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Canon Citywide Copier Lease-5280-Award/Ordinance/Pricing (2)DENTON City of Denton Contract # 5280 Copier Fleet Canon USA, Inc. Contract # 5280 Contractor Proposal and Pricing Canon CANON SOLUTIONS AMERICA July 1, 2013 Dear Mr. Brock, Exhibit 2 Canon Solutions America, Inc. 860 West Airport Freeway, 200 Hurst, TX 76054 Phone: 800.815.4000 www.csa.canon.com Please find included in this letter the requested pricing along with the device configuration list for the City of Denton. With DIR you only need a PO or a Customer Letterhead referencing the DIR- SDD-1662 contract. All the necessary information pertaining to this DIR lease will be on the issued PO or Customer Letterhead from your city. The PO or Customer Letterhead will need to contain the following: 1. Canon U.S.A Ins. c/o Canon Financial Services 14904 Collections Center Drive Chicago, IL 60693 2. Contract number DIR-SDD-1662 3. Customer bill to address and ship to addresses 4. Contact Name and phone number 5. Equipment by Line Items and Price (you can reference a list we will provide you prior to issuing your PO) 6. Service (180,000 B&W copies included per month-Aggregate Billing-this information will also be on the list we will provide you to reference) 7. Customer Signature Please find the pricing for the City of Denton listed below for monthly, annually, and 36 month terms. Canon Solutions America Pricin~ For City of Denton Pricing: Equipment: $6,492.00 Maintenance: $1 ,224.00 Hard Drive Security: $161.00 TOTAL MONTHLY : $7,877.00 ANNUAL: $94 ,524.00 36-MONTH $283 ,572.00 Overage Rate $0.0068 Notes: Each device with stapling Includes 20 ,000 staples (40 devices with stapling X 20,000 = 800,000 staples included) A Canon U.S.A. Company Listed below are the proposed devices along with the configurations for each. Also please see attached Excel sheet labeled "City of Denton-Copier List FINAL 6 25 2013.xls". This Excel sheet provides locations, individual pricing, and configurations for the proposed devices as requested. Addendum A: Item Number : Model/Part #: Base : 25838001 1025N Average Volume Month: 500 Quantity: 1 Base: 25868001 1025iF Average Volume Month: 500 Quantity : 1 Base: 28348002 2525 Accessories: 28408002 DADF 46258001 Cabinet 28628002 Color Send Average Volume Month: 500 Quantity: 14 Base: 28348002 2525 Accessories: 28408002 DADF 46258001 Cabinet 28588002 Fax Board 28628002 Color Send Average Volume Month: 500 Quantity: 1 Base: 28358001 2530 Accessories : 28408002 DADF 46258001 Cabinet 28628002 Color Send Option(s): 28418001 Inner Finisher Average Volume Month: 500 Quantity: 7 Base: 48048003 4025 Accessories : 48058002 DADF 65438001 Cabinet Inner Finisher w/ 2/3 48088002 Hole 40028002 HD Erase Kit Average Volume Month: 1,000 Quantity: 2 Base: 48048003 4025 Accessories: 48058002 DADF A Canon U.S.A. Company 37558001 Casse tte Inner Finisher w/ 2/3 48088002 Hole 40028002 HD Erase Kit Average Volume Month: 1 ,000 Quantity: 1 . Base : 48038003 4035 Accessories: 48058002 DADF 37558001 Cassette Inner Finisher w/ 2/3 48088002 Hole 40028002 HD Erase Kit Average Volume Month: 2 000 Quantity: 10 Base: 48038003 4035 Accessories: 48058002 DADF 65438001 Cabinet Inner Finisher w/2/3 48088002 Hole 40028002 HD Erase Kit Average Volume Month: 2.000 Quantity: 6 Base: 48028003 4045 Accessories: 37558001 Cassette Inner Finisher w/2/3 48088002 Hole 40028002 HD Erase Kit Average Volume Month: 3,000 Quantity : 4 Base: 48028003 4045 Accessories: 65438001 Cabinet Inner Finisher w/ 2/3 48088002 Hole 40028002 HD Erase Kit Average Volume Month: 3 ,000 Quantity: 1 Base: 48018003 4051 Accessories: 37558001 Cassette Inner Finisher w/ 2/3 48088002 Hole 40028002 HD Erase Kit Average Volume Month: 4,000 Quantity: 3 Base: 48018003 4051 A Canon U.S.A. Company Signature on File # Building Contact 1 North Lakes 2 Service Center MarK Swinscoe 3 Airport Julie Mullins 4 Animal Services Woody Wilson 5 Annex Jannibah Coleman 6 City Han Melanie Beard 7 City Hall East Cay McSpedden 8 City Hall East Dianna Gandee 9 City Han East Kathy Dietz 1 0 City Hall East Kathy Dietz 11 M L K Bobby Givens 12 Pofice/Conf . Kathy Dietz 13 Senior Center Jeff Gilbert 14 Service Center Jennifer T yler 15 Service Center Sarah Lollar 16 Service Center Karen Gill 17 Spencer KristyOdom 18 Traffic Control Carol Roberts 19 Water Prod Plant Fran Preheim 20 Waler Prod Plant Fr a n Pr?heim 21 City Hall Robin Myles 22 City Hall Charfeta Gilbreath 23 City Hall Tonya Williams 24 City Hall West Glenda Gailliard 25 City Hall East Linda Barrett 26 City Hall East Toby May 27 City Han East Dianna Gandee 28 City Hall East Diena Flores 29 City Hall East D iena Flores 30 City Han East Kathy D ietz 31 City Hall East Kathy Dietz 32 City HaD East K athy Dietz 33 Civic Center Jane Riddle 34 Fac. Mgmt. Dawn Wilson 35 Fire Central Dinora Velasquez 36 Fleet Services Diane Simington 37 Library/SB Stacy Sizemore 38 Library/SB Fred Kamman 39 Service Center Sarah Lollar 40 Service Center Lisa Knoll 41 Service Center Lisa Knoll 42 Water Rec. Lab Monica Benavides 43 Water WorKs Park Caroline Seward 44 City Hall East Julie Leaf 45 City Hall East Kathy Dietz 46 City Hall West Sandy Lawson 47 librarv/SB Cynthia Carter 48 Library/SB Stacy Sizemore 49 Solid Waste Brandi NeaVLana Wyfie 50 City Hall Jane Richardson 51 Library/SB Cynthia Carter 52 Service Center Kelly Smith 53 Electr i c · Elizabeth Bell 55) Spencer Elizabeth Bell I I •would like stapling feature on a//. Location/Division North Lakes Warehouse Airport An l m ·a l Services KDB AccO\mtina Court/Jury Rm Cust Svc/Ca sh Area Police/Dispatch Police/Jail MLK Rec Center Police/Confidential Senior Center ParKs/Maintenance Water Field Svc WateJ/Me\er Substation (loaner unit) Traffic Control Water Production Ray Roberts Finance Legal Utiliti es Admin Bld g. Insp. Code Enf Court/Cl erks Cust Svc/File Rm HR/Front Desk H R/Non Br eak Area Poloqe/CID Police/Records Po l i ce/Report WritinQ Civic Center Fac Mat/Front Fire Admin Flee t Library North Branch Library South Branch St ree t s Svc Center/Utilities/BacK Svc Center/Utl~l as Waler Rec. Plant Water WorKs Park Parks Po~caAdmin Plann i ng Library EF Ubrarv North Branch Solid Waste CMOICity Manaaer L)braryEF Purchatlng Electric (new bldg ) Electric Admin City of Denton Walk-up City Copiers FY 12·13 Street Address 2{)01 W. Windsor Dr . 901 Texas St 5000 Airport Rd 300 S Woodrow Ln 1117 R i ney Rd 215 E McKmney 60 1 E HicKory 601 E Hickory 60 1 E H i ckory 60 1 E H i ckory 1300 Wilson St 601 E H l ckory 509 N. Bell 901 Texas St 90 1 A Texas st . 901 A Te~a.s st . 1701 B Spencer 901 Texas St 1708 Spencer Rd 9401 l aKe Ray Roberts Dam Rd. (Aubrey) 21.5 E McKinney 215 E McKinney 215 E McKinney 221 N Elm St 60 1 E Hickory 60 1 E Hick ory 601 E HicKory 601 E HicKory 601 E Hick or y 601 E H lc Kory 601 E Hi cKory 601 E H lckory 321 E McKinney 604 E H i ckory 332 E Hf ckol}' 804Tsxas St. 502 Oakland St 502 Oakland St 901 A Texas St. 901 Texas St 901 Texas St 1100 S Mayhill Rd 2400 L ong Rd 601 E Hickory 601 E Hickory 221 N Elm St 3020 N . Locust Sl 3020 N. Locust Sl 170/l. Spencer Rd 21 5 E McKinney 3228 Teasley Lane 9018 T exas St 1701 B Spencer • : ,. 190 1 TIOO!s St TOTAL I II"' Annual Address Model Speed Copies Mo. Avg 1600 16 14 878 1 ,240 1600 16 6,882 574 2000 20 6,416 635 2000 2.0 13,166 1 ,097 2000 20 3 ,500 292 2000 20 14 ,269 1,189 2000 20 4,228 352 2000 20 13,664 1 ,139 2000 20 13 ,298 1 ,108 2000 20 52 ,596 4 383 2000 20 16,154 1,346 2000 20 16 ,721 1 ,393 2000 20 46,347 3 ,862 2000 20 6 ,958 580 2000 20 28,086 2,341 2000 20 12.247 1.021 6001 20 17 ,137 3 ,427 2000 20 9 ,728 811 2000 20 8,136 678 2000 20 8 ,136 678 3350 33 54 ,387 4 ,532 3350 33 126,889 10,574 3350 33 21,605 1,800 3350 33 59 .203 4 ,934 3350 33 44,412 3,701 3350 33 46.523 3,877 3350 33 19 ,903 1 ,659 3350 33 49 ,043 4 ,087 3350 33 73,973 6,164 3350 33 58.416 4,868 3350 33 102 ,415 8 ,535 3350 33 -40,525 3,377 3350 33 75,568 6,297 3350 33 20 ,035 1,670 3350 33 53 ,777 4 ,481 3350 33 63,964 5,330 3350 33 19 ,621 1 ,635 3350 33 25 ,003 2 ,084 3350 33 20,206 1,684 3350 33 36 ,976 3 081 3350 33 76,738 6 ,395 3350 33 22,580 1 ,882 3350 33 28.941 2,412 4000 40 62 ,215 5 ,185 4000 40 1 11430 9 ,286 4000 40 93,341 7,778 4000 40 20 ,353 1 ,696 4000 40 15 ,047 1 ,254 4000 40 25 ,007 2,084 5000 50 152,074 12 ,673 4000 so 48 .037 4,003 sooa SO' 52 ,009 4 ,334 6000 60 4 ,399 367 . .. .. . I I sooo I 60 26 ,1 1 5 2 ,176 I I 1 2.067,676 174.306 1 Networ ked X X X X X X X X X X X X X X X X Primary Contact: Tonya Demerson tonya.demerson@cityofdenton.com 1Aaao (940) 349-8129 Sfax 9401 349-823 jl"'nnu Staple 3Hole Tray Scan Fax X X X X X X X X X X X X X X X X X X X X X )( X X X X X X X X X X X X X X X X X X X X X X X X )( X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X ~ X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X I 7/1/2013 Canon Solutions America Pricing For City of Denton 6/24/2013 Pricing: Equipment: $6,492.00 Maintenance: $1,224.00 Hard Drive Security: $161.00 TOTAL MONTHLY: $7,877.00 ANNUAL: $94,524.00 36-MONTH $283,572.00 Overage Rate $0.0068 Notes: Each device with stapling includes 20,000 staples (40 devices with stapling X 20,000 = 800,000 staples included) Contract # 5280 Terms and Conditions Per DIR-SDD-1662 Exhibit 3 Contract Details Home Co-op Contracts Texas.gov Security Data Center < Return to search results < Return to Main Search Canon U.S.A., Inc. URL Vendor Website VendoriD 1132561772501 HUB Type Non HUB Canon U.S.A., Inc. Contact Michael Wright Phone (972) 409-7927 Fax 972-409-7934 Contract Overview DIR Contract Number DIR-SDD-1562 Contract Term End Date 5/5/2014 Contract Exp Date 5/5/2015 DIR Contact John Besser Phone (512) 936-5432 Fax (512) 475-4759 DIR maintains a default administrative fee of .50 percent. In some cases, the fee may be as low as .25 percent. Get Adobe Reader Contract: DIR-SDQ-1662 Standard Terms and Conditions PDF-292 KB This appendix contains the standard DIR Terms and Conditions for the contract as of the date identified. Any Initial exceptions to these Terms will be contained In the original contract. All subsequent changes or updates to the Terms and Conditions will be reflected In contract amendments. HUB Subcontracting Plan fHSPl PDF~ 401 KB J Updated 05/12/2011 The purpose of the HUB Program Is to promote full and equal business opportunities for all businesses In State contracting In accordance with the goals speclfled In the State of Texas Disparity Study. The HSP Identifies all authorized resellers and/or all subcontractors performing services. Pricing PDF-60 KB I Updated 05/12/2011 Pricing for available products and/or services under this contract are limited to those Identified In the appendix. Electronic and Information Resources (EIR) Accessibility Information regarding Electronic and Information Resources (EIR) accessibility of this vendor's offerings Is Included In the contract. Agencies purchasing products or services are http:/ /·www .dir .state. tx. us/ict!contracts/Pages/Details.asox?dir contract numbet= D IR -SD ... Page 1 ofl f Search B Telecom Ho~ 2 . 3. Avail a Canon 6/13/2013 Appendix A Standard Terms and Conditions Fo1· Product and Related Services Contracts Table of Contents 1. Contract Scope ................................................................................ ·-· ..................................... 1 2. No Quantity Guarantees ......................................................................................................... 1 . 3. Definitions .............................................. : ............................................................................... 1 4. General Provisions ................................................................................................................. 2 A. Entire Agreement .......................................................................................................... 2 B. Modification of Contract Terms and/or Amendments .................................................. 2 C. Invalid Term or Condition ............................................................................................ 2 D. Ass i gnm e nt ................................................................................................................... 3 E. Survival ......................................................................................................................... 3 F. Choice of Law ............................................................................................................... 3 G. Limitation of Authority ................................................................................................. 3 .. 5. Product Terms and Conditions ....................... : ........................................................................ 3 A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) ............................................................................... 3 B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) ............................................................................................................................. 4 6. Contract Fulfilhnent and Promotion ...................................................................................... 4 A. Service, Sales and Support of the Contract ................................................................... 4 B. Use of Order Fulfillers .................................................................................................. 4 1) Designation. of Order Fulfillers ............................................................................... 4 2) Changes in Order Fulfiller List.. ............................................................................. 5 3) Order Fulfiller Pricing to Customer ........................................................................ 5 C. Product Warranty and Return Policies .......................................................................... 5 D. Customer Site Preparation ............................................................................................ 5 E. Internet Access to Contract and Pricing Information ................................................... 6 1) Vendor Website ...................................................................................................... 6 2) Accurate and Timely Contract Information .... : ....................................................... 6 3) Website Compliance Checks ................................................................................... 6 4) Website ·Changes ..................................................................................................... 6 5) Use of Access Data Prohibited ............................................................................... 6 6) Responsibility for Content ...................................................................................... 6 F. DIR Logo ...................................................................................................................... 7 G. Vendor and Order Fulfiller Logo .................................................................................. 7 H. Trade Sho\v Patiicipation .............................................................................................. 7 I. Orientation Meeting ....................................................................................................... 7 J. Performance Review Meetings ..................................................................................... 7 K. DIR Cost Avoidance .............................................................................. , ...................... 7 . 01/24/11 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 7. Purchase Orders, Invoices, and Payments ............................................................................. 8 A. Purchase Orders ............................................................................................................ 8 B. Invoices .......................................................................................................................... 8 C. Payments ....................................................................................................................... 8 8. Contract Administration ......................................................................................................... 8 A. Contract Ad1ninistrators ................................................................................................ 8 1) State Contract Administrator .................................................................................. 8 2) Vendor Contract Administrator .............................................................................. 8 B. Repotiing and Administrative Fees .............................................................................. 9 1) Reporting Responsibility ........................................................................................ 9 2) Detailed Monthly Report ...................... , ................................................................. 9 3) Historically Underutilized Businesses ·Subcontract Repo1is ................................... 9 4) DIR Administrative Fee .......................................................................................... 9 5) Accmate and Timely Submission ofReports ....................................................... 10 C. Records and Audit ....................................................................................................... 10 D. Contract Administration Notification ......................................................................... 11 9. Vendor Responsibilities ....................................................................................................... 11 A. Indemnification ....... ; ................................................................................................... 11 B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE ........................ 12 C. Vendor Certifications ................................................................................................... 13 D. Ability to Conduct Business in Texas ......................................................................... 14 E. Equal Oppotiunity Compliance . .' ................................................................................ 14 F. Use of Subcontractors ....................................................................................... : ......... 15 G. Responsibility for Actions .......................................................................................... 15 H. Confidentiality ............................................................................................................ 15 I. Secudty of Premises, Eqt1ipment, Data and Personnel.. ............................................. 15 J. Background and/or Criminal History Investigation .................................................... 16 K. Limitation ofLiability ................................................................................................. 16 L. Overcharges ................................................................................................................ 16 l.Vf. Prohibited Conduct ..................................................................................................... 16 N. 0. P. Q. R. s. Required Insurance Coverage ..................................................................................... 16 Use of State Property .................................................................................................. 17 Immigration ................................................................................................................. 18 Public Disclosure ................................................. : ...................................................... 18 Product and/or Services Substitutions ........................................ : ............................... 18 Secure Erasure of Hard Disk Products and/or Services ................................. : ............ 18 1 0. Contract Enforcement ............................................................................................. : ............ 18 A. Enforcement of Contract and Dispute Resolution ...................................................... 18 B . Termination ................................................................................................................. 19 1) Termination for Non-Appropriation ......................... · ............................................ 19 2) Absolute Right ...................................................................................................... 19 3) Termination for Convenience ............................................................................... 19 01/24/11 ii Appendix A Standard Terms and Conditions For Product and Related Services Contracts 4) Termination for Cause .......................................................................................... 19 a) Contract ........................................................................................................... 19 b) Purchase Order ................................................................................................ 20 5) Customer Rights Under Termination .................................................................... 20 6) Vendor or Order Fulfiller Rights Under Termination ........................................... 20 C. Force Majeure .............................................................................................. : ............... 20 11. Notification ........................................... : .............................................................................. 20 A. Notices .... ; ................................................................................................................... 20 B. Handling ofWritten Complaints ........................................................................ , ........ 21 12. Captions ...... : ........................................................................................................................ 21 01124/11 iii Appendix A Standard Terms and Conditions For Product and Related Services Contracts The following terms and conditions shall govem the conduct ofDIR and Vendor dul'ing the term ofthe Contract. 1. Contract Scope The Vendor shall provide the products and related services specified in Section 3 of the Contract for purchase by Customers. In addition, DIR and Vendor may agree to pmvisions that allow Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in Section 3. 2. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain products and related services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity m· dollar amount of products and related services wi11 be procl.1red through the Contract. 3. Definitions A. Customer " any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Codeto mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners ofthe Alliance Office ofthe·Agency for International Development; 4) A group, including a faith"based group, that enters into a financial or non-financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that pl'Ovides free legal services fot· low-income hol.Iseholds in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affot'dable housing. 01/24/11 Page 1 of 21 Appendix A Standard Terms and Conditions For Prod.u.ct and Related Services Contracts B. Compliance Check-an audit of Vendor's compliance with the Contract performed either by a third party auditor or Dill.. contract management staff. C. Contract -the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA-refers to the Texas Comptroller of Public Accounts. E. Day-shall mean business; days, Monday through Friday, except for State and Federal holidays. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller -the patiy, either Vendor or a party that may be designated by Vendor, who is fulfilling a Purchase Order pmsuant to the Contract. G. Purchase Order-the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Pmchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). R State -refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and/or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. T~e Contract may only be modified or amended upon mutual written agreement ofDIR and Vendor. 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Pw·chase Ordet· and given effect. No additional term or condition added in a Purchase Order issued by a Customer can weaken a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder w!ll have no force and effect. In the event of a conflict between a Customer's Put·chase Order and the Contract, the Contract term shall control. .C. Invalid Term or Condition 01/24/11 1) To the extent any tetm or . condition in the Contract conflicts with the applicable Texas and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warl'anties regarding the enforceability of such term or condition and DJR does not waive the applicable Texas and/or United States law or regulation which conflicts with the Contract term or condition. 2) If one or more term or condition in the Contract, or the application of any term ot· condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment 01' order of the S~ate Office of Administrative Page 2 o£21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislatme), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning party. Any other assignment by a party shall require the written consent of the other party. Each party agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the contracting parties. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Order Fulfiller shall survive expiration or termination of the Contract. F. Choice of Law The laws of the State of Texas shall govern the construction and interpretation of the Contract. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Depmiment of Infmmation Resources or the State of Texas except as expressly provided for in this Contract; no other authol'ity, power or use is granted or implied. Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or Texas Department of Information Resources. 5. Product Terms and Conditions A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 01/24/11 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State of Texas Accessibility requirements for Electronic and Infotmation Resources specified in 1 TAC Chapter 213 when such products are available in the commercial marketplace ot· when such products are developed in response to a procurement solicitation. 2) Vendor shall provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the fedetal standards established under Section 508 of the Rehabilitation Act), ot· indicate that the product/service accessibility information is Page 3 of2l AppeudjxA Standard Terms and Conditions Fot· Product and Related Services Contt•acts available from the General Services Administration "Buy Accessible Wizard" (http://•vww.buyaccessible.gov). Vendors not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard" or obtaining a copy of the VP AT is located at http://www.section508.gov/. B. Purchase of Commodity Items (AppHcable to State Agency Purchases Only) 1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined in 5.B.2 below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR. 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available pi·ograms that operate hardware and includes all suppot1ing documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of highet· education are exempt from this Subsection S.B. 6. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and services available under the Contract shall be processed through the Contract. B. Use of Order Fulfillers DIR agrees to petmit Vendot• to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 01/24/11 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and services available under the Contract. In designating Order Fulfillers, Vendor Page 4 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts must be in compliance with the State's Policy on Utilization of HistoricalJy Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor shall provide DIR with the following Order FulfiJJer information: Order Fulfiller name, Order FulfiiJer business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller patiicipation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of the Contract. Vendor shaH enter into contracts with Order Fulfillers and use terms . and conditions that are consistent with the terms and conditions ofthe Contract. d) Vendor shall have the l'ight to qualify Order Fulfillers and their patiicipation under the Contract provided that: i) any criteria is uniformly applied to all potential Ordet· Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement oppotiunities offered through DIR. 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon · written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Undemtilized Businesses. Vendor shall provide DIR with its updated Subcontracting Plan artd the Order Fulfiller information listed in Section 6.B.l.a above. 3) Order Fulfiller Pl'icing to Customer Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within Section 4 of the Contract. This pl'icing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendot·'s then-currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive o1· more costly than warranty and return policies for other similarly situated Customers for like products. D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. 01124/11 Page 5 of21 01124/11 Appendix A Standard Terms and Conditions For Product and Related Services Contracts E. Internet Access to Contract and Pricing Information 1) Vendor Website Within thirty days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other, non-DIR Contract offerings at Vendor's website. The website must inclt1de: the product and services offered, product and service specifications, Contract pricing, designated Order Fulfillers, contact information for Vendor and designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return poHcies. The Vendor's website shall list the DIR Contract number, reference the DIR Information and Communications Technology (ICT) Cooperative Contracts program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely mannet·. Vendor, at its own expense, shall correct any non- conforming Ol' inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendot·'s website will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that prici~g listed upon this website is uniform with the pl'icing as stated in Section 4 ofthe Contract. 4) Website Changes Vendot· hereby consents to a link from the DIR website to Vendor's website in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and/or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the · put'pose of implementing or marketing the Contract, and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the Jaws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology ot' passwords. 6) Responsibility for Content· Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of Page 6 of21 Appendix A Standard Terms and Conditions For P1·oduct and Related Services Contracts listed content if, in the opinion ofDIR, it does not adequately represent the Contract. F. DIRLogo Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo is only used to comtmmicate the availability of products and services under the Contract to Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR. G. Vendor and Order Fulfiller Logo DIR may use the Vendor's and Order Fulfiller's name and logo ln the promotion of the Contract to communicate the availability of products and services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any t1sage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the ·goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. H. Trade Show Participation At DIR's discretion, Vendor and Order Fulfillers may be required to participate in one or more DIR sponsored trade shows each calendar year: Vendor understands and agrees that participation, at the Vendot's and Order Fulfiller's expense, includes providing a manned booth display or similar pt:esence. DIR will provide four months advance notice of any required pa11icipation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. I. Orientation Meeting Upon thirty (30) calendar days ftom execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract. The meeting will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. J. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's perfmmance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the vendor for attendance at the meeting. K. DIR Cost Avoidance As pat1 of the performance measures repOtted to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, 01/24/11 Page 7 of21 Appendix A · Standard Terms and Conditions For Product and Related Services Contracts Vendor shall provide DIR with a detailed report of a representative sample of products sold under t~e Contract. The report shall contain: product part number, product description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR customers can procure the products. 7. Purchase Orders, Invoices, and Payments A. Purchase Orders All Customer Purchase Orders will be placed directly with the Ordet• Fulfiller. Accurate Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. B. Invoices 1) Invoices shall -be submitted by the Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and/or services purchased under the Contract and any provision of acceptance of such products and/or services shall be made by the Customer to the Order Fulfiller. 2) Invoices must be timely and accmate. Each invoice must match Customer'·s Purchase Order and include any written changes that may apply, as it relates to products, prices and quantities. Invoices must include the Customet·'s Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customet·. C. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. The statute states that payments 'for goods and services are due thirty (30) days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. 8. Contract Administration A. Contract Administrators DIR and the Vendor will each provide a Contract Administrator to suppo1t the Contract. Information regarding the Contract Administrators will be posted on the Internet website designated for the Contract. 01/24/11 1) State Contract Administrator DIR shall provide a Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) advising DIR ofVendor's performance under the terms and conditions of the Contract, and iii) periodic verification of product pricing and monthly reports submitted by Vendor. 2) Vendor Contract Administrator Vendor shall provide a dedicated Contract Administrator whose duties shall include but not be limited to: i) supporting the. marketing and management of the Contract, ii) facilitating dispute resolution between a Order Fulfiller and a Customer, and iii) Page 8 of21 01/24/11 Appendix A Standard Terms and Conditions For Product and Related Sen,ices Contracts advising DIR of Order Fulfillers pet'formance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then-current Contract Administrator if the assigned Contract Administrator is not, in the opinion of DIR, adequately serving the needs of the State. B. Reporting and Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the administrative fees in accordance with the due . dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to, compliance checks of Vendor's applicable Contract books at DIR's expense. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous month period. Reports shall be submitted to the DIR ICT Cooperative Contracts E-Mail Box at ict,sales@dir.texas.gov. Reports are due on the fifteenth (15 1 h) calendar day after the close of the previous month period. It is the responsibility of Vendor to collect and compile all sales under the Contract from patiicipating Order Fulfillers and submit one (1) monthly repoti. The monthly report shall include, per transaction: the detailed sales for the period, the Order Fulfil!er' s company name, if applicable, Customer name, invoice date, invoice number, description, pati number, manufactUrer, quantity, unit price, extended price, Customer Purchase Ordet· number, contact name, Customer's complete billing address, and other information as required by DIR. Each repoti must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shaH electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Repo1ts shall also be submitted to DIR. b) Reports shall be due in accOt"dance with the CPA rules. 4) DIR Administrative Fee a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs 'of negotiating, executing, and administering the Contract. The administrative fee is specified in Section 5 of the Contract. Payment of the administrative fee shall be due on the fifteenth (15 1 h) calendar day after the close of the previous month period. b) Vendor shall reference the DIR Contract number on any remittance instruments. Page 9 of21 01/24111 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 5) Accurate and Timely Submission ofRepot·ts a) The reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or administrative fee payments within three (3) business days upon wdtten notification by DIR. Vendor shall deliver any late. reports or late administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the time line for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate repotts or cure the delay in timely delivery of repotts and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at DIR's expense. C. Recm·ds and Audit 1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, Ot' any successor agency, to conduct an audit or investigation in connection with those funds. Vendor fmther agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit ftmds received indirectly by snbcontl'actors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of four ( 4) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: the Order Fulfiller's company name if applicable, Customer name, invoice date, invoice number, description, part number, manufacturet·, quantity, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 3) Vendor and/or Order Fulfillers shall grant access to all papet· and electronic records, books, documents, accounting procedures, pmctices and any other items relevant to the performance of the Contract to DIR, including the compliance checks designated by DIR, the State Auditor's Office and of the United States, and such other persons or entities designated by DJR for the purposes of inspecting, Page 10 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Compliance Checking and/ot copying such books and records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and/01' Order Fulfillers ten (1 0) business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Ot·det· Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper ot· electmnic, shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to DIR staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff during the perfonnance of Compliance Check. If Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) days of receipt. 4). For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Order Fulfillers through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's administrative fee is correct. D. Contract Administration Notification 1) Upon execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contmct Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact infonnation ofVendor personnel responsible for submitting reports and payment of administrative fees specified herein. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the following: i) DlR Contract Administt·ator name and contact information, and ii) DIR ICT Cooperative Contracts E-Mail Box information. 9. Vendor Responsibilities A. Indemnification 01124/11 1) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATNES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM AND AGAINST ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, A TIORNEY FEES, AND EXPENSES arising out of, or t·esulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the C~mtract and any Purchase Orders issued under the Contract REGARDLESS OF THE NEGLIGENCE OF THE CUSTOMER, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES. VENDOR SHALL PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCIES AND BY CUSTOMER'S LEGAL COUNSEL Page 11 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts FOR NON-STATE AGENCY CUSTOMERS. 2) Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES, from any and all third patiy claims involving infringement of United States patents, copyrights, trade and service marks, and any other intell~ctual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORD1NATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure fol' the Customer the right to continue to use the affected portion of the pl'Oduct or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent 01' superior product or service so that Customer's use js non- infringing. 3) Independent Contractor VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF TIDS CONTRACT, IT IS FURNISHING SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR OR THE STATE OF TEXAS. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 01/24/11 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING TIIE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S E1vfi1LOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR Tiffi PAYNlENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT Page 12 of21 · Appendix A Standard Terms and Conditions lfor Product and Related Services Contracts INSURANCE AND/OR WOR.KERS 1 COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMrLOYEE OR E~LOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES, RELATING T9 TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS 1 COMPENSATION OR EXPECTATIONS OF BENEFITS BY VENDOR, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS IN ITS PERFORl\tlANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS 1 FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTO:MER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. C. Vendor Certifications Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to give, and do not intend to give at any time hereafte1· any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State of Texas and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them; have violated the antitrust laws of the United States 01; the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be tenninated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings· pending or threatened against or affecting them, which if determined adversely to them will have a matedal adverse effect on the abillty · to fulfill their obligations under the Contract; (vii) are not s'uspended or debarred fl'Om doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) Vendor 01/24/11 Page 13 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas Governmen~ Code, relating to contracting with executive head of a state agency; (xii) Vendor certifies for itself and its subcontractors that it has identified all current or former, within the last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or more of their time and has disclosed them to DIR and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiii) Vendor represents and warrants that the provision of goods and services or other perfo1mance under the Contract will not constitute an actual or potential conflict of interest and certifies that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xiv) Vendor represents and warrants that the Customer's payment to Vendor and Vendor's receipt of appropriated o1· other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; (xv) under Section 2155.006, Government Code, Vendor certifies that the individual or business entity in this contract is not ineligible to receive the specifieq contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccmate; and (xvi) Vendor certifies that it has complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures .. In addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the Contract, Vendor shall, for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and wa11'anties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. D. Ability to Conduct Business in Texas Order Fulfiller shall be an entity authorized and validly existing under the laws of its state of organization, and shall be authol'ized to do business in the State of Texas. E. Equal Opportunity Compliance . Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its pl'imary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, o1· be otherwise subjected to discrimination under any program or activity pel'formed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the te1m of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its 01124/11 Page 14 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision-making authority. F. Use of Subcontractors If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional subcontractors in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf ofDIR or the State. 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Item 18 of Appendix A to the RFO and/or Section 9.C. (xii) and (xiii), Vendor Celiifications of this Appendix A to the Contract change. Vendor covenants to fully cooperate with DIR to update and amend the Contt·act to accurately disclose employment of cunent or former State employees and their relatives and/or the status of conflicts of interest. H. Confidentiality 1) Vendor acknowledges that DIR and Customers that are state agencies are gov.emment agencies subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are state agencies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DlR may provide Vendor with information related to Customers. Vendor shall not re-sell or otherwise distribute or release Customet· information to any pmty in any manner. I. Security of Premises, Equipment, Data and Personnel . Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (co11ectively referred to as ''Data") belonging to the Customer. Vendor and/or Order Fulfiller shall use their best effotts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Ordet· Fulfiller fails to comply with Customet·'s security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. 01/24/11 Page 15 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts J. Background and/or Criminal H~story Investigation Prior to commencement of any services, background and/or criminal history investigation of the Vendor and/or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be perfmmed by certain Customers having legislative authority to require such investigations. Should any employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constih1tion and the laws of the State of Texas, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim ot· cause of action. However, this limitation of Vendor's liability shall not apply to claims of patent, trademark, or copyright infringement. L. Overcharges Vendor hereby assigns to DlR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and whi.ch arise under the antitrust laws of the State of Texas, Tex. Bus; and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, pattnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of'Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perfot·m work at any Customet· premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide pl'Oof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is 01/24/11 Page 16 of21 AppendixA . Standard Terms and Conditions For Product and Related Services Contracts provided to, and approved by, DIR and the Customer. Ali required insurance must be issued by companies that are A+ financially rated and duly licensed, admitted, and authorized to do business in the State of Texas. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commel'cial General Liability Commercial General Liability must include a combined single limit of $500,000 per occurrence for coverage A, B, & C including products/completed operations, where appropriate, with a separate aggregate of $500,000. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; d) 30-day Notice of Termination in favor of Dill. and/or Customer; and e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or Customer. 2) Wol'l{ers' Compensation Insurance Wotkers' Compensation Insurance and Employers' Liability coverage must include limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers' Liability of $250,000 bodily injury per accident, $500,000 bodily injury disease policy limit and $250,000 per disease pet' employee. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover alJ owned, non-owned and hired vehicles with a minimum combined single limit of $500,000 per occurt'ence for bodily injury and property damage. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor ofDIR and/or Customer: a) Waiver of Subrogation; b) 30-day Notice ofTet·mination; and c) Additional Insured. 0. Use of State Property Vendm· is prohibited from using the Customer's equipment, the Customer's Location, or any othet· resources of the Customer or the State of Texas for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State of Texas long distance services. Any charges incutl'ed by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fulJy 01/24/11 Page 17 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. P. Immigt·ation Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRN') and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s) hired on or after the effective date of the 1996 Act who wiJI perfmm any labor or services under this Contract. Nothing herein is intended to exclude compliance by Vendor with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. Q. Public Disclosure No public disclosures ot· news releases pettaining to this contract shall be made without prior written approval ofDIR. R. Product and/or Services Substitutions Substitutions are not permitted without the written permission ofDIR or Customer. S. Secure Erasure of Hard Disk Products and/or Services Vendor agrees that all products and/or services equipped with hard disk drives (i.e. computers, telephones, printers, fax machines, scanners, multifunction devices, etc.) shall have the capability to secmely erase data written to the hard drive prior to final disposition of such products and/or services, either at the end of the Customer's Managed Services product's useful life or the end of the related Customer Managed Services Agreement for such products and/ services, in accordance with 1 TAC 202. 10. Contract Enforcement A. Enforcement of Contract and Dispute Resolution 01/24/11 1) Vendor and DIR agree to the following: (i) a party's failure to require strict pe1fmmance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state comt of competentjurisdiction in Travis County, Texas. - 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.l above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree in writing. Page 18 of21 01/24/11 Appendix A Standard Terms and Conditions For Product and Related Services Contracts B. Termination 1) Termination for Non-Appropriation Customer may terminate Purchase Orders if funds sufficient to pay its obligations unde1· the Contract are not appropriated: i) by the governing body on behalf of local govemments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as p1:ovided in Chapter 317, Texas Government Code. ln the event of non- appropriation, Vendor and/or Order Fulfiller will be pwvided ten (1 0) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product' or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable · for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. 2) Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; ot' (iii) Vendor is found by DJR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section ll.A, Notices, of intent to terminate. 3) Termination for Convenience DIR or Vendor may terminate the Contract, in whole or in part, by giving the other pmty thirty (30) calendar days written notice. A Customer may terminate a Purchase Order if it is dete1mined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract, upon the following preconditions: first, the pa11ies must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting paLty shall give the defaulting patty thirty (30) calendar days from receipt of notice to cure said Page 19 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occunence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order in accordance with Section 4.B.2 above, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a displlte; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting pmty shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting pa1ty fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to· any other remedies it may have available, cancel and terminate the Purchase Order. 5) Customer Rights Unde1· Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in such Purchase Order. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, stl'ike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are wlthin the patty's control to ensure performance and to shorten the duration of the event afForce Majeure. The pmty suffering an event afForce Majeure shall provide notice of the event to the other patties when commercially reasonable. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely marmer to meet the business needs of the Customer. 11. Notification A. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and 01/24/11 Page 20 of21 Appendix A Standard Terms and Conditions For Product and Related Services Contracts other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a party at the tespective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Hand1ing of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15 1 h Street, Suite 1300 Austin, Texas 78701 (512) 475-4759, facsimile 12. Captions 01/24/11 The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. Page 21 of21 Appendix C to DIR Contract No. DIR-SDD-1662 Pricing Index · Product Description Customer Discount Color imageRUNNERS Machines 35 .. 5 to 44.5% B&W imageRUNNERS Machines 44.5 to 57.5% imageRUNNER Accessories 39.5% imagePRESS Color and B&W Machines 30.5 to 35.5% lmagePRESS Color Accessories 39.5% imageRUNNER PRO 34.5% imageRUNNER PRO Accessories 14.5% LASER CLASS 49.5% LASER CLASS Accessories 39.5% Large Format 14.5% Large Format Accessories 4.5% Laser Beam Printers 29.5% Software 14.5% Fax Accessories 39.5% lmageRUNNER Toner and Supplies 9.5% lmagePRESS Toner and Supplies 9.5% Fax Toner and Supplies _. 9.5% Laser Beam Printers Toner and Supplies 9.5% Large Format Toner and Supplies 4.5% Surge Protectors 4.5% Related Services Description Customer Discount Secure Erase Options, including Data Erase, Data Encryption and Mirroring, and Removable Hard Disk Drives 39.5% Managed Document Services 34.5% Training 16.5% Technical/Systems Services 16.5% Discount from Service Price Sheet (monthly base where applicable) 4.5% Cost Per Copy 4.5% Installation 4.5% Contract # 5280 Consumable Recycling Program canon Consumable Recycling Programs 'Toner Cartridge Return Program 'Toner Container Recycling/Collection Program ; _: ·· ··~S .oli:d · Waste Management Hierarchy Source: United States Environmental Protection Agency, Solid Waste Manapment Hierarchy, February 16, 2011 http://www.epa.gov/epawaste/nonhaz/munlclpal/hierarchy.htm The above Solid Waste Management Hierarchy pyramid explains the favored ways of addressing solid waste. At the top of the pyramid (tier one) is the reuse of an item, which helps reduce the amount of waste consumed. The second tier is recycling/composting. According to the United States Environmental Protection Agency, "Recycling prevents the emission of many greenhouse gases and water pollutants, saves energy, supplies valuable raw materials to industry, creates jobs, stimulates the development of greener technologies, conserves resources for our children's future, and reduces the need for new landfills and combustors." Waste that cannot be reused or recycled can be combusted for energy recovery (tier three). Landfills or incineration without energy recovery (tier four) is found at the bottom of the pyramid and is not favored. As you read this brochure, you will learn about Canon's Consumable Return/Collection Programs* and how they compare to the Solid Waste Management Hierarchy shown above. For information on how Canon's Large Format Ink Cartridge Collection Program is contributing to the goal of zero landfill waste please visit: http:/ /www.usa.canon.com/cusa/office/standard_display/supplies-inkcollection *Canon's Consumables Return/Collection programs are for the acceptable listed (within the brochure) GENUINE cartridges/containers only. The acceptable product must follow the appropriate process. Canon explores methods to minimize the environmental burden of its products throughout their life cycle and to promote research and development, which contribute to environmental assurance. In 1990, Canon introduced a cartridge recycling program for all-in-one laser beam printer toner cartridges (better known as the Clean Earth Campaign). The goal of this program is to achieve zero landfill waste by reusing parts, recycling materials and employing energy recovery. Canon was the first company to collect used all-in-one toner cartridges. Through 2010, Canon and its customers have collected more than 287,000 tons of these toner cartridges from around the world. Where does the Toner Cartridge Return Program stand on the Solid Waste Hierarchy? Recycling and Recovery Canon assumes responsibility for recycling and recovering a high rate of the toner cartridges collected. What makes this possible is the craftsmanship that is premised from the design stage on the cartridges' recyclability. Consideration for the environment goes into every aspect of design, beginning with the selec- tion of materials and continuing through manufacturing and processing of the used cartridge. Reuse and Closed-Loop Recycling 18o/o Open-Loop Recycling 67°/o Energy Recovery 15°/o (Based on 2010 Results) CANON TIIIA WTIIJG£ 11£C'f'CUIIIIFIOGWI Breaking Down the Cartridge The Process • .,, .. UHCI Tour Cartrld.. _ CINntn 1 _ '"-""" r.~-r. -:..._..;~: Breakdown -Sonlna Shipping Labels* Let the sorting begin !II Canon cartridges are broken down, sorted and either reused, recycled or put through the energy recovery process. Absolutely no landfill waste is generated from the Canon Toner Cartridge. e Open Loop Recycling/Energy Recovery e Reused Closed Loop Recycling Purtflcallorl tf'ilinll • IIIUSI C.OSID-I.OOP RICYCUNG • OPIN-I.OOP RICYCUNG INIRGY RICDVIRY (lonor...aduo) -----,· ~--. ' . .....~--.. --.... ............. -.. ·REOIUD FOR OTHER USES· Al"mlnum, lfion, copper, SUtlnlou st•ol. lie. -HEAT unuv.noN- furnace 1!!oh uwd as ~pedlenf In pa~nr materUiand cement Canon includes a shipping label in eligible toner cartridge boxes. To help conserve resources and reduce energy during transportation, Canon asks its customers to return more than one cartridge per shipping label. This can be done by retaining several cartridges with boxes, then using the Multiple or Bulk Cartridge Return options. In the case that you have misplaced the shipping label or would like to request a free eight (8) cartridge collection box, please call: 1-800-0K-Canon or visit www.usa.canon.com/cleanearth/recycle. • Pre-paid labels can only be used in the Contiguous United States. They are not valid in Alaska, Guam, Hawaii, or Puerto Rico. (For Plastic Toner & Waste Toner Containers) To contribute to the goal of zero landfill waste, Canon dealers and customers can send their Canon toner containers to the Canon recycling facility in Kentucky . Unlike Canon's all-in-one cartridges, these toner containers are made mainly of plastic material making local recycling and local energy recovery possible. Canon toner particles and plastic toner containers contain no hazardous materials and are therefore acceptable at local recycling and local energy recovery facilities. When local recycling is utilized, environmental impacts associated with the transportation of containers are reduced . Canon's Recommended Option-Recycle locally Think Globally Recycle Locally! Canon's Toner Container Recycling Center When Canon plastic toner containers cannot be recycled locally or sent to a local energy recovery facility, Canon asks that dealers and customers ship them to the address below at their expense. Once received by our facility, Canon assumes the responsibility and cost for recycling to keep Canon toner containers from going into landfills. Canon Toner Container Recycling Center 2051 Meridian Place Hebron, KY 41048 ,, Recycling Facility for Dealers & Customers to Ship-to Contact your local Authorized Canon Dealer to discuss other recycling options and programs. (For Plastic Toner & Waste Toner Contatners) The Process Start C <mon loner l 0111 ,11rwr s rll P )l~llt lO ( dllUil\ lorwr Cnnldrnor l~ec ycl111g Center loner ContdlllPr '> ,1r P fJI OCC''>'>Pci to f:\C'IlPI d\(' clean, plc~strc t1,1kes Flakes ilr e fur tiler processed to 1 edch frndl slagcof 90 ~,'\,t pure piastre pellets .. Where does the Toner Container Recycling Program stand on the Solid Waste Hierarchy? Acceptable Containers for the Toner Container Collection Program C100Toner CRG-102 Toner GPR-13 Toner GPR-26 Toner GPR-42 Toner C120 Toner GP55/30F Toner GPR-14 Toner GPR-27 Toner GPR-43 Toner C150Toner GP200 Toner GPR-15 Toner GPR-30 Toner GPR-48 Toner C180Toner GPR-2 Toner GPR-16 Toner GPR-31 Toner IPQ-1 Toner C160 Toner GPR-lr Toner GPR-17 Toner GPR-32 Toner IPQ-2 roner C210 Toner GPR-5 Toner GPR-18 Toner GPR-33 Toner IPQ-3 Toner (300 Toner GPR-6 Toner GPR-19 Toner GPR-34 Toner IPQ-4 Toner C330D Toner GPR-8 Toner GPR-20 Toner GPR-35 Toner NP1010/1020 Toner CtrOOD Toner GPR-9 Toner GPR-21 Toner GPR-36 Toner NP6/7 /8000 Toner CLC 1100 Series Toner GPR-10Toner GPR-22 Toner GPR-37 Toner NP9120 Toner CLC 5000/3900 Toner GPR-11 Toner GPR-23 Toner GPR-38 Toner NP9330 Toner CLC 700/800 Toner GPR-12 Toner GPR-24 Toner GPR-39Toner NPG-1 Toner Pellets are then used for compound rng and lnJeC\1011 lllOllidrll[;. NPG-4 Toner NPG-5 Toner NPG-7 Toner NPG-9 Toner NPG-10 Toner NPG-11 Toner NPG-12 Toner NPG-13A Toner NPG-14 Toner End VarioPrint DP-LINE Toner Canon Waste Toner Containers =-r~-. --.a..~ ~ -.---:-:--"""""": • -----I ••-,--~ • ---- ~-~~i,,~.~ :::1 •• 'j ' ... • T • ' • • • ' • I _ _ ~·-·: • -<=--I \. ·~ -= . I • I• j I • . , Canon's Overview on the Environment Living and Working Together into the Future We at Canon are guided by the philosophy of Kyosei -living and working together for the common good. As a world-class leader in imaging technologies, we consider it our responsibility to protect and preserve valuable environmental resources. Canon seeks to be a truly excellent global corporation. For our customers, we offer the best products possible. Simultane- ously, we strive to improve our relationships with local communities and to increase our respect for the environment as we contribute to the prosperity of the world and the happiness of its people. Our company's commitment and contribution to the environment and to the world community are an integral part of Canon's management structure, product design, manufacturing, and corporate culture. This commitment has inspired many special corporate programs at both the global and regional level. At Canon, we believe in living and working together into the future. We're committed to bringing you advanced technologies that run your business while respecting the global environment. For additional information on these programs please con- tact your Local Authorized Dealer. To learn more about other Canon environmental and community initiatives please visit: http://www.usa.canon.com/cusa/about_canon/community_environment KYOSEI Living and working together for the common good. Programs and services are subject to change without notice. CANON and the GENUINE LOGO are registered trademarks of Canon Inc. in the United States and may be registered trademarks or trademarks in other countries. © 2012 Canon U .S.A ., Inc . All rights reserved. May 2013 Version 2.AMP ' Recycle 1-800-0K-CANON www.usa.canon.com Canon U.S.A, Inc. One Canon Plaza Lake Success, NY 11042 Signature on File Canon Protecting the Environment Canon is guided by the philosophy of Kyosei-all people, regardless of race, religion or culture, harmoniously living and working together into the future. As a world-class leader in imaging technologies, Canon is dedicated to protecting and preserving valuable environmental resources. To meet this commitment, Canon has put in place an Environmental Management System and currently holds one of the largest consolidated IS0-14001 certificates in the world. At each stage of the product life cycle-produce, use, and recycle-Canon assesses the amount of C0 2 emitted and strives to reduce it, always seeking ways to conserve energy and resources, and reduce hazardous substances. Product Usage When a Canon device reaches your workplace, you'll value the features that help save energy, paper, and toner . Canon has developed innovative technologies that make its business products highly energy efficient while delivering great performance. For example, its RAPID Fusing System technology reduces power consumption of digital multifunction devices by up to 80% over previous models without this technology. Canon is a recipient of the United States Environmental Protection Agency's 2011 Award for Excellence in Energy Efficient Product Design and has been recognized for its sustainability practices. Canon devices also support a full range of features that help reduce paper usage and toner consumption. Product Development Product Colleellon and Recycling Care from Start to Finish Starting with product development, all suppliers are required to meet Canon's stringent Green Procurement policy and environmental terms. This helps the company exceed the toughest global standards for restricting or eliminating hazardous chemical substances from its products. Canon's state-of-the-art technology is engineered into lighter, compact body designs that use fewer materials and save space, thereby reducing the amount of packaging and fuel required for transport. And to further reduce C0 2 and other greenhouse gas emissions when delivering products nationwide, Canon partners with the U.S. EPA in the SmartWay Transport program. Product Collection and Recycling When Canon's business products have completed their full service life, they're effectively collected and remanufactured whenever possible. Canon pioneered the collection of used toner cartridges in 1990 and its recycling program is still going strong today. Canon's innovative green technologies also include bio-based plastic, a plant-derived compound that replaces certain petroleum-based plastic parts. Canon believes in living and working together into the future. It's committed to bringing you advanced technologies that run your business while respecting the global environment. l Means of Transport Product USi!gO With the imageRUNNER ADVANCE Series, Canon has developed leading-edge technologies with a stronger environmental focus at every stage of the product life cycle . ...;; Canon's Lifecycle Assessment System (LCAI seeks to control carbon emissions at each lifecycle stage. The result? An overall COz target reduction of up to 50% over previous models. This equates to as much as 2.5 tons of carbon per year, per device.* ""' In order to reduce dependence on petroleum-based materials, Canon uses 100% recycled plastics and bio-based plastics on certain exterior parts . _,_. Smaller and lighter design helps improve transportation efficiency. As a result, carbon emissions per transporter vehicle can be reduced by up to 50%.* _,., Power consumption in Sleep Mode has been reduced to 1W-or less!** _,_ .. ENERGY STAR : Savings in power consumption during a one-week period has been reduced by up to 75%!* The use of White LED array technology in its Color Image Reader rather than a traditional Xenon tube reduces power consumption by up to 75%! -·' Using Canon Image Sensor technology rather than traditional ceo sensors reduces power consumption by up to 50%! -<" Advanced Color RAPID Fusing and new Induction Heating (I HI technologies reduce power consumption and limit the warm-up period. -./ New pQ and pO Toners with a lower melting point reduce fusing temperature requirements. ..., All Suppliers are required to meet Canon's stringent Green Procurement policy and environmental terms . This helps Canon exceed the toughest global standards, such as those set by the European Union's RoHS Directive, which controls/restricts the use of hazardous substances. .... Each system is equipped with paper-, toner-, and energy-saving features that cut costs and conserve resources . ....-· Long-life parts and higher-yielding supplies help maximize uptime and reduce the amount of materials consumed during the product life cycle. CANON a nd IMA G ERUNNER are registered lrademarks o f Can o n Inc . In the United States and may also be registered tradem ar k s or trademar k s In other countries. All other referenced produ c t names and marks are trademarks of their respective o wner s and ar e hereby a cknowl e dged. l02013 C a n o n U.S.A., Inc. All rights reserved. 12!2RA ·EF ·PDF -DM _., Canon's Corporate Environmental Management System is certified to the IS0-14001 Standard. In fact, Canon currently holds the largest IS0-14001 certification in the world, with over BOO Canon companies and facilities certified. -4 Monitor COz emissions from paper use and power consumption and set targets and actions for reduction with Canon's Enterprise Management Console Ecological Information Plug -in. _.., Through our partnership with the Arbor Day Foundation, Canon will plant a tree for every imageRUNNER ADVANCE model sold on our customer's behalf. Together, we can help leave a greener footprint on the Earth for the benefit ottuture generations . For more information, please visit www.cusa.canon.com/green. • Actual reduct i on amount may vary by model. **1 .5W or less with imageRUNNER ADVANCE C9000 PRO Seri e s. cauou i mageANYWARE 1-800-0K-CANON www.usa.canon.com Canon U.S.A., Inc. One Canon Park Melville, NY 11747 Contract # 5280 City of Denton Approvals AGENDA INFORMATION SHEET AGENDA DATE: July 9, 2013 DEPARTMENT: Materials Management ACM: Bryan Langley SUBJECT Questions concerning this acquisition may be directed to Tanya Demerson at 349-8129 Consider adoption of an ordinance awarding a contract for a thirty-six (36) month lease of approximately fifty-five (55) black and white digital copiers for various City of Denton departments as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR-SDD-1622; providing for the expenditure of funds therefor; and providing an effective date (File 5280 awarded to Canon Solutions America, Inc. in the not-to-exceed amount of $283,572 with the exception of a $.0068 overage rate). FILE INFORMATION This item is for the lease of approximately fifty-five (55) black and white digital copiers for various City departments. The City's previous three (3) year copier lease contract expired on March 2013 and has been renewed on a monthly basis while staff obtained competitive pricing for a new contract. Staff has now received three quotes from Cooperative Purchasing Program vendors, negotiated a Best and Final Offer, and determined that the proposal received from Canon Solutions America, Inc. (Canon) provided the best value to the City (Exhibit 1). The attached proposal from Canon (Exhibit 2) includes the following: • 55 digital units at $7,877 per month/$94,524 per year • Maintenance (180,000 black and white copies included) per month at $1,224 per month o Includes all staples, toner, supplies, maintenance, and service o Hard drive security at $161 per mo. o Overages at $.0068-price is locked for the thirty -six (36) month term • Installation and training The proposal from Canon Solutions America, Inc. also offers the following benefits: • Cost savings from current contract price of approximately $3 5,3 91.96 over the term of the lease • Hard drive security on all units • Toner cartridge return program • Toner container recycling/collection program • Canon Forest Program-Through the Canon Forest Program, Canon makes a donation to the Arbor Day Foundation to plant a tree in our nation's forests for every qualifie.d imageRUNNER ADVANCE model sold throughout the year. The imageRUNNER ADVANCE Series incorporates an array of environmentally conscious features such as bio-based plastic components and lead-free parts, which help to dramatically reduce C02 emissions over the entire product lifecycle. Approximately 30 of the proposed units are imageRUNNER ADVANCE Series which equates to thirty (30) new trees to be planted. Signature on File ORDINANCE NO . 2013-172 AN ORDINANCE AWARDING A CONTRACT FOR A THIRTY-SIX (36) MONTH LEASE OF APPROXIMATELY FIFTY-FIVE (55) BLACK AND WHITE DIGITAL COPIERS FOR VARIOUS CITY OF DENTON DEPARTMENTS AS AWARDED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) THROUGH THE GO DIRECT PROGRAM, CONTRACT NUMBER DIR-SDD-1622; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR AND PROVIDING AN EFFECTNE DATE (FILE 5280 AWARDED TO CANON SOLUTIONS AMERICA, INC. IN THE NOT-TO-EXCEED AMOUNT OF $283,572 WITH THE EXCEPTION OF A $.0068 OVERAGE RATE). WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMER 5280 VENDOR Canon Solutions America, Inc. AMOUNT $283,572/ $.0068 overage rate SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department oflnformation Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. Signature on File Signature on File Signature on File Contract #-5280 Insurance Documentation