at least 30 days prior to the end of Your then-current fiscal period, or if an Event of Non-appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non-appropriation and to return the Equipment pursuant to Section 13 above on or before the effective date of termination. You and We understand and intend that Your obligation to pay lease payments and other amounts due under each Lease shall constitute a current expense and shall not in any way be construed to be a debt in contravention of any applicable constitutional or statutory limitations or requirements concerning Your creation of indebtedness, nor shall anything contained herein constitute a pledge of Your general tax revenues, funds or monies.

16. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the other representations, warranties and covenants made by You as set forth in this Master Lease, You hereby represent, warrant and covenant unto Us that: (a) You have the power and authority under applicable law to enter into this Master Lease and each Lease Schedule and the transactions contemplated hereby and thereby and to perform all of Your obligations hereunder and thereunder, (b) You have duly authorized the execution and delivery of this Master Lease and each Lease Schedule by appropriate official action of Your governing body and You have obtained such other authorizations, consents and/or approvals as are necessary to consummate this Master Lease and each Lease Schedule, (c) all legal and other requirements have been met, and procedures have occurred, to render this Master Lease and each Lease Schedule enforceable against You in accordance with their respective terms, and You have complied with such public bidding requirements as may be applicable to this Master Lease and each Lease Schedule and the transactions contemplated hereby and thereby, and (d) You or any other person who you control, own a controlling interest in, or who owns a controlling interest in or otherwise controls You in any manner are and will remain off of any sanction-related list of designated persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control of successor or the U.S. Department of State. You hereby acknowledge that each of the representations, warranties and covenants made by You in Section 15 and 16 and elsewhere in this Master Lease are being materially relied upon by Us in purchasing the Equipment and entering into each Lease Schedule.

17. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT: To help the United States fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your legal name, address, Tax ID#, and other information that will allow us to identify you. We may also ask for copies of certified articles of organization, an unexpired government issued business license, a partnership agreement or other documents that indicate the existence and standing of the entity.

DO NOT SIGN THIS CONTRACT BEFORE YOU READ AND UNDERSTAND IT.

PLEASE SEEK LEGAL COUNSEL BEFORE SIGNING IF YOU HAVE QUESTIONS.

Customer:

Accepted by Lessor: ______________________ (to be filled in by Lessor)

By: X

Date: ____ / ____ / ___

By:

Print name:

Title:

Acceptance Date: _____ / _____ / _____ (to be filled in by Lessor)

USA-SEC-2023-SIICA-155288 v.2023.04.11 image1.jpeg image2.emf

Attachment 2 - Sharp Maintenance Agreement FINAL 7.22.24.docx

MAINTENANCE AGREEMENT TERMS AND CONDITIONS

1.

Sharp Electronics Corporation

100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • e-mail: SIICAmktg@sharpsec.com • www.sharpusa.com

Sharp Electronics Corporation

100 Paragon Drive • Montvale, New Jersey 07645 • (201) 529-8200 • e-mail: SIICAmktg@sharpsec.com • www.sharpusa.com

2.

3. MAINTENANCE AGREEMENT

During the term hereof Sharp will arrange for a designated Sharp Authorized Service Provider to repair or replace, in accordance with the terms and conditions of this Agreement, any part of the Equipment that causes the Equipment to not perform in accordance with published operating specifications under operating conditions of normal wear and tear.

Equipment eligible for coverage under this Agreement, and added under separate schedules from time to time, must be currently under warranty or to be renewed under a current Maintenance Agreement with the Authorized Service Provider. Equipment that is not under warranty or a renewal of an existing Maintenance Agreement will be subject to inspection and repair to manufacturer operating specifications prior to acceptance under this Agreement. Equipment over five (5) years old may be subject to decline for acceptance under this Agreement or for coverage at additional charge, per the terms and conditions in the NASPO ValuePoint Master Agreement (“Master Agreement”). Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used; all parts removed due to replacement will become the property of the Authorized Service Provider. Maintenance services provided by the Authorized Service Provider under this Agreement do not include the following:

a) repairs resulting from accident or misuse by the Customer (including without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications).

b) repairs made necessary by service performed by person(s) other than the Dealer.

c) additional service calls or work that the Customer requests to be performed outside regular business hours.

d) removal, rebuilding or remanufacturing of the equipment.

e) provision or replacement of consumable supplies such as paper, toner, developer or staples (unless included on the front side of this Agreement).

4. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts (“Maintenance”) as required by normal use of the equipment identified on the front page of this Agreement (“Equipment”).

Authorized Service Provider may charge for excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order and shall be based on the actual expenditures of Authorized Service Provider. Service necessary to repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard paper or substandard supplies, other causes beyond the control of Authorized Service Provider or such causes which would void the Equipment’s warranty are not covered by this Agreement. Any such repairs identified in the proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement. In addition, Authorized Service Provider may terminate this Agreement if the equipment is modified, damaged, altered or serviced by personnel other than the Authorized Service Provider Personnel, or if parts, accessories, or components not meeting machine specifications are added to the Equipment by personnel other than an Authorized Service Provider. Maintenance shall not cover charges for repairs needed as a result of Customer or third-party modifications to software or hardware. Authorized Service Provider reserves the right to assess additional charges to resolve complex integration issues where the modifications were not initially provided by an Authorized Service Provider. Any additional charges to resolve complex integration issues must be quoted to the Purchasing Entity prior to the signature of any Order,and shall be based on the actual expenditures of Contractor or Authorized Dealer.

5. MAINTENANCE VISITS Maintenance services as described in Paragraph 1 hereof will be provided at the Customer's place of business where the Equipment is located, indicated on the Schedule attached, Monday through Friday except State Observed Holidays during the hours 9:00 AM to 5:00 PM. Preventative maintenance for the Equipment will be provided as determined by the Authorized Service Provider and Customer.

Remedial maintenance will be provided after notification by the Customer that the Equipment is inoperative. The Response Time (as defined in section 1.58 of the Master Agreement) for urban service calls is an average of four (4) hours. Calls for outlying areas (60 to 120 miles from Authorized Service Provider) will be responded to within one business day. Maintenance visits requested for State Observed Holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to Authorized Service Provider’s standard overtime rates in effect at the time of the Maintenance visit. If there is not an actual cost provided for the Authorized Service Provider’s standard overtime rate in the Master Agreement Price List that applies to the requested Maintenance visit, a quote must be issued to the Purchasing Entity for the overtime rates in effect. Pricing is subject to negotiation and must be mutually agreed upon by both parties prior to the Maintenance visit occurring. Maintenance visits occurring without prior mutual agreement of the price shall be provided to the Purchasing Entity free of charge. Authorized Service Provider will not connect, disconnect, repair or otherwise service non-Sharp approved attachments, components or accessories. Customer is responsible for disconnecting and reconnecting non-Sharp approved attachments, components or accessories. Maintenance performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below. Authorized Service Provider reserves the right to exchange unit in certain situations rather than service on site if mutually agreed upon with the Purchasing Entity.

6. REPAIR AND REPLACEMENT OF PARTS All parts necessary to the operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage, will be furnished free of charge during a service call.

7. MAJOR REPAIRS, REPLACEMENT, AND UPGRADES Repairs and/or services that fall outside the scope of this Agreement will be billed at the rates outlined in the Master Agreement, with prior authorization. This includes but is not limited to abuse/misuse, alteration or modification, 3rd party interference, use of non- standard supplies, usage beyond recommended operating parameters, theft, neglect, fire, water, casualty or other natural force. Failure to authorize repair and/or services may result in suspension or termination of this Agreement.

Addition or Removal of Equipment: Customer is required to notify Authorized Service Provider of any equipment changes or disposition (i.e. physically moved or removed for retirement purposes, etc.). For both additions and deletions to the Equipment, Customer must submit a configuration report generated from the printer to Authorized Service Provider upon request.

8. USE OF SUPPLIES Customer is obligated to use Authorized Sharp approved supplies under this Agreement. If, however, the Customer uses other than Sharp approved supplies (other than paper and staples) and such supplies result, in Authorized Service Provider’s reasonable judgment, additional Maintenance, then Authorized Service Provider may, at its option, terminate this Agreement. If Authorized Service Provider terminates this Agreement, Authorized Service Provider may make service available on a “Per Call” basis based upon Authorized Service Provider’s standard rates in effect at the time of service. If there is not an actual cost provided for the standard rate in the Master Agreement Price List that applies to the requested service, a quote must be issued to the Purchasing Entity for the standard rate in effect. Pricing is subject to negotiation and must be mutually agreed upon by both parties prior to the service occurring. Services occurring without prior mutual agreement of the price shall be provided to the Purchasing Entity free of charge.

9. SUPPLIES Consumable Supplies: If a supplies inclusive option is selected, Authorized Service Provider will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples or paper. The consumable supplies provided are intended to be used exclusively in the covered Equipment. Customer bears the risk of loss of unused supplies in the event of theft, employee misconduct, fire or other mishap, while the supplies are in the customer’s possession.

10. PLACEMENT AND ELECTRICAL REQUIREMENTS Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer’s requirements including space, power, network, temperature and humidity. In order to ensure optimum performance of the Equipment, Customer must comply with all Sharp required electrical specifications, including but not limited to use of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations.

11. INSTALLATION Physical installation, removal of packing material and initial setup of Equipment will be performed by Authorized Service Provider using default configuration settings at the location specified by Customer. Application of custom settings can be requested prior to installation.

12. METER READINGS Customer is obligated to provide meter reading(s) in a timely manner upon request. If the Customer fails or refuses to provide the meter reading in a timely manner, Authorized Service Provider may estimate the meter based upon historical meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading. Once the actual meter read is then provided by Customer, Authorized Service Provider shall credit the customer for any estimated meter reads that exceeded the actual meter count.

13. TERM This Agreement shall become effective upon Authorized Service Provider’s receipt from Customer of the initial maintenance charge, as set forth on the first page of this Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the “Start Date” portion of the first page of this Agreement. The term of this Agreement shall be as specified on the face page of this Agreement. For leased Equipment, the term of the Maintenance Agreement therefor shall be equal to the term of the lease. For purchased Equipment, the term of the Maintenance Agreement shall be as specified on the related Order. Maintenance Agreements shall not be subject to automatic renewal; if you desire to renew a Maintenance Agreement, the pricing during the renewal term shall be as determined pursuant to the Master Agreement.

In the event that Customer reaches or exceeds the allowance, as specified on the first page of this Agreement, prior to the expiration of the initial term, or any renewal term under this Agreement, Customer hereby agrees to pay Authorized Service Provider the excess meter rate at the rate established in the Master Agreement Price List, as outlined in the Master Agreement at the time this Maintenance Agreement was executed.

14. EVENT OF DEFAULT AND TERMINATION The Customer’s failure to pay any amount due under this Agreement in accordance with Participating Addendum no. 505ENT-M25-MFDCOPIER-03, or breach of any other obligation herein shall constitute an Event of Default. Upon an Event of Default, Authorized Service Provider may, in its discretion take any one or more of the following actions: (i) cease performing all Maintenance or any other services under this Agreement; (ii) furnish Maintenance or service upon a prepaid, “Per Call” basis at a mutually agreement upon price if an actual price is not provided in the Master Agreement Price List; and/or (iii) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to Authorized Service Provider within (10) ten days of the expiration or termination of this Agreement. Customer, upon payment of all such amounts due, shall thereafter have no further liability or obligation to Authorized Service Provider whatsoever for any further fees or expenses arising hereunder.

15. ENTIRE AGREEMENT The foregoing terms and conditions and those contained in the Master Agreement, as well as the Master Agreement price lists described herein constitute the entire agreement between Authorized Service Provider and Customer with respect to its subject, in addition to additional terms and conditions in the Participating Addendum no. 505ENT-M25-MFDCOPIER-03, and the Customer's purchase orders. All other prior agreements, proposals, and understandings with respect to the subject matter of this Agreement are merged herein, and there are no promises, terms, conditions or obligations with respect thereto other than those contained herein. This Agreement may be amended only by written instrument executed by both parties.

16. ASSIGNMENT This Agreement is not assignable. Any attempt to assign or transfer rights, duties or obligations hereof is void.

17. COUNTERPARTS AND ELECTRONIC SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart. A faxed or electronic signature of this Agreement bearing authorized signatures may be treated as an original.

18. GOVERNING LAW This agreement shall be governed by, and construed according to, the domestic laws of the state in which the equipment is located.

19. LIMITATION OF LIABILITY To the extent permitted by Law, in no event shall Authorized Service Provider be liable to Customer for any special, incidental, consequential, or indirect damages, loss of business profits, business interruption, loss of business information arising out of the inability to use the Equipment. The Customer acknowledges that the Maintenance provided by Authorized Service Provider is for the mechanical maintenance of the Equipment only, and that this Agreement does not cover any software, networking or any other connectivity or functionality maintenance, services, or support.

20. FORCE MAJEURE Authorized Service Provider shall not be liable to Customer for any failure or delay caused by events beyond Authorized Service Provider‘s control, including, without limitation, Customer’s failure to furnish necessary information; sabotage; failure or delays in transportation or communication; boycotts; embargoes; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood; earthquake; explosion; acts of the public enemy; war; insurrection; riot; public disorder; epidemic; quarantine restrictions; acts of God; acts of any government or any quasi-governmental authority, instrumentality or agency.

21. Reserved.

22. MISCELLANEOUS Customer is advised to contact Authorized Service Provider prior to updating or changing any application software or operating system. Additional loading of other drivers, utilities, security updates, anti-virus, or other programs to existing workstations/servers that causes Authorized Service Provider supported products to malfunction is not covered under this Agreement and will be billed at the current hourly rate. If there is not an actual cost provided for the hourly rate in the Master Agreement Price List that applies to the requested service, a quote must be issued to the Purchasing Entity for the hourly rate in effect. Pricing is subject to negotiation and must be mutually agreed upon by both parties prior to the service occurring. Services occurring without prior mutual agreement of the price shall be provided to the Purchasing Entity free of charge. It is the responsibility of the client to perform all necessary backups on the PC or Network prior to any installation or update. Authorized Service Provider bears no responsibility for any damages, data or productivity loss from said PC or Network Devices. Derivative Works: Customer shall not (i) modify, copy or create derivative works based on any Authorized Service Provider Software: (ii) frame or mirror any content forming part of the Software or Services, other than on Customer’s own intranets or otherwise for its own internal business purposes; (iii) reverse engineer the Authorized Service Provider Software. Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues.

23. LEGACY EQUIPMENT For Legacy Equipment which is not previously under a continuous maintenance agreement, Authorized Service Provider may need to confirm the Equipment is in good working condition before establishing a Maintenance Agreement. Equipment inspection may be required to bring the Equipment to proper operating standards. The labor and parts associated will be billed based upon the pricing provided in the Master Agreement Price List. If the Master Agreement Price List does not provide an actual cost, a quote which will be provided to the Customer for approval before work begins. Maintenance rates for equipment will not exceed the Master Agreement pricing. If work commences prior to mutual agreement of the price by both parties, labor and parts shall be provided to the Purchasing Entity free of charge.

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505ENT-M25-MFDCOPIER-03.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Master Agreement #: 188627

Contractor: SHARP ELECTRONICS CORPORATION

Participating Entity: STATE OF WISCONSIN

Participating Addendum Number: 505ENT-M25-MFDCOPIER-03

The following Products and Services are included in this contract portfolio:

• Group A – MFD, A3

• Group B – MFD, A4

• Group D – Single-function Printers

• Group F – Scanners

• Group G – Software

• Group H – Consumable Supplies

• Group I - Managed Print Services (MPS)

• Sub-Group G1 – Software Related Services

• Sub-Group D1 – Specialty Printers

• Accessories for Discontinued Base Units

• Maintenance Services for new, remanufactured, refurbished, and legacy devices

Master Agreement Terms and Conditions:

1. Term: This Participating Addendum is effective as of the date of the last signature below or

August 1, 2024, whichever is later, and will terminate, renew, and extend upon termination, renewal, or extension of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

2. Scope: This addendum covers the Multi-Function Devices and Related Software, Software and Cloud Solutions portfolio led by the State of Colorado, for use by state agencies and other government entities located in the State of Wisconsin, the Participating State authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official.

This Participation Addendum includes the entire scope of Products and Services available through the Master Agreement except the following:

(a) Group I – Managed Print Services

(b) Not Specifically Priced Open Market Items

(c) Stand-alone software purchases are limited to software listed in the Master

Agreement Price List(s) for equipment that was purchased through this Participating Addendum or participating addendum no. 505ENT-M20-MFDCOPIER-03.

Docusign Envelope ID: D501D019-8226-4FA4-96C2-46D1B7DF8365

(d) Software installation, integration and support Services shall be limited to the software listed on the Master Agreement Price List(s). Such Services shall only be provided on equipment that was purchased through this Participating Addendum or participating addendum no. 505ENT-M20-MFDCOPIER-03.

(e) Any Software installation and integration Services in excess of $50,000 must be approved in writing by the State of Wisconsin Department of Administration.

(f) The following vendors and/or software are prohibited from being provided to any Purchasing Entity:

• TikTok

• Huawei Technologies

• ZTE Corp

• Hytera Communications Corporation

• Hangzhou Hikvision Digital Technology Company

• Dahua Technology Company

• Tencent Holdings, including but not limited to:

o Tencent QQ o QQ Wallet o WeChat

• Alibaba products, including but not limited to:

o AliPay

• Kaspersky Lab

If a Purchasing Entity wants a scope exclusion item to be reconsidered, they may contact the Participating Entity contract manager.

3. Participation: This NASPO ValuePoint Master Agreement may be used by all state agencies, institutions of higher education, political subdivisions and other entities (including cooperatives) authorized to use statewide contracts in the State of Wisconsin. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

4. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

Contractor Name: Lucy Jarvis

Address: 100 Paragon Drive, Montvale, NJ 07645

Telephone: 201-529-6315

Email: jarvisl@sharpsec.com

Participating Entity

Name: Hallee Kox

Address:

Wisconsin Department of Administration 101 E Wilson Street P.O. Box 7867 Madison, WI 53707

Telephone: 608-266-7554

Fax: 608-267-0600

Email: Hallee.Kox@wisconsin.gov

5. Participating Entity Modifications or Additions to The Master Agreement: Modifications or additions apply only to actions and relationships within the Participating Entity.

Participating Entity must check one of the boxes below.

[ ] No changes to the terms and conditions of the Master Agreement are required.

[X] The following changes are modifying or supplementing the Master Agreement terms and conditions.

5.1 Definitions: For purposes of this Participating Addendum, the following terms shall have the meanings defined below. Any other capitalized terms not otherwise defined in this Participating Addendum shall have the meaning given within the Master Agreement and Request for Proposal.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the State or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-public information related to the State’s employees, customers, technology (including data bases,…