REGION 4 EDUCATION SERVICE CENTER (ESC) · : Region 4 ESC will review proposed offeror contract documents. Vendor’s contract document shall not become part of Region 4 ESC’s contract

REGION 4 EDUCATION SERVICE CENTER (ESC)

Contract R171401

for

Managed Print Solutions

with

Canon Solutions America, Inc.

Effective: March 1, 2018

The following documents comprise the executed contract between the Region 4 ESC and Canon Solutions America, Inc., effective March 1, 2018:

I. Appendix A Vendor Contract II. Signature Form III. Supplier’s Response to the RFP, incorporated by reference

APPENDIX A

VENDOR CONTRACT AND SIGNATURE FORM

This Vendor Contract and Signature Form (“Contract”) is made as of October 24, 2017, by and between and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Managed Print Solutions

RECITALS

WHEREAS, both parties agree and understand that the following pages will constitute the contract between the successful vendor(s) and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.

WHEREAS, Vendor agrees to include, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations will be incorporated into the final contract “Vendor Contract.”

WHEREAS, this contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WHEREAS, the Vendor Contract will provide that any state, county, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agencies or non-profit organization may purchase products and services at prices indicated in the Vendor Contract upon registering and becoming a member with TCPN; and it being further understood that Region 4 ESC shall act as the Lead Public Agency with respect to all such purchase agreements.

WHEREAS, TCPN has the administrative and legal capacity to administer purchases on behalf of Region 4 ESC under the Vendor Contract with participating public agencies and entities, as permitted by applicable law.

ARTICLE 1- GENERAL TERMS AND CONDITIONS

1.1 TCPN shall be afforded all of the rights, privileges and indemnifications afforded to Region 4 ESC under the Vendor Contract, and such rights, privileges and indemnifications shall accrue and apply with equal effect to TCPN, including, without limitation, Vendors obligation to provide insurance and other indemnifications to Lead Public Agency.

1.2 Awarded vendor shall perform all duties, responsibilities, and obligations, set forth in this agreement, and required under the Vendor Contract.

1.3 TCPN shall perform its duties, responsibilities, and obligations as administrator of purchases, set forth in this agreement, and required under the Vendor Contract.

1.4 Purchasing procedure:

• Purchase orders are issued by participating governmental agencies to the awarded vendor indicating on the PO “Per TCPN Contract # R 171401.”

• Vendor delivers goods/services directly to the participating agency.

• Awarded vendor invoices the participating agency directly.

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• Awarded vendor receives payment directly from the participating agency.

• Awarded vendor reports sales monthly to TCPN.

1.5 Customer Support: The vendor shall provide timely and accurate technical advice and sales support to Region 4 ESC staff, TCPN staff and participating agencies. The vendor shall respond to such requests within one (1) working day after receipt of the request.

ARTICLE 2- ANTICIPATED TERM OF AGREEMENT

2.1 Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew annually for an additional two (2) years if agreed to by Region 4 ESC. Region 4 ESC will notify the vendor in writing if the contract is extended. Awarded vendor shall honor all administrative fees for any sales made based on the contact whether renewed or not.

2.2 Region 4 ESC shall review the contract prior to the renewal date and notify the current awarded vendor, no less than ninety (90) days of Region 4 ESC’s intent renew the contract. Upon receipt of notice, awarded vendor must notify Region 4 ESC if it elects not to renew. Awarded vendor shall honor the administrative fee for any sales incurred throughout the life of the contract on any sales made based on a Region 4 ESC contract whether awarded a renewal or not. Region 4 ESC reserves the right to exercise each two-year extension annually.

ARTICLE 3- REPRESENTATIONS AND COVENANTS

3.1. Scope: This contract is based on the need to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to schools and other members. Although contractors may restrict sales to certain public units (for example, state agencies or local government units), any contract that prohibits sales from being made to public school districts may not be considered. Sales without restriction to any Members are preferred. These types of contracts are commonly referred to as being “piggybackable”.

3.2. Compliance: Cooperative Purchasing Agreements between TCPN and its Members have been established under state procurement law.

3.3. Offeror’s Promise: Offeror agrees all prices, terms, warranties, and benefits granted by Offeror to Members through this contract are comparable to or better than the equivalent terms offered by Offeror to any present customer meeting the same qualifications or requirements.

ARTICLE 4- FORMATION OF CONTRACT

4.1. Offeror Contract Documents: Region 4 ESC will review proposed offeror contract documents. Vendor’s contract document shall not become part of Region 4 ESC’s contract with vendor unless and until an authorized representative of Region 4 ESC reviews and approves it.

4.2. Form of Contract: The form of contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) and best and final offer(s), and properly issued and reviewed purchase orders referencing the requirements of the Request for Proposals. If a firm submitting an offer requires Region 4 ESC and/or Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal.

4.3. Entire Agreement (Parol evidence): The contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable.

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4.4. Assignment of Contract: No assignment of contract may be made without the prior written approval of Region 4 ESC. Purchase orders and payment can only be made to awarded vendor unless otherwise approved by Region 4 ESC. Awarded vendor is required to notify Region 4 ESC when any material change in operations is made that may adversely affect members (i.e. bankruptcy, change of ownership, merger, etc.).

4.5. Novation: If contractor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor in interest must guarantee to perform all obligations under this contract. Region 4 ESC reserves the right to accept or reject any new party. A simple change of name agreement will not change the contractual obligations of contractor.

4.6. Contract Alterations: No alterations to the terms of this contract shall be valid or binding unless authorized and signed by a Region 4 ESC staff member.

4.7. Order of Precedence: In the event of a conflict in the provisions of the contract as accepted by Region 4 ESC, the following order of precedence shall prevail:

• Special terms and conditions• General terms and conditions• Specifications and scope of work• Attachments and exhibits• Documents referenced or included in the solicitation

4.8 Supplemental Agreements: The entity participating in the Region 4 ESC contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. Neither Region 4 ESC, TCPN, its agents, members and employees shall be made party to any claim for breach of such agreement.

4.9 Adding authorized distributors/dealers: Awarded vendors are prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under their contract award without notification and prior written approval from TCPN. Awarded vendors must notify TCPN each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to awarded vendor unless otherwise approved by TCPN. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder, unless otherwise approved by TCPN.

ARTICLE 5- TERMINATION OF CONTRACT

5.1. Cancellation for Non-Performance or Contractor Deficiency: Region 4 ESC may terminate any contract if Members have not used the contract, or if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this contract due to failure by contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to contractor for acting or failing to act in any of the following:

i. Providing material that does not meet the specifications of the contract;ii. Providing work and/or material that was not awarded under the contract;iii. Failing to adequately perform the services set forth in the scope of work and specifications;iv. Failing to complete required work or furnish required materials within a reasonable amount of

time;v. Failing to make progress in performance of the contract and/or giving Region 4 ESC reason

to believe that contractor will not or cannot perform the requirements of the contract; and/orvi. Performing work or providing services under the contract prior to receiving an authorized

purchase order from Region 4 ESC or participating member prior to such work

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Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by contractor under the contract shall become the property of the Member on demand.

5.2 Termination for Cause: If, for any reason, the Vendor fails to fulfill its obligation in a timely manner, or if the vendor violates any of the covenants, agreements, or stipulations of this contract Region 4 ESC reserves the right to terminate the contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the vendor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by vendor for this solicitation may become the property of the participating agency or entity. If such event does occur then vendor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.

5.3 Delivery/Service Failures: Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the contract to be terminated. In the event that the participating agency or entity must purchase in an open market, contractor agrees to reimburse the participating agency or entity, within a reasonable time period, for all expenses incurred.

5.4 Force Majeure: If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.

5.5 Standard Cancellation: Region 4 ESC may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. Vendor may be requested to provide additional items not already on contract at any time.

ARTICLE 6- LICENSES

6.1 Duty to keep current license: Vendor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by vendor. Vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the contract. Region 4 ESC reserves the right to stop work and/or cancel the contract of any vendor whose license(s) expire, lapse, are suspended or terminated.

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6.2 Survival Clause: All applicable software license agreements, warranties or service agreements that were entered into between Vendor and 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.

ARTICLE 7- DELIVERY PROVISIONS

7.1 Delivery: Vendor shall deliver said materials purchased on this contract to the Member issuing a Purchase Order. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period the vendor must receive authorization from the purchasing agency for the delayed delivery. At this point the participating entity may cancel the order if estimated shipping time is not acceptable.

7.2 Inspection & Acceptance: If defective or incorrect material is delivered, purchasing agency may make the determination to return the material to the vendor at no cost to the purchasing agency. The vendor agrees to pay all shipping costs for the return shipment. Vendor shall be responsible for arranging the return of the defective or incorrect material.

ARTICLE 8- BILLING AND REPORTING

8.1 Payments: The entity using the contract will make payments directly to the awarded vendor. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice.

8.2 Invoices: The awarded vendor shall submit invoices to the participating entity clearly stating “Per TCPN Contract”. The shipment tracking number or pertinent information for verification shall be made available upon request.

8.3 Tax Exempt Status: Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

8.4 Reporting: The awarded vendor shall provide TCPN with an electronic accounting report, in a format prescribed by TCPN, on a monthly basis summarizing all contract Sales for the applicable month.

Reports of Contract Sales for Region 4 ESC and member agencies in each calendar month shall be provided by awarded vendor to TCPN by the 10th day of the following month. If there are no sales to report, Vendor is still required to communicate that information via email.

Failure to provide a monthly report of the administrative fees within the time and manner specified herein shall constitute a material breach of this contract and if not cured within thirty (30) days of written to Supplier shall be deemed a cause for termination of the contract at Region4 ESC’s sole discretion.

ARTICLE 9- PRICING

9.1 Best price guarantee: The awarded vendor agrees to provide pricing to Region 4 ESC and its participating entities that are the lowest pricing available and the pricing shall remain so throughout the duration of the contract. Pricing offered to Federal government buying consortiums for goods and services is exempt from this requirement. The awarded vendor, however, agrees to lower the cost of

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any product purchased through TCPN following a reduction in the manufacturer or publisher's direct cost.

9.2 Price increase: Should it become necessary or proper during the term of this contract to make any change in design or any alterations that will increase expense Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the contract, shall be paid without prior approval. All price increases must be supported by manufacture documentation, or a formal cost justification letter.

Awarded vendor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC if requested.

It is the awarded vendor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was accepted in the original contract.

9.3 Additional Charges: All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing.

9.4 Price reduction and adjustment: Price reduction may be offered at any time during contract and shall become effective upon notice of acceptance from Region 4 ESC. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all Members equally; 2) reduction is for a specific time period, normally not less than thirty (30) days; 3) original price is not exceeded after the time-limit; and 4) Region 4 ESC has approved the new prices prior to any offer of the prices to a Member. Vendor shall offer Region 4 ESC any published price reduction during the contract period.

9.5 Prevailing Wage: It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser (Region 4 ESC or its Members). It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.

9.6 Administrative Fees: All pricing submitted to Region 4 ESC shall include the administrative fee to be remitted to TCPN by the awarded vendor.

The awarded vendor agrees to pay administrative fees monthly to TCPN in the amount of 3% of the total purchase amount paid to awarded vendor, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Region 4 ESC and member agencies pursuant to the contract (as amended from time to time and including any renewal thereof) ("Contract Sales").

Administrative fee payments are to accompany the contract monthly sales report by the 10th day of the following month, in the amount indicated on the report as being due. Administrative fee payments are to be paid by the awarded vendor via Automated Clearing House to a TCPN designated financial institution.

Failure to provide a monthly payment of the administrative fees within the time and manner specified herein shall constitute a material breach of the contract and if not cured within thirty (30) day of written notice to awarded vendor shall be deemed a cause for termination of the contract, at Region 4 ESC’s sole discretion.

All administrative fees not paid when due shall bear interest at a rate equal to the lesser of 1 ½% per month or the maximum rate permitted by law until paid in full.

ARTICLE 10- PRICING AUDIT

10.1 Audit rights: Vendor shall, at Vendor’s sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Agreement. TCPN and Region 4 ESC each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1)

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year from the effective date of termination. In the State of New Jersey, this audit right shall survive termination of this Agreement for a period of five (5) years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller upon request. Region 4 ESC shall have the authority to conduct random audits of Vendor’s pricing that is offered to eligible entities at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered to eligible agencies that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Vendor’s pricing at Vendor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC or TCPN.

ARTICLE 11- OFFEROR PRODUCT LINE REQUIREMENTS

11.1 Current products: Proposals shall be for materials and equipment in current production and marketed to the general public and education/government agencies at the time the proposal is submitted.

11.2 Discontinued products: If a product or model is discontinued by the manufacturer, vendor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.

11.3 New products/Services: New products and/or services that meet the scope of work may be added to the contract. Pricing shall be equivalent to the percentage discount for other products. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.

11.4 Options: Optional equipment for products under contract may be added to the contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.

11.5 Product line: Offerors with a published catalog may submit the entire catalog. Region 4 ESC reserves the right to select products within the catalog for award without having to award all contents. Region 4 ESC may reject any addition of equipment options without cause.

11.6 Warranty conditions: All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.

11.7 Buy American requirement: (for New Jersey and all other applicable States) Vendors may only use unmanufactured construction material mined or produced in the United States, as required by the Buy American Act. Where trade agreements apply, to the extent permitted by applicable law, then unmanufactured construction material mined or produced in a designated country may also be used. Vendors are required to check state specific requirements to ensure compliance with this requirement.

ARTICLE 12- SITE REQUIREMENTS

12.1 Cleanup: Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by Member. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition.

12.2 Preparation: Vendor shall not begin a project for which Member has not prepared the site, unless vendor does the preparation work at no cost, or until Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements.

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12.3 Registered sex offender restrictions: For work to be performed at schools, vendor agrees that no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.

12.4 Safety measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

12.5 Smoking: Persons working under the contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises.

12.6 Stored materials: Upon prior written agreement between the vendor and Member, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Member prior to payment. Such materials must be stored and protected in a secure location, and be insured for their full value by the vendor against loss and damage. Vendor agrees to provide proof of coverage and/or addition of Member as an additional insured upon Member’s request. Additionally, if stored offsite, the materials must also be clearly identified as property of buying Member and be separated from other materials. Member must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary.

Until final acceptance by the Member, it shall be the Vendor's responsibility to protect all materials and equipment. The Vendor warrants and guarantees that title for all work, materials and equipment shall pass to the Member upon final acceptance.

ARTICLE 13- MISCELLANEOUS

13.1 Funding Out Clause: Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:

“Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on best effort attempt by the entity to obtain appropriate funds for payment of the contract.”

13.2 Disclosures: Offeror affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

Include a complete description of any and all relationships that might be considered a conflict of interest in doing business with participants in TCPN.

The Offeror affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.

13.3 Indemnity: The awarded vendor shall protect, indemnify, and hold harmless both Region 4 ESC and TCPN and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract, including

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any supplemental agreements with members. Any litigation involving either Region 4 ESC or TCPN, its administrators and employees and agents will be in Harris County, Texas. Any litigation involving TCPN members shall be in the jurisdiction of the participating agency.

13.4 Franchise Tax: The Offeror hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

13.5 Marketing: Awarded vendor agrees to allow Region 4 ESC/TCPN to use their name and logo within website, marketing materials and advertisement. Any use of TCPN name and logo or any form of publicity, inclusive of press releases, regarding this contract by awarded vendor must have prior approval from TCPN.

13.6 Certificates of Insurance: Certificates of insurance shall be delivered to the Region 4 ESC participant prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified.

13.7 Legal Obligations: It is the Offeror’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

13.8 Open Records Policy: Because Region 4 ESC contracts are awarded by a governmental entity, responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the Offeror must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Offeror must provide this information on the “Acknowledgement and Acceptance to Region 4 ESC’s Open Record Policy” form found at the beginning of this solicitation. Any information that is unmarked will be considered public information and released, if requested under the Public Information Act.

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Offeror are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

After completion of award, these documents will be available for public inspection.

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VENDOR CONTRACT SIGNATURE FORM

The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliancewith the terms, specifications and conditions at the prices proposed within response unless noted inwriting. The undersigned further certifies that he/she is an officer of the company and has authority tonegotiate and bind the company named below and has not prepared this proposal in collusion with any other Offerer and that the contents of this proposal as to prices, terms or conditions of said proposalhave not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

Prices are guaranteed: 120 days

Company name Canon Soluuons :\mcric:1. !nc.

Address Om: Canon Park

City/State/Zip \[elville, N.Y. 117 -17

Telephone No. l-8()0-815-4000

Fax No. N/.\_...:.......! _____________________ _

Email address s1 r:[email protected]

Printed name l'w:r Kowalczuk

Position with company I :.xccuuv<.: Vic<.: Prc:;1dcnt and Ccncral i\.lam1gcr, ESS

Authorized signature� C �Acknowledgement of Addendum Number(s): 1 (6/1/ 17) 2 (6/21/17)

Accepted by The Cooperative Purchasing Network:

Term of contract to ------------ -------------

Unless otherwis stated, all contracts are for a period of three (3) years with an option to renew annuallyfor an additi I two ( ears if agreed to by Region 4 ESC and the awarded vendor. Awarded vendorshall hon all adm· trative fees for any sales made based on a contract whether renewed or not.

lC2M"VIZDate

Date

Print ame

Region 4 Contract Number KI t I tfo I

March 1, 2018 February 28, 2021

Region 4 Education Service Center

July 18, 2017

Prepared by Glen Hitchens

Senior Managed Print Services Consultant


P: 562-285-1719

E: [email protected]

Request for Proposal for Managed print solutions

Solicitation number 17-14

REDACTED VERSION

mailto:[email protected]

Table of Contents Canon Solutions America, Inc.

Table of Contents

Region 4 Education Service Center

Solicitation Number 17-14

Managed Print Solutions

Appendix A: Entire Vendor Contract and Signature Form ................................................ Tab 1 Appendix D: General Terms and Conditions Acceptance Form Managed Print Services Agreement Canon Financial Services, Inc. Lease Agreement Canon Financial Services, Inc. Municipal Fiscal Funding Addendum

Appendix E: Questionnaire ................................................................................................. Tab 2 Diversity Programs

Appendix F: Company Profile (excluding References section) .......................................... Tab 3 Canon Solutions America, Inc. U.S. Locations List

Staff Member Resume *PROPRIETARY AND CONFIDENTIAL*

Canon America’s Environmental Charter

Original Equipment Manufacturer’s Certification Letter

Appendix B: Products/Services .......................................................................................... Tab 4 Managed Print Services Brochure MPS Customer Expectations Document Case Study

Appendix F: References *PROPRIETARY AND CONFIDENTIAL* ............................................ Tab 5

Appendix C: Pricing ............................................................................................................ Tab 6 Appendix G: Value Add ....................................................................................................... Tab 7 Required Documents........................................................................................................... Tab 8 Appendix H: Additional Required Documents DOC #1: Clean Air and Water Act DOC #2: Debarment Notice DOC #3: Lobbying Certification DOC #4: Contractors Requirements DOC #5: Antitrust Certification Statements DOC #6: Implementation HB 1295 (Certificate of Interested Parties) DOC #7: EDGAR Certifications DOC #8: Ownership Disclosure Form DOC #9: Non-Collusion Affidavit DOC #10: Affirmative Action Affidavit Affirmative Action Plan Affirmative Action NJ Certificate of Employee Information Report DOC #11: Political Contribution Disclosure Form DOC #12: Stockholder Disclosure Certification Attachment A: Participating Addendum State of Hawaii Active Status – Evidence of Good Standing

Table of Contents Canon Solutions America, Inc.

Acknowledgement & Acceptance of Region 4 ESC Open Records Policy

Canon Solutions America, Inc. Documents .........................................................................Tab 9 Certificate of Liability Insurance Letter of Assignment

Tab 1

Appendix A: Entire Vendor Contract and

Signature Page

APPENDIX A

VENDOR CONTRACT AND SIGNATURE FORM

This Vendor Contract and Signature Form (“Contract”) is made as of ___________________2017, by and between and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Managed Print Solutions

RECITALS

WHEREAS, both parties agree and understand that the following pages will constitute the contract between the successful vendor(s) and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Vendor agrees to include, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations will be incorporated into the final contract “Vendor Contract.”

WHEREAS, this contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Vendor Contract will provide that any state, county, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agencies or non-profit organization may purchase products and services at prices indicated in the Vendor Contract upon registering and becoming a member with TCPN; and it being further understood that Region 4 ESC shall act as the Lead Public Agency with respect to all such purchase agreements. WHEREAS, TCPN has the administrative and legal capacity to administer purchases on behalf of Region 4 ESC under the Vendor Contract with participating public agencies and entities, as permitted by applicable law.

ARTICLE 1- GENERAL TERMS AND CONDITIONS

1.1 TCPN shall be afforded all of the rights, privileges and indemnifications afforded to Region 4 ESC under the Vendor Contract, and such rights, privileges and indemnifications shall accrue and apply with equal effect to TCPN, including, without limitation, Vendors obligation to provide insurance and other indemnifications to Lead Public Agency.

1.2 Awarded vendor shall perform all duties, responsibilities, and obligations, set forth in this agreement, and required under the Vendor Contract.

1.3 TCPN shall perform its duties, responsibilities, and obligations as administrator of purchases, set forth in this agreement, and required under the Vendor Contract.

1.4 Purchasing procedure:

• Purchase orders are issued by participating governmental agencies to the awarded vendor indicating on the PO “Per TCPN Contract # R________.”

• Vendor delivers goods/services directly to the participating agency.

• Awarded vendor invoices the participating agency directly.

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• Awarded vendor receives payment directly from the participating agency.

• Awarded vendor reports sales monthly to TCPN.

1.5 Customer Support: The vendor shall provide timely and accurate technical advice and sales support to Region 4 ESC staff, TCPN staff and participating agencies. The vendor shall respond to such requests within one (1) working day after receipt of the request.

ARTICLE 2- ANTICIPATED TERM OF AGREEMENT

2.1 Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew annually for an additional two (2) years if agreed to by Region 4 ESC. Region 4 ESC will notify the vendor in writing if the contract is extended. Awarded vendor shall honor all administrative fees for any sales made based on the contact whether renewed or not.

2.2 Region 4 ESC shall review the contract prior to the renewal date and notify the current awarded vendor, no less than ninety (90) days of Region 4 ESC’s intent renew the contract. Upon receipt of notice, awarded vendor must notify Region 4 ESC if it elects not to renew. Awarded vendor shall honor the administrative fee for any sales incurred throughout the life of the contract on any sales made based on a Region 4 ESC contract whether awarded a renewal or not. Region 4 ESC reserves the right to exercise each two-year extension annually.

ARTICLE 3- REPRESENTATIONS AND COVENANTS

3.1. Scope: This contract is based on the need to provide the economic benefits of volume purchasing and

reduction in administrative costs through cooperative purchasing to schools and other members. Although contractors may restrict sales to certain public units (for example, state agencies or local government units), any contract that prohibits sales from being made to public school districts may not be considered. Sales without restriction to any Members are preferred. These types of contracts are commonly referred to as being “piggybackable”.

3.2. Compliance: Cooperative Purchasing Agreements between TCPN and its Members have been established under state procurement law.

3.3. Offeror’s Promise: Offeror agrees all prices, terms, warranties, and benefits granted by Offeror to Members through this contract are comparable to or better than the equivalent terms offered by Offeror to any present customer meeting the same qualifications or requirements.

ARTICLE 4- FORMATION OF CONTRACT

4.1. Offeror Contract Documents: Region 4 ESC will review proposed offeror contract documents. Vendor’s contract document shall not become part of Region 4 ESC’s contract with vendor unless and until an authorized representative of Region 4 ESC reviews and approves it.

4.2. Form of Contract: The form of contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) and best and final offer(s), and properly issued and reviewed purchase orders referencing the requirements of the Request for Proposals. If a firm submitting an offer requires Region 4 ESC and/or Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal.

4.3. Entire Agreement (Parol evidence): The contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable.

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4.4. Assignment of Contract: No assignment of contract may be made without the prior written approval of Region 4 ESC. Purchase orders and payment can only be made to awarded vendor unless otherwise approved by Region 4 ESC. Awarded vendor is required to notify Region 4 ESC when any material change in operations is made that may adversely affect members (i.e. bankruptcy, change of ownership, merger, etc.).

4.5. Novation: If contractor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor in interest must guarantee to perform all obligations under this contract. Region 4 ESC reserves the right to accept or reject any new party. A simple change of name agreement will not change the contractual obligations of contractor.

4.6. Contract Alterations: No alterations to the terms of this contract shall be valid or binding unless authorized and signed by a Region 4 ESC staff member.

4.7. Order of Precedence: In the event of a conflict in the provisions of the contract as accepted by Region 4 ESC, the following order of precedence shall prevail:

• Special terms and conditions • General terms and conditions • Specifications and scope of work • Attachments and exhibits • Documents referenced or included in the solicitation

4.8 Supplemental Agreements: The entity participating in the Region 4 ESC contract and awarded

vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. Neither Region 4 ESC, TCPN, its agents, members and employees shall be made party to any claim for breach of such agreement.

4.9 Adding authorized distributors/dealers: Awarded vendors are prohibited from authorizing additional

distributors or dealers, other than those identified at the time of submitting their proposal, to sell under their contract award without notification and prior written approval from TCPN. Awarded vendors must notify TCPN each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to awarded vendor unless otherwise approved by TCPN. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder, unless otherwise approved by TCPN.

ARTICLE 5- TERMINATION OF CONTRACT

5.1. Cancellation for Non-Performance or Contractor Deficiency: Region 4 ESC may terminate any

contract if Members have not used the contract, or if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this contract due to failure by contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to contractor for acting or failing to act in any of the following:

i. Providing material that does not meet the specifications of the contract; ii. Providing work and/or material that was not awarded under the contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; iv. Failing to complete required work or furnish required materials within a reasonable amount of

time; v. Failing to make progress in performance of the contract and/or giving Region 4 ESC reason

to believe that contractor will not or cannot perform the requirements of the contract; and/or vi. Performing work or providing services under the contract prior to receiving an authorized

purchase order from Region 4 ESC or participating member prior to such work

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Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by contractor under the contract shall become the property of the Member on demand.

5.2 Termination for Cause: If, for any reason, the Vendor fails to fulfill its obligation in a timely manner,

or if the vendor violates any of the covenants, agreements, or stipulations of this contract Region 4 ESC reserves the right to terminate the contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the vendor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by vendor for this solicitation may become the property of the participating agency or entity. If such event does occur then vendor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.

5.3 Delivery/Service Failures: Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the contract to be terminated. In the event that the participating agency or entity must purchase in an open market, contractor agrees to reimburse the participating agency or entity, within a reasonable time period, for all expenses incurred.

5.4 Force Majeure: If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.

5.5 Standard Cancellation: Region 4 ESC may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. Vendor may be requested to provide additional items not already on contract at any time.

ARTICLE 6- LICENSES

6.1 Duty to keep current license: Vendor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by vendor. Vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the contract. Region 4 ESC reserves the right to stop work and/or cancel the contract of any vendor whose license(s) expire, lapse, are suspended or terminated.

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6.2 Survival Clause: All applicable software license agreements, warranties or service agreements that were entered into between Vendor and 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.

ARTICLE 7- DELIVERY PROVISIONS

7.1 Delivery: Vendor shall deliver said materials purchased on this contract to the Member issuing a Purchase Order. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period the vendor must receive authorization from the purchasing agency for the delayed delivery. At this point the participating entity may cancel the order if estimated shipping time is not acceptable.

7.2 Inspection & Acceptance: If defective or incorrect material is delivered, purchasing agency may make the determination to return the material to the vendor at no cost to the purchasing agency. The vendor agrees to pay all shipping costs for the return shipment. Vendor shall be responsible for arranging the return of the defective or incorrect material.

ARTICLE 8- BILLING AND REPORTING

8.1 Payments: The entity using the contract will make payments directly to the awarded vendor. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice.

8.2 Invoices: The awarded vendor shall submit invoices to the participating entity clearly stating “Per TCPN Contract”. The shipment tracking number or pertinent information for verification shall be made available upon request.

8.3 Tax Exempt Status: Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

8.4 Reporting: The awarded vendor shall provide TCPN with an electronic accounting report, in a format prescribed by TCPN, on a monthly basis summarizing all contract Sales for the applicable month.

Reports of Contract Sales for Region 4 ESC and member agencies in each calendar month shall be provided by awarded vendor to TCPN by the 10th day of the following month. If there are no sales to report, Vendor is still required to communicate that information via email.

Failure to provide a monthly report of the administrative fees within the time and manner specified herein shall constitute a material breach of this contract and if not cured within thirty (30) days of written to Supplier shall be deemed a cause for termination of the contract at Region4 ESC’s sole discretion.

ARTICLE 9- PRICING

9.1 Best price guarantee: The awarded vendor agrees to provide pricing to Region 4 ESC and its participating entities that are the lowest pricing available and the pricing shall remain so throughout the duration of the contract. Pricing offered to Federal government buying consortiums for goods and services is exempt from this requirement. The awarded vendor, however, agrees to lower the cost of

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any product purchased through TCPN following a reduction in the manufacturer or publisher's direct cost.

9.2 Price increase: Should it become necessary or proper during the term of this contract to make any change in design or any alterations that will increase expense Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the contract, shall be paid without prior approval. All price increases must be supported by manufacture documentation, or a formal cost justification letter.

Awarded vendor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC if requested.

It is the awarded vendor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was accepted in the original contract.

9.3 Additional Charges: All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing.

9.4 Price reduction and adjustment: Price reduction may be offered at any time during contract and shall become effective upon notice of acceptance from Region 4 ESC. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all Members equally; 2) reduction is for a specific time period, normally not less than thirty (30) days; 3) original price is not exceeded after the time-limit; and 4) Region 4 ESC has approved the new prices prior to any offer of the prices to a Member. Vendor shall offer Region 4 ESC any published price reduction during the contract period.

9.5 Prevailing Wage: It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser (Region 4 ESC or its Members). It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.

9.6 Administrative Fees: All pricing submitted to Region 4 ESC shall include the administrative fee to be remitted to TCPN by the awarded vendor.

The awarded vendor agrees to pay administrative fees monthly to TCPN in the amount of 3% of the total purchase amount paid to awarded vendor, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Region 4 ESC and member agencies pursuant to the contract (as amended from time to time and including any renewal thereof) ("Contract Sales"). Administrative fee payments are to accompany the contract monthly sales report by the 10th day of the following month, in the amount indicated on the report as being due. Administrative fee payments are to be paid by the awarded vendor via Automated Clearing House to a TCPN designated financial institution. Failure to provide a monthly payment of the administrative fees within the time and manner specified herein shall constitute a material breach of the contract and if not cured within thirty (30) day of written notice to awarded vendor shall be deemed a cause for termination of the contract, at Region 4 ESC’s sole discretion.

All administrative fees not paid when due shall bear interest at a rate equal to the lesser of 1 ½% per month or the maximum rate permitted by law until paid in full.

ARTICLE 10- PRICING AUDIT

10.1 Audit rights: Vendor shall, at Vendor’s sole expense, maintain appropriate due diligence of all

purchases made by Region 4 ESC and any entity that utilizes this Agreement. TCPN and Region 4 ESC each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1)

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year from the effective date of termination. In the State of New Jersey, this audit right shall survive termination of this Agreement for a period of five (5) years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller upon request. Region 4 ESC shall have the authority to conduct random audits of Vendor’s pricing that is offered to eligible entities at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered to eligible agencies that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Vendor’s pricing at Vendor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC or TCPN.

ARTICLE 11- OFFEROR PRODUCT LINE REQUIREMENTS

11.1 Current products: Proposals shall be for materials and equipment in current production and marketed

to the general public and education/government agencies at the time the proposal is submitted.

11.2 Discontinued products: If a product or model is discontinued by the manufacturer, vendor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.

11.3 New products/Services: New products and/or services that meet the scope of work may be added to the contract. Pricing shall be equivalent to the percentage discount for other products. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.

11.4 Options: Optional equipment for products under contract may be added to the contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.

11.5 Product line: Offerors with a published catalog may submit the entire catalog. Region 4 ESC reserves the right to select products within the catalog for award without having to award all contents. Region 4 ESC may reject any addition of equipment options without cause.

11.6 Warranty conditions: All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.

11.7 Buy American requirement: (for New Jersey and all other applicable States) Vendors may only use

unmanufactured construction material mined or produced in the United States, as required by the Buy American Act. Where trade agreements apply, to the extent permitted by applicable law, then unmanufactured construction material mined or produced in a designated country may also be used. Vendors are required to check state specific requirements to ensure compliance with this requirement.

ARTICLE 12- SITE REQUIREMENTS

12.1 Cleanup: Vendor shall clean up and remove all debris and rubbish resulting from their work as required

or directed by Member. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition.

12.2 Preparation: Vendor shall not begin a project for which Member has not prepared the site, unless vendor does the preparation work at no cost, or until Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements.

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12.3 Registered sex offender restrictions: For work to be performed at schools, vendor agrees that no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.

12.4 Safety measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

12.5 Smoking: Persons working under the contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises.

12.6 Stored materials: Upon prior written agreement between the vendor and Member, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Member prior to payment. Such materials must be stored and protected in a secure location, and be insured for their full value by the vendor against loss and damage. Vendor agrees to provide proof of coverage and/or addition of Member as an additional insured upon Member’s request. Additionally, if stored offsite, the materials must also be clearly identified as property of buying Member and be separated from other materials. Member must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary.

Until final acceptance by the Member, it shall be the Vendor's responsibility to protect all materials and equipment. The Vendor warrants and guarantees that title for all work, materials and equipment shall pass to the Member upon final acceptance.

ARTICLE 13- MISCELLANEOUS

13.1 Funding Out Clause: Any/all contracts exceeding one (1) year shall include a standard “funding out”

clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions: “Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on best effort attempt by the entity to obtain appropriate funds for payment of the contract.”

13.2 Disclosures: Offeror affirms that he/she has not given, offered to give, nor intends to give at any time

hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. Include a complete description of any and all relationships that might be considered a conflict of interest in doing business with participants in TCPN. The Offeror affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.

13.3 Indemnity: The awarded vendor shall protect, indemnify, and hold harmless both Region 4 ESC and

TCPN and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract, including

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any supplemental agreements with members. Any litigation involving either Region 4 ESC or TCPN, its administrators and employees and agents will be in Harris County, Texas. Any litigation involving TCPN members shall be in the jurisdiction of the participating agency.

13.4 Franchise Tax: The Offeror hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

13.5 Marketing: Awarded vendor agrees to allow Region 4 ESC/TCPN to use their name and logo within

website, marketing materials and advertisement. Any use of TCPN name and logo or any form of publicity, inclusive of press releases, regarding this contract by awarded vendor must have prior approval from TCPN.

13.6 Certificates of Insurance: Certificates of insurance shall be delivered to the Region 4 ESC participant prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified.

13.7 Legal Obligations: It is the Offeror’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

13.8 Open Records Policy: Because Region 4 ESC contracts are awarded by a governmental entity, responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the Offeror must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Offeror must provide this information on the “Acknowledgement and Acceptance to Region 4 ESC’s Open Record Policy” form found at the beginning of this solicitation. Any information that is unmarked will be considered public information and released, if requested under the Public Information Act.

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Offeror are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

After completion of award, these documents will be available for public inspection.

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Appendix D:

GENERAL TERMS & CONDITIONS ACCEPTANCE FORM

Signature on Vendor Contract Signature form certifies complete acceptance of the General Terms and Conditions in this solicitation, except as noted below (additional pages may be attached, if necessary).

Check one of the following responses to the General Terms and Conditions:

We take no exceptions/deviations to the general terms and conditions

(Note: If none are listed below, it is understood that no exceptions/deviations are taken.)

We take the following exceptions/deviations to the general terms and conditions. All exceptions/deviations must be clearly explained. Reference the corresponding general terms and conditions that you are taking exceptions/deviations to. Clearly state if you are adding additional terms and conditions to the general terms and conditions. Provide details on your exceptions/deviations below:

(Note: Unacceptable exceptions shall remove your proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions/deviations and the decision shall be final.)

Section/Page Term, Condition, or

Specification

Exception/Deviation Region 4

Accepts

3.3/ Pg16

Offeror’s

Promise

Offeror agrees all prices, terms,

warranties, and benefits granted by

Offeror to Members through this

contract are comparable to or better

than the equivalent terms offered by

Offeror to any present customer

meeting the same qualifications or

requirements.

Canon Solutions America, Inc. is

unable to make this representation

due to the specific requirements

that exist in this proposal such as

response time, geographic

coverage, and administration fees.

4.7/ Pg 17

Order of

Precedence

In the event of a conflict in the

provisions of the contract as

accepted by Region 4 ESC, the

following order of precedence shall

prevail:

Special terms and conditions

General terms and conditions

Specifications and scope of work

Attachments and exhibits

Documents referenced or included

in the solicitation

The terms of the final contract

should be agreed to by both parties

X

5.1/ Pg 17

Cancellation for

Non-

Performance or

Contract

Deficiency

Region 4 ESC may terminate any

contract if Members have not used

the contract, or if purchase volume

is determined to be low volume in

any 12-month period. Region 4 ESC

reserves the right to cancel the whole

or any part of this contract due to

failure by contractor to carry out any

obligation, term or condition of the

contract. Region 4 ESC may issue a

written deficiency notice to

contractor for acting or failing to act

in any of the following:

Providing material that does not

meet the specifications of the

contract;

Providing work and/or material that

was not awarded under the contract;

Failing to adequately perform the

services set forth in the scope of

work and specifications;

Failing to complete required work or

furnish required materials within a

reasonable amount of time;

Failing to make progress in

performance of the contract and/or

giving Region 4 ESC reason to

believe that contractor will not or

cannot perform the requirements of

the contract; and/or

Performing work or providing

services under the contract prior to

receiving an authorized purchase

order from Region 4 ESC or

participating member prior to such

work

Upon receipt of a written deficiency

notice, contractor shall have ten (10)

days to provide a satisfactory

response to Region 4 ESC. Failure to

adequately address all issues of concern

may result in contract cancellation.

Upon cancellation under this

paragraph, all goods, materials, work,

Canon Solutions America, Inc. will

allow a 10 day cure period

following notice, unless otherwise

specified in the notice. If non-

compliance creates a special need

such that 10 days is not, in the sole

opinion of the TCPN, reasonable,

the cure period will be reduced or

eliminated. If TCPN determines

that a longer cure period will not

interfere with its needs and

interests, a longer period may be

allowed.

All terminations by the TCPN for

breach shall require a material

default by Contractor as

reasonably determined by TCPN.

Contractor shall only be liable for

direct cost incurred in the purchase

of replacement items or services

elsewhere. In no event shall

Contractor be liable for any

indirect or consequential damages

under any theory of law.

Incidental and consequential

damages, as used herein, shall

mean the cost incurred in the

purchase of replacement items or

services elsewhere.

documents, data and reports prepared

by contractor under the contract shall

become the property of the Member

on demand.

5.2/ Pg 18

Termination for

Cause

If, for any reason, the Vendor fails

to fulfill its obligation in a timely

manner, or if the vendor violates any

of the covenants, agreements, or

stipulations of this contract Region 4

ESC reserves the right to terminate

the contract immediately and pursue

all other applicable remedies

afforded by law. Such termination

shall be effective by delivery of

notice, to the vendor, specifying the

effective date of termination. In such

event, all documents, data, studies,

surveys, drawings, maps, models and

reports prepared by vendor for this

solicitation may become the property

of the participating agency or entity.

If such event does occur then

vendor will be entitled to receive just

and equitable compensation for the

satisfactory work completed on such

documents.













allowed.
















services elsewhere.

5.3/ Pg 18

Delivery/Servic

e Failures

Failure to deliver goods or services

within the time specified, or within a

reasonable time period as interpreted

by the purchasing agent or failure to

make replacements or corrections of

rejected articles/services when so

requested shall constitute grounds

for the contract to be terminated. In

the event that the participating agency










or entity must purchase in an open

market, contractor agrees to

reimburse the participating agency

or entity, within a reasonable time

period, for all expenses incurred.




allowed.
















services elsewhere.

5.5/ Pg 18

Standard

Contract

Region 4 ESC may cancel this

contract in whole or in part by

providing written notice. The

cancellation will take effect 30

business days after the other party

receives the notice of cancellation.

After the 30th business day all work

will cease following completion of

final purchase order. Vendor may be

requested to provide additional items

not already on contract at any time.













allowed.

7.1/ Pg 19

Delivery

Vendor shall deliver said materials

purchased on this contract to the

Member issuing a Purchase Order.

Conforming product shall be shipped

within 7 days of receipt of Purchase

Order. If delivery is not or cannot be

made within this time period the

vendor must receive authorization

All lease and purchase charges

quoted are inclusive of delivery

and installation of all Canon

brand equipment. We will deliver

all equipment hardware within

fifteen (15) business days from

receipt of appropriately signed

and executed order document,

from the purchasing agency for the

delayed delivery. At this point the

participating entity may cancel the

order if estimated shipping time is

not acceptable.

barring any circumstances

outside of our control, such as

national backorder. We make

every reasonable attempt to meet

your requested delivery

dates/times. However, because we

may be subject, from time to time,

to manufacturer production or

shipping delays (or both), we

may allocate distribution among

all of our customers.

Unfortunately, at times, this limits

the delivery of requested

quantities.

Lead times for some products and

services, including third-party

software solutions and our

Managed Print Services offering,

are determined by a mutually

approved statement of work and

formal project plan developed

during the discovery phase of the

project.

8.4 /Pg 19

Reporting

The awarded vendor shall provide

TCPN with an electronic accounting

report, in a format prescribed by

TCPN, on a monthly basis

summarizing all contract Sales for

the applicable month.

Reports of Contract Sales for Region

4 ESC and member agencies in each

calendar month shall be provided by

awarded vendor to TCPN by the 10th

day of the following month. If there

are no sales to report, Vendor is still

required to communicate that

information via email.

Failure to provide a monthly report

of the administrative fees within the

time and manner specified herein

shall constitute a material breach of

this contract and if not cured within

thirty (30) days of written to Supplier

shall be deemed a cause for


manages similar reporting for

States and Cooperatives and will

be able to meet all reasonable

reporting requirements. Reporting

information on Management Print

Solutions agreements is generally

complex. Reporting on agency

transactions that are categorized as

“Net Sale” will be reported within

10 days after the end of a month.

Meters, Break/Fix, and Services

will be reported 10 days after the

month they are invoiced to the

agency.

termination of the contract at

Region4 ESC’s sole discretion.

9.1/ Pg 19

Best price

guarantee

The awarded vendor agrees to

provide pricing to Region 4 ESC

and its participating entities that are

the lowest pricing available and the

pricing shall remain so throughout

the duration of the contract. Pricing

offered to Federal government

buying consortiums for goods and

services is exempt from this

requirement. The awarded vendor,

however, agrees to lower the cost of

any product purchased through

TCPN following a reduction in the

manufacturer or publisher's direct

cost.

Canon Solutions America, Inc. is

unable to make this representation

due to the specific requirements

that exist in this proposal such as

response time, geographic

coverage, and administration fees.

9.6/ Pg 20

Administration

Fee

All pricing submitted to Region 4

ESC shall include the administrative

fee to be remitted to TCPN by the

awarded vendor.

The awarded vendor agrees to pay

administrative fees monthly to

TCPN in the amount of 3% of the

total purchase amount paid to

awarded vendor, less refunds, credits

on returns, rebates and discounts, for

the sale of products and/or services

to Region 4 ESC and member

agencies pursuant to the contract (as

amended from time to time and

including any renewal thereof)

("Contract Sales").

Administrative fee payments are to

accompany the contract monthly

sales report by the 10th day of the

following month, in the amount

indicated on the report as being due.

Administrative fee payments are to

be paid by the awarded vendor via

Automated Clearing House to a

TCPN designated financial

institution.

Failure to provide a monthly

Canon Solution America, Inc.

agrees to pay administrative fees

monthly to TCPN in the amount

of 2% of the total purchase

amount paid to awarded vendor,

less refunds, credits on returns,

rebates and discounts, for the sale

of products and/or services to

Region 4 ESC and member

agencies pursuant to the contract

(as amended from time to time and

including any renewal thereof)

("Contract Sales").

payment of the administrative fees

within the time and manner specified

herein shall constitute a material

breach of the contract and if not

cured within thirty (30) day of written

notice to awarded vendor shall be

deemed a cause for termination of

the contract, at Region 4 ESC’s sole

discretion.

All administrative fees not paid when

due shall bear interest at a rate equal

to the lesser of 1 1/2% per month or

the maximum rate permitted by law

until paid in full.

10.1/ Pg 20

Audit Rights

Vendor shall, at Vendor’s sole

expense, maintain appropriate due

diligence of all purchases made by

Region 4 ESC and any entity that

utilizes this Agreement. TCPN and

Region 4 ESC each reserve the right

to audit the accounting for a period of

three (3) years from the time such

purchases are made. This audit right

shall survive termination of this

Agreement for a period of one (1)

year from the effective date of

termination. In the State of New

Jersey, this audit right shall survive

termination of this Agreement for a

period of five (5) years from the date

of final payment. Such records shall

be made available to the New Jersey

Office of the State Comptroller upon

request. Region 4 ESC shall have the

authority to conduct random audits

of Vendor’s pricing that is offered to

eligible entities at Region 4 ESC's

sole cost and expense.

Notwithstanding the foregoing, in

the event that Region 4 ESC is made

aware of any pricing being offered to

eligible agencies that is materially

inconsistent with the pricing under

this agreement, Region 4 ESC shall

Audit should be based on fees

charged under the agreement.

have the ability to conduct an

extensive audit of Vendor’s pricing at

Vendor’s sole cost and expense.

Region 4 ESC may conduct the audit

internally or may engage a third-

party auditing firm. In the event of

an audit, the requested materials

shall be provided in the format and

at the location designated by Region

4 ESC or TCPN.

11.6/ Pg 21

Warranty

conditions

All supplies, equipment and services

shall include manufacturer's

minimum standard warranty and one

(1) year labor warranty unless

otherwise agreed to in writing.

Warranty periods and programs

are specific to the devices delivered

under the contract. Equipment will

conform to "manufacturer

specifications" as opposed to

"specifications of this Contract."

We warrant the Canon Brand

equipment we supply will be free

from defects in material and

workmanship for 90-days from the

date of delivery. In addition, after

such 90-day period, we will

maintain such equipment in good

operating order per manufacturer's

specifications provided, subject to

normal use. For a complete

description of our limited

warranty, please see attached

Acquisition, Lease and

Maintenance Agreements.

11.7/ Pg 21

Buy American

Requirement

(for New Jersey and all other

applicable States) Vendors may only

use unmanufactured construction

material mined or produced in the

United States, as required by the Buy

American Act. Where trade

agreements apply, to the extent

permitted by applicable law, then

unmanufactured construction

material mined or produced in a

designated country may also be used.

Vendors are required to check state


does not sell equipment

manufactured in the US.

specific requirements to ensure

compliance with this requirement.

13.1/ Pg 22

Funding Out

Clause

Any/all contracts exceeding one (1)

year shall include a standard “funding

out” clause. A contract for the

acquisition, including lease, of real or

personal property is a commitment

of the entity’s current revenue only,

provided the contract contains

either or both of the following

provisions:

“Retains to the entity the continuing

right to terminate the contract at the

expiration of each budget period

during the term of the contract and is

conditioned on best effort attempt by

the entity to obtain appropriate funds

for payment of the contract.”

Please refer to the municipal rider

to the CFS lease.

13.3/ Pg 22

Indemnity

The awarded vendor shall protect,

indemnify, and hold harmless both

Region 4 ESC and TCPN and its

participants, administrators,

employees and agents against all

claims, damages, losses and expenses

arising out of or resulting from the

actions of the vendor, vendor

employees or vendor subcontractors

in the preparation of the solicitation

and the later execution of the

contract, including any supplemental

agreements with members. Any

litigation involving either Region 4

ESC or TCPN, its administrators

and employees and agents will be in

Harris County, Texas. Any litigation

involving TCPN members shall be

in the jurisdiction of the participating

agency.

To the fullest extent permitted by

law, Canon Solutions America,

its successors, assigns and

guarantors, shall pay, defend,

indemnify and hold harmless

the County or a Customer, as

applicable, its agents,

representatives, officers,

directors, officials and employees

from and against all third party

allegations, demands, proceedings,

suits, actions, claims, including

claims of US patent or copyright

infringement by Canon brand

equipment, damages, losses,

expenses, including but not limited

to, attorney fees, court costs, and

the cost of appellate proceedings,

and all claim adjusting and

handling expense, related to, arising

from or out of or resulting from

any negligent actions, acts, errors,

mistakes or omissions caused in

whole or part by Canon Solutions

America relating to work, services

and/or products provided in the

performance of this Contract,

including but not limited to, any

Subcontractor or anyone directly

or indirectly employed by any of

them or anyone for whose acts

any of them may be liable and any

injury or damages claimed by any of

Canon Solutions America's and

Subcontractor's employees. In all

instances requiring

indemnification Canon Solutions

America shall receive prompt

notification, receive reasonable

assistance from County or

Customer at Canon Solutions

America's expense for the defense

of any such actions.

13.5/ Pg 23

Marketing

Awarded vendor agrees to allow

Region 4 ESC/TCPN to use their

name and logo within website,

marketing materials and

advertisement. Any use of TCPN

name and logo or any form of

publicity, inclusive of press releases,

regarding this contract by awarded

vendor must have prior approval

from TCPN.

We intend to provide our logo's

for the purpose of commercially

marketing our products and

services in conjunction with

TCPN’s efforts within our

standard logo use guidelines.

13.6/ Pg 23

Certificates of

Insurance

Certificates of insurance shall be

delivered to the Region 4 ESC

participant prior to commencement

of work. The insurance company

shall be licensed in the applicable

state in which work is being

conducted. The awarded vendor

shall give the participating entity a

minimum of ten (10) days’ notice

prior to any modifications or

cancellation of policies. The awarded

vendor shall require all

subcontractors performing any work

to maintain coverage as specified.

We will endeavor to notify The

County of DuPage of any changes

within thirty (30) days of receiving

such notice from our insurers.

SER-024 April 2017 CSA continued on Page 2

Canon Solutions America, Inc. (“CSA”) One Canon Park, Melville, NY 11747 (800) 613-2228 MPS Consultant ______________________ Salesperson ______________________ Order Date: ____ / ____ / ____

Customer Name (“You”):

Initial Term: ___________ months

Billing Address:

Requested Start Date: ____/____/____ (no sooner than 10 days after

contract order date and completion of Schedule A, Schedule A-MICR or B an

submission of a printed configuration page for each printer) City: County:

State: Zip: Phone #:

Do you require a P.O. for payment? Yes ____ No ____

Contact: Fax #:

Is there a statement of Work (“SOW”) covering additional services? Yes ____ No ____

Note: Charges for additional services are billed separately. Email:

The Printers covered under this Agreement are listed on Schedule A, Schedule A-MICR, and/or Schedule B Per Unit coverage charges are shown on Schedule A, Schedule A-MICR, and/or Schedule B

Coverage Plan Internal Control Number

Per Unit Fleet The initial price for Equipment listed on Schedule A and/or Schedule B is as follows

Estimated Quarterly Print Volume B & W Color

Per Image Charge (Fleet) B & W Color

Toner Type

$ 0. $ 0. OEM 3rd Party

The initial price for Equipment listed on Schedule A-MICR is as follows

Estimated Quarterly Print Volume B & W Color

Per Image Charge (Fleet) B & W Color

MICR Toner Type

$ 0. $ 0. 3rd Party

TERMS AND CONDITIONS

1. TERM. The Managed Print Services (“MPS”) shall begin on the Start Date and continue for the initial term specified above. The initial term shall renew for successive 12 month renewal terms unless either party gives written notice of non-renewal at least 30 days prior to the expiration of the then current term. 2. CHARGES. Base charges shall be billed in advance and per image charges shall be billed in arrears on a quarterly basis. Invoices shall be due and payable within thirty days of the invoice date. Applicable taxes shall be added to the charges. If payments are late, CSA may charge you and you agree to pay, a late charge equal to the higher of five percent (5%) of the amount due or ten dollars ($10) for each billing period or portion of a billing period such payment is delayed as reasonable collection fees, not to exceed the maximum amount permitted by law. CSA reserves the right to increase the prices above at any time during the Term to reflect increased costs upon thirty (30) days written notice to you. The charges are subject to an annual increase on each anniversary of the start date. If you have selected the Fleet Coverage Plan, the Base Charge, Covered Images and Per Image Charges noted above shall apply to all of the Equipment on the Schedule. If you have selected the Per Unit Coverage Plan, the Base Charge, Covered Images and the Per Image Charges for each unit shall be reflected on the Schedule. 3. PRIOR ASSESSMENT. Under a prior agreement, CSA has performed a network and system discovery analysis of your IT environment in which services are to be rendered under this Agreement. Under the prior agreement, CSA has used certain discovery tools to identify the components and conditions of your IT environment. 4. COVERED PRINTERS. This agreement is intended to provide services for your entire fleet of printers however certain models of printers may not be eligible for services under this contract due to age, geographic location or other reasons determined by CSA. At CSA’s discretion, the ineligible printers may be placed under a “Standard Plan” and identified on the associated schedule (“Schedule B”) and shall only receive toner cartridges and monitoring services. The “Premier” scope of services as defined in Paragraph 7 covers only the printers identified on the associated schedule (“Schedule A” or “Schedule A-MICR”). The parties may agree to add or remove printers from time to time during the Term by mutual execution of a CSA MDS Change Order. Customer shall provide CSA a standard device configuration sheet showing the start meter reading of the added printer(s) as of the start date of this contract. Otherwise, CSA may compute a start reading for the printer(s) utilizing the current meter reading and subtracting an estimated monthly volume per printer, as determined by CSA. In the event Customer acquires additional devices subsequent to the start date of this Agreement, the start meter shall be zero. If the quantity of printers changes during the Term from the original quantity listed on Schedule A, Schedule A-MICR or Schedule B, CSA reserves the right to adjust the pricing accordingly. 5. YOUR RESPONSIBILITIES. As a condition precedent to CSA’s duties:

(a) The Printers shall be in good working condition on the Start Date (as determined solely by CSA in its reasonable discretion). (b) You shall provide CSA with an accurate location and printed configuration page for each printer placed under this Agreement. You shall notify CSA if you relocate any printers from the address indicated

on Schedule A, A-MICR, B or any related Change Order. (c) You shall use only CSA-approved parts and supplies for the Printers. (d) You shall have proper electrical and network connections and install and use CSA approved surge protector(s) where appropriate. (e) You shall provide a Key Operator responsible for designated duties in the operator’s manual and insure that the proper supplies are being installed and/or used correctly with the Printers. (f) You are solely responsible for security of your electronic and other data. (g) You must install and keep the DCA installed on your network for networked devices and locally for non-networked devices throughout the Term of this Agreement. If the DCA does not communicate with

CSA, you agree to provide manual meter readings upon request. (h) You agree that CSA may use estimated meter readings if it does not receive timely meter reading on any Printers covered by this Agreement. (i) You shall utilize the CSA ordering procedures for adding or deleting printers and ordering Toner Cartridges. You acknowledge that CSA will not deliver services or toner for printers not listed on Schedule

A, Schedule A-MICR, Schedule B or any related Change Order until you complete the proper ordering procedure to add the printer to the Agreement. (j) You shall provide timely meter readings for any printer not connected to the DCA for any reason.

SEE PAGE 2 FOR ADDITIONAL TERMS AND CONDITIONS

Subject to the terms and conditions of this Agreement and any listed Statement of Work above, CSA agrees to provide (i) Managed Print Services for the Printers listed in Schedule A, Schedule A-MICR and if applicable, (ii) toner cartridges for the Printers listed in Schedule B of this Agreement or in any future Change Order related to this Agreement (the “Printers”) at the charges stated herein or therein. BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE MANAGED PRINT SERVICES SPECIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY SCHEDULE(S) OR ADDENDUM(S) HERETO, ARE INCORPORATED AND MADE A PART OF THIS AGREEMENT.

Customer’s Authorized Signature ____________________________________________________________________________________________________________________

Printed Name ______________________________________________________ Title __________________________________________ Date ________________________

MANAGED PRINT SERVICES AGREEMENT

Salesperson: Order Date:

The undersigned (whether one or more are specified, “Guarantor(s)"), in consideration of CANON SOLUTIONS AMERICA, INC. (“CSA”) entering into a unified lease agreement (together with any schedules or

supplements thereto, “Agreement") with the customer identified above ("Customer"), irrevocably and unconditionally, jointly and severally, guarantee to Lessor (as defined in the Agreement) and its successors

and assigns, the payment when due of all amounts owed under the Agreement (whether at maturity or upon the occurrence of an event of default or otherwise) and the performance by Customer of all terms of

the Agreement and any other transaction between Customer and Lessor (or CSA as assigned to Lessor) (collectively, "Liabilities”). If Customer shall fail to pay or perform any Liabilities when due, Guarantors

shall, upon demand, pay any amounts which may be due from Customer and take any action required of Customer under the Agreement. This is an absolute and continuing guaranty and Guarantors' liability under

this Guaranty is primary and will not be affected by any settlement, extension, renewal or modification of the Agreement or any discharge or release of Customer's obligations, whether by agreement or operation

of law.

If any payment applied by Lessor on the Liabilities is thereafter set aside, recovered or required to be returned for any reason (including without limitation the bankruptcy, insolvency or reorganization of

Customer or any other person), the Liabilities to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this

Guaranty shall be enforceable as to such Liabilities as fully as if such application had never been made. This Guaranty may be terminated only upon sixty (60) days’ prior written notice to CSA and Lessor, and

such termination shall be effective only as to Liabilities arising under schedules, supplements, or agreements entered into after the effective date of termination and shall not affect Lessor’s rights under this

Guaranty arising out of the Agreement or other agreements entered into prior to such date. Guarantors waive all damages, demands, presentments and notices of every kind and nature, any rights of set-off, and

any defenses available to a guarantor (other than the defense of payment and performance in full) under applicable law. Guarantors further waive any (i) notice of the incurring of indebtedness by Customer and

the acceptance of this Guaranty, (ii) right to require suit against Customer or any other party before enforcing this Guaranty and (iii) right of subrogation to Lessor’s rights against Customer until the Liabilities

are satisfied in full. Any (a) renewals and extensions of time of payment, (b) release, substitution or compromise of or realization upon the Equipment, other guaranties or any collateral security and (c) exercise

of any other right under this or any other agreement between Lessor (or CSA as assigned by Lessor) and Customer or any third party, may be made, granted and effected by Lessor without notice to Guarantors

and without in any manner affecting Guarantors' liability under this Guaranty.

Guarantors shall pay all expenses (including attorneys’ fees and legal expenses) paid or incurred by Lessor in endeavoring to collect the Liabilities or any part thereof and in enforcing the Guaranty. THIS

GUARANTY SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED

BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN GUARANTORS AND LESSOR SHALL BE BROUGHT IN ANY

STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT LESSOR’S SOLE OPTION, IN THE STATE WHERE ANY GUARANTOR, CUSTOMER

OR EQUIPMENT IS LOCATED. GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, IRREVOCABLY WAIVE OBJECTIONS TO JURISDICTION OF SUCH COURTS AND OBJECTIONS TO

TO VENUE AND CONVENIENCE OF FORUM. GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, AND CSA AND LESSOR,BY THEIR ACCEPTANCE HEREOF, HEREBY IRREVOCABLY

WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS.

Guarantors agree that CSA and Lessor may accept a facsimile or other electronic transmission of this Guaranty as an original, and that facsimile or electronically transmitted copies of Guarantors'

signatures will be treated as an original for all purposes.

BY YOUR SIGNATURE BELOW, YOU AGREE TO LEASE THE ITEMS LISTED ON SCHEDULE A OR IN ANY ADDENDUM(S) TO THIS AGREEMENT. YOUACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, INCLUDING THE GENERAL TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN BY

REFERENCE. The undersigned and CSA have each caused this Agreement to be executed as of the date first written below.

SLS-107F CFS-1209 July 2017 Page 1

Tax ExemptEnd of Lease Term Purchase Option *

Check must accompany agreement

Lease Term

Address: _________________________________________________________________________________________________________ Phone: ____________________________

Select 1 option:

Address: _________________________________________________________________________________________________________ Phone: ____________________________

(* Plus applicable taxes)

Printed Name: _________________________________________________________ Date: _________________Signature: _______________________________________________________________ (no title)

Payment Frequency

________ Months

Excess Per Image Charge Billing Cycle

Consumables Inclusive

Coverage Plan

Organization Information

Zip:Lease Information

Customer Account:

Company Legal Name:

City: County:

Chief Executive Office and address for notices:

City:

Federal Tax Identification Number (TIN):

Phone:

Contact: Fax:

E-Mail:

State:

#ULF

Equipment

Maintenance

Address:

Customer ("You"):

State: Zip:

Maintenance TotalBase

Included for all

Equipment

Included, except for Equipment

excluded on Schedule ADeclined

Under separate

agreement

Equipment Description: See Schedule A

Doing Business As:

Billing Address:

Customer's Authorized Signature: ___________________________________________________________________________ Date: ____________________________________

Printed Name: ___________________________________________________________________________________________ Title: _____________________________________

PO Required

See Schedule A

Charges

Printed Name: _________________________________________________________Signature: _______________________________________________________________ (no title) Date: _________________

CSA Authorized Signature: _________________________________________________________________________________ Date: ____________________________________

Printed Name: ___________________________________________________________________________________________ Title: _____________________________________

Personal Guaranty

Amount Due at SigningPayment *

# of Payments in

Advance:

_____________

TOTAL DUE AT SIGNING *

$ ___________________$ _________ + $ _________ = $ ___________

Canon Solutions America, Inc. ("CSA")One Canon Park, Melville, NY 11747(800)-613-2228

UNIFIED LEASE AGREEMENT

Corporation Limited Liability Company

Limited Liability Partnership

Non-Profit Corporation

Partnership

State or Local Government

Sole Proprietorship If selected, complete Date of Birth __________

Yes PO# __________________ No

Monthly

Quarterly Fair Market Value $1.00 Other ____________ (estimated)

QuarterlyMonthly Other ________

Yes (Attach certificate)

Toner Other ___________

Per Unit Fleet If adding to existing fleet, applicable contract # ___________________ Aggregate

If adding to an existing Aggregate, provide either a contract # or serial # under Aggregate._________________________

SLS-107F CFS-1209 July2017 Page 2 Customer Initials ______

GENERAL TERMS AND CONDITIONS1. LEASE OF EQUIPMENT AND SOFTWARE 1.1 Listed Items; Commencement of Lease; Lessor. CSA shall supply, for lease by you as provided below, and you shall lease the units of equipment (“Equipment”) and licenses of software with separate support contracts, if applicable (“Listed Software”; and together with the Equipment and all replacements and additions thereto, “Listed Items”) indicated on Schedule A. The initial lessor is Canon Financial Services, Inc. (together with any future assignees of its rights as lessor, “Lessor”). You shall keep the Listed Items at the “Ship To” location, not move them to another location without the prior written consent of Lessor (defined below), and keep them free and clear of all liens and encumbrances. This Agreement shall be effective on the date the Listed Items are delivered to you (“Lease Commencement Date”). The term of this Agreement begins on the date accepted by CSA or any later date that CSA designates (“Agreement Date”), and shall continue for an initial term of the number of months specified on page 1(together with any renewal periods, “Lease Term”). Your execution of an acceptance certificate provided by CSA shall conclusively establish that the Listed Items have been delivered to and irrevocably accepted by you. If you have not, within 10 days after delivery of Equipment, delivered to Lessor written notice of non-acceptance of any Equipment, specifying the reasons and referencing this Agreement, you shall be deemed to have irrevocably accepted the Equipment. After acceptance, you shall have no right to cancel this Agreement or return the Listed Items prior to the end of the Lease Term for any reason whatsoever, including termination of any maintenance services that may be provided by CSA under this or any separate agreement. Title to all Listed Items shall be transferred by CSA to Lessor. CSA shall assign to Lessor all of its rights (but none of its obligations) with respect to the Listed Items, including the right to receive all Payments. Lessor does not and shall not assume any obligations under this Agreement. CSA shall remain solely liable for the performance of all maintenance, service, and warranty obligations described in this Agreement. 1.2 Payments and Costs. You shall pay to Lessor each billing period the fixed base and, if applicable, the fixed maintenance amounts and per image charges and all other amounts, as listed and specified on page 1 and Schedule A and such other amounts permitted in this Agreement as invoiced by Lessor (collectively, “Payments”; the fixed maintenance amounts and the per image charges are the “CSA Payments”, and all other Payments are the “Lessor Payments”). For Equipment designated as Corporate Advantage, the meter shall record a quantity of 2 images for any image produced on media wider than 8½”. The Payments shall not increase during the initial term. Prepaid charges shall not be refundable except as provided in Paragraph 2.1(b). Invoices shall be due and payable upon receipt. All Payments will be applied in such order as Lessor, in its discretion, may determine. This lease is a net lease. Lessor Payments shall be made without set-off or deduction, even if the Listed Items malfunction and irrespective of any non-performance by CSA of its maintenance obligations. You authorize Lessor to adjust the Payments and the End of Term Purchase Option amount (if specified on page 1) (“Purchase Option”) by up to 15% if the actual cost of the Listed Items and any related services and supplies, including any sales and use tax, exceed CSA’s estimates on which such amounts were based. You shall pay a $85 documentation fee and any applicable taxes (including personal property tax), expenses, charges and fees imposed with respect to the Listed Items, the Payments or your performance or non-performance under this Agreement, and you shall reimburse Lessor for the same plus processing fees (collectively, “Costs”). You agree that Lessor may in its sole discretion apply, but shall not be obligated to apply, any amounts paid in advance to any amount due or to become due hereunder, and in no event shall any amount paid in advance earn interest unless required by applicable law. If any Payments are late, you shall pay (a) the actual and reasonable costs and expenses of collection, including attorneys’ fees, whether or not suit is brought, (b) a late charge equal to the higher of 10% of the amount due or $25, as reasonable liquidated damages, and (c) if Lessor should bring court action, you agree that attorney fees equal to 25% of the amount sought shall be deemed reasonable, in each case not to exceed the maximum amount permitted by law. 1.3 Purchase Options; Return. (a) END OF TERM PURCHASE OPTION. To elect this option, you shall give Lessor 60 days’ prior irrevocable written notice (unless the Purchase Option price is $1.00) that you will purchase, upon the expiration of the Lease Term, all the Listed Items at the Purchase Option price plus any Costs. (b) PRIOR TO MATURITY PURCHASE. You may upon not less than 60 days’ prior irrevocable written notice, purchase all the Listed Items at a price equal to the sum of all remaining Payments, plus the Fair Market Value, plus Costs. For purposes of this Agreement, “Fair Market Value” shall be Lessor’s retail price at the time you notify Lessor of your intent to purchase the Equipment. (c) Listed Item purchases shall be “AS-IS WHERE-IS” without warranty, except for title; purchases of licenses of Listed Software are subject to the terms thereof. (d) Unless this Agreement contains a $1.00 Purchase Option, this Agreement shall automatically renew on a month to month basis at the same Payment amount (subject to increase of CSA Payments) and frequency unless you, at least 60 days before the end of the Lease Term, send to Lessor written notice (the "End of Term Notice") that you either (i) are purchasing all (but not less than all) of the Equipment in accordance with the terms hereof, or (ii) do not want to renew this Agreement, and at the end of the Lease Term shall return the Equipment as provided below. Unless this Agreement automatically renews or you purchase the Equipment as provided in this Agreement, you shall, at the termination of the Lease Term, return the Equipment at your sole cost and expense in good operating condition, ordinary wear and tear resulting from proper use excepted, to a location specified by Lessor. Lessor may charge you a return fee equal to the greater of one Lessor Payment or $250 for the processing of returned Equipment. If for any reason you fail to return any Equipment to Lessor as provided in this Agreement by the last day of such Lease Term, you shall pay to Lessor upon demand one billing period's Lessor Payment for each billing period or portion thereof that such return is delayed. If you fail to provide the required End of Term Notice and return the Equipment at the end of the Lease Term, you shall pay to Lessor upon demand the 60-day equivalent of Lessor Payments to satisfy the End of Term Notice period referenced above. You shall reimburse Lessor for any costs incurred by Lessor to place the Listed Items in good operating condition. 2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS PARAGRAPH 2 (“Maintenance”) ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance provided to you under separate agreement between CSA and you shall be governed solely by the provisions thereof. 2.1 Covered Service. (a) CSA shall provide all routine preventive maintenance and emergency service necessary to keep the Equipment in good working order in accordance with this Agreement and CSA’s normal practice. Such service shall be performed between 8:30 A.M. and 5:00 P.M. Monday through Friday, except holidays. (b) You shall afford CSA reasonable and safe access to the Equipment to perform on-site service. CSA may terminate its maintenance obligations as to any Equipment if you relocate it to a site outside CSA’s service coverage area. If, in CSA’s opinion, any Equipment cannot be maintained in good working order through CSA’s routine maintenance services, CSA may, at its option, (i) substitute comparable Equipment or (ii) cancel any balance of the term of its maintenance obligations as to such Equipment and refund the unearned portion of any prepaid CSA Payments. Parts or Equipment replaced or removed by

CSA in connection with Maintenance shall become the property of Lessor and you disclaim any interest in them. (c) Installation/Implementation of Listed Software may be at an additional charge except to the extent included as a Listed Item and may be conditioned on your agreement to a separate statement of work or other document covering the scope and schedule of installation/implementation, configuration options, responsibilities of each party, and other matters, which shall solely govern as to the matters covered therein. Additional charges may apply for work beyond the initial scope described in such separate document. (d) Support for Listed Software is provided directly by the respective developers thereof and as set forth in each developer’s applicable separate support contract, and is not provided by CSA under this Agreement except as expressly provided herein. Support for Listed Software may require separate purchase by you of a support contract, unless included under this Agreement as a Listed Item. The terms of support contracts for Listed Software are available from the developers, or will be provided to you by CSA upon request. Notwithstanding any provision in the support contract to the contrary, it shall automatically renew on an annual basis, subject to a price increase after the initial term. (e) CSA shall make available to you from time to time upgrades and bug fixes for the software licensed as part of the Equipment and for Listed Software, but: (i) only if such upgrades and bug fixes are provided to CSA by the developers of such Listed Software, (ii) availability of upgrades and bug fixes may be at additional charge, and (iii) installation of such upgrades and bug fixes by CSA if requested by you shall be at additional charge. You are not required to use CSA for installation of either Listed Software or for any upgrades and bug fixes, but if installation is done by anyone other than CSA, CSA shall have no responsibility for any performance or other issues that may result from such installation. (f) CSA shall also use reasonable efforts to provide Level 1 support for the Listed Software (except that for certain Listed Software, Level 1 support shall be provided only if and so long as a separate software support contract for such Listed Software from the developer thereof is in effect). Level 1 support consists of (i) providing help-line telephone assistance in operating the Listed Software and identifying service problems in the Listed Software, and attempting to troubleshoot any such problems; (ii) escalating operating problems to the applicable developer of the Listed Software as needed to rectify such problems, including facilitating contact between you and the developer of the Listed Software as necessary; and (iii) maintaining a log of such problems to assist in tracking the same. 2.2 Maintenance Term and Charges. (a) Maintenance shall start on the Lease Commencement Date and shall continue for the Lease Term. (b) Consumables Inclusive Maintenance includes replenishment of toner only (and other consumables, but only if specified on page 1). Toner is supplied for exclusive use with the Equipment. CSA may terminate the Maintenance if you use consumables in a different manner. If your toner usage exceeds by more than 10% the published manufacturer specifications for conventional office image coverage, CSA may invoice you for such excess usage. You may purchase additional toner from CSA if required. You shall bear all risk of loss, theft or damage to unused consumables, which shall remain CSA’s property and shall be returned promptly upon termination of this Agreement or Maintenance. (c) If you selected the Fleet or Aggregate Coverage Plan on page 1, the Base Charge and the Covered Images Included shall apply to all of the Equipment on Schedule A unless otherwise indicated. If specified on page 1 that the Listed Items are being added to an existing fleet under a previous agreement between you and CSA, (i) the fleet shall include the listed items under the previous agreement, and all other agreements for which the add to existing fleet option was selected, and (ii) the maintenance term for all Listed Items under this Agreement shall be the same as the maintenance term for all listed items under all such previous agreements. (d) If specified on the face page that the Listed Items are being added to an existing Aggregate Coverage Plan under a previous agreement between you and CSA, the Covered Images shall apply to all of the Equipment on the schedule, unless otherwise indicated, plus the listed items under the previous agreement(s), and all other agreements for which the add to existing Aggregate Coverage Plan was selected, on an aggregated basis, for so long as the maintenance term for all such listed items continues. (e) Unless otherwise indicated on Schedule A, you authorize CSA to use networked features of the Equipment including imageWARE to receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement. This feature is not capable of sending or receiving image data. (f) You shall provide meter readings to CSA in accordance with the Meter Read Method selected. If you selected the myCSA website, you, your employees or agents shall complete CSA’s registration process governing access to and use of such website, and you agree to be bound by, and comply with its Terms of Use. CSA may change your meter read options from time to time upon 60 days’ notice. If CSA does not receive timely meter readings from you, you shall pay invoices that reflect CSA’s estimates of meter readings. CSA may verify the accuracy of any meter readings from time to time and invoice you for any shortfall in the next invoice. (g) You agree that CSA may suspend performance of Maintenance if and so long as any Payments are overdue, and that any such suspension shall not in and of itself be deemed a termination of this Agreement. 2.3 Non-Covered Service. The following services are not included within Maintenance and shall be invoiced in accordance with CSA’s then current labor, parts and supply charges: (a) replacement of any consumables not provided as part of Consumable Inclusive Maintenance identified on page 1, including, without limitation, paper, toner, ink, waste containers, fuser oil, staples (, other media, print heads and puncher dies; (b) repairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Equipment; the use of parts, supplies or software not supplied by CSA; service performed by anyone other than CSA; accident; use of Equipment with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) de-installation, re-installation, or relocation of Equipment; (d) repairs to or realignment of Equipment and related training necessitated by changes made to your system configuration or network environment; (e) work requested to be performed outside of CSA’s regular business hours; and (f) repair of any network/system connection devices, except when listed on page 1. If you have NOT selected Maintenance on page 1, any of the maintenance services described in Paragraph 2.1 above shall be available only upon your request, either under separate agreement with CSA or invoiced in accordance with CSA’s then current labor, parts and supply charges. Installation of certain Listed Software may also require a separate agreement between you and CSA setting forth the scope of work, your responsibilities in connection with such installation, and other terms and conditions as required by CSA. Such separate agreement(s) shall solely govern, and this Agreement shall not apply to, the services described therein. 3. CSA CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance

of your Canon or Océ brand product, upon your written request, CSA in its sole discretion will repair or replace the product with a like unit with equivalent capabilities. Prior to replacement, CSA shall have had the opportunity to return the product to good working order in accordance with the terms of this agreement. If a replacement unit is provided, the lease hereunder of the replaced unit shall be deemed terminated and the replacement unit shall be deemed a “Listed Item” for the lease and all other purposes of this Agreement. This policy shall apply only if you are not in default of this Agreement and Maintenance under this Agreement has not been canceled or terminated.

ULF #__________

SLS-107F CFS-1209 July 2017 Page 3 Customer Initials ______

4. DATA. You acknowledge that the hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that you may store for purposes of normal operation of the Equipment (“Data”). You acknowledge that Lessor is not storing Data on behalf of you and that exposure or access to the Data by CSA or Lessor, if any, is purely incidental to the services performed by CSA or Lessor. Neither CSA nor Lessor nor or any of their affiliates has an obligation to erase or overwrite Data upon your return of the Equipment to CSA or Lessor or any other disposition of the Equipment by you. You are solely responsible for: (A) your compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (B) all decisions related to erasing or overwriting Data. Without limiting the foregoing, you should, (i) enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on certain Equipment and/or (ii) prior to return or other disposition of the Equipment, utilize the HDD (or comparable) formatting function (which may be referred to as “Initialized All Data/Settings” function) if found on the Equipment to perform a one pass overwrite of Data or, if you have higher security requirements, you may purchase from CSA at current rates an appropriate option for the Equipment, which may include (a) an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms, (b) an HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data erase functionality as a standard feature), or (c) a replacement hard drive (in which case you should properly destroy the replaced hard drive). You shall indemnify Lessor, CSA, their subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees) arising or related to the storage, transmission or destruction of the Data. The terms of this section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA or Lessor applies, or could be construed to apply to Data. 5. LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS; INDEMNIFICATION 5.1 Limited Warranty. Equipment is warranted only as provided in the manufacturer’s warranty provided with the Equipment (for CANON brand Equipment, the manufacturer’s warranty is provided by Canon U.S.A., Inc.). End user warranties, if any, for Listed Software are provided solely by the developers or suppliers of the Listed Software. So long as you are not in breach or default of this Agreement, Lessor assigns to you, solely for the purpose of making and prosecuting any such claim, the rights, if any, which Lessor may have under all such warranties for the Listed Items. 5.2 Disclaimer of Warranties. LESSOR IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE LISTED ITEMS. AS BETWEEN YOU AND LESSOR, THE LISTED ITEMS ARE LEASED “AS IS” AND ARE OF A SIZE, DESIGN, AND CAPACITY SELECTED BY YOU. LESSOR HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LISTED ITEMS. The warranties, if any, provided for any of the Listed Items are enforceable by you only against the Canon company or third party making such warranties, not against any Lessor. CSA is not an agent or representative of Lessor and is not authorized to waive or alter any of Lessor’s rights or make any representation for Lessor about the Listed Items, except to the extent set forth in this Agreement. EACH OF CSA AND LESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED ITEMS OR CSA’S SERVICES. THE FURNISHING OF MAINTENANCE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION OR USE OF ANY OF THE LISTED ITEMS. 5.3 Limitation of Liability. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR

INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES; OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA OR LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.4 Indemnification. You shall reimburse Lessor for and defend Lessor against any claim

for losses or injury caused by the Listed Items, before and after the Lease Term ends. 6. ADDITIONAL LEASE REQUIREMENTS. 6.1 Warranty of Business Purpose; Maintenance. You warrant that the Listed Items will not be used for personal, family or household purposes. If at any time for any reason whatsoever CSA’s maintenance obligations have terminated, at your sole expense you shall keep the Equipment in good working order and supply and install replacement parts and accessories when required to maintain the Equipment. Any such replacements shall be the property of Lessor and shall be deemed Equipment. 6.2 Risk of loss; Insurance. Effective upon delivery to you, you shall bear the entire risk of any loss or theft of or damage to the Equipment (“Loss”). You shall obtain and maintain during the term hereunder including all renewals and extensions, at your expense, (a) property insurance for the full replacement value of the Equipment and (b) comprehensive public liability and property damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be in form and amount and with companies satisfactory to Lessor. Each insurer providing such insurance shall name Lessor as additional insured and loss payee and provide Lessor 30 days’ prior written notice of alteration or cancellation. You shall deliver certificates or other evidence of insurance to Lessor. You appoint Lessor as your attorney-in-fact solely to make claim for, receive payment of, and execute and endorse documents, checks, or drafts for any Loss. If within 10 days after request you fail to deliver satisfactory evidence of such insurance to Lessor, then Lessor shall have the right, but not the obligation, to obtain insurance covering Lessor’s interests in the Equipment, and add the costs of maintaining such insurance and an administrative fee to the amounts due from you under this Agreement. Lessor and any of its affiliates may make a profit on the foregoing. You shall promptly (i) repair or replace any Equipment subject to a Loss or (ii) pay to Lessor the Remaining Lease Balance (defined below). No Loss shall relieve you of any obligation under this Agreement. 7. DEFAULT; REMEDIES. You shall be in default of this Agreement if: (a) you fail to make any Payments when due or perform any of your other obligations under this Agreement; (b) you fail to make payments when due of any indebtedness to Lessor; (c) you or any guarantor of your obligations (“Guarantor”) cease doing business as a going concern; (d) you or any Guarantor become insolvent or make an assignment for the benefit of creditors; (e) a petition or proceeding is filed by or against you or any Guarantor under any bankruptcy or insolvency law; (f) a receiver, trustee, conservator, or liquidator is appointed for you, any Guarantor, or any of your or any Guarantor’s property; (g) any statement, representation or warranty made by you or any Guarantor to CSA or Lessor is incorrect in any material respect; or (h) you or

any Guarantor who is a natural person die. If you are in default, you shall pay for Lessor’s reasonable collection and other costs, and without limiting any of CSA’s rights hereunder or under applicable law, Lessor may exercise (on behalf of itself and, as applicable, CSA) any one or all of the following remedies: (1) declare all unpaid Payments (other than per image charges) immediately due and payable, with Lessor retaining title to the Listed Items; (2) terminate any and all agreements with you; (3) without notice, demand or legal process, retake possession of the Listed Items (and you authorize Lessor to enter upon the premises where the Listed Items may be found) and (A) retain the Listed Items and all Payments and other sums paid, (B) re-lease the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the value attributed to the Listed Items by Lessor for purposes of calculating the payments under the new lease agreement, or (C) sell the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the net amount received by Lessor from such sale; or (4) pursue any other remedy permitted at law or in equity. Lessor may sell the Listed Items after preparing them or not and may disclaim warranties of title and the like. If the Listed Items are not available for sale, you shall be liable for the Remaining Lease Balance and any other amounts due. The “Remaining Lease Balance” shall be the sum of: (i) all Lessor Payments then owed by you to Lessor; (ii) the present value of all remaining Lessor Payments for the full Lease Term; (iii) the Purchase Option price of the Listed Items indicated on the face of this Agreement; plus (iv) any applicable taxes, expenses, charges, and fees. For purposes of determining present value, Lessor Payments shall be discounted at 3% per year. 8. SECURITY; WAIVER. You authorize Lessor to file any form of financing or continuation statements and amendments thereto. THE LEASE CREATED BY THIS AGREEMENT IS INTENDED AS A "FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (“UCC 2A) AND LESSOR IS ENTITLED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE, AND YOU IRREVOCABLY WAIVE ANY RIGHT OF NOTICE THEREOF. YOU WAIVE YOUR RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. If the lease is determined not to be a true lease, you grant Lessor a security interest in the Listed Items. Your exact legal name, your chief executive office address, and your jurisdiction of organization are as set forth on page 1; if you change any of them or the corporate structure, you shall provide prior written notice to Lessor 30 days before such change. Upon request, you will execute and deliver to Lessor such documents as required or appropriate. 9. GENERAL 9.1 Choice of Law and Forum. THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND CAUSES OF ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE, SHALL FOR ALL PURPOSES BE GOVERNED BY THE LAWS OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN CAMDEN OR BURLINGTON COUNTY, NEW JERSEY, OR AT LESSOR’S OPTION IN ANY STATE WHERE YOU OR THE EQUIPMENT ARE LOCATED. YOU WAIVE OBJECTIONS TO THE JURISDICTION OF SUCH COURTS, TO VENUE AND TO CONVENIENCE OF FORUM. ANY SUIT, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE, SHALL BE COMMENCED, IF AT ALL, WITHIN 1 YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. 9.2 Entire Agreement; Electronic Acceptance. This Agreement shall be binding upon you

when you sign it, upon CSA when CSA has installed the Equipment, and upon Lessor when you have accepted the Listed Items. All provisions of this Agreement, including Section 4, which by their nature can be construed to survive the expiration or termination of the Agreement shall so survive. CSA or Lessor may insert missing or correct other information including the Listed Item description, serial number, and location; and corrections to your legal name; but otherwise this Agreement (together with any separate agreement entered into between you and CSA as described in Section 2.3 above) constitutes the entire agreement between the parties with respect to the subject matter hereof. Any purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement shall be deemed null and void. No representation or statement shall be binding upon Lessor or CSA as a warranty or otherwise unless it is contained in the original of this Agreement. This Agreement shall not be modified or amended except in a written amendment signed by an authorized signer of CSA and you. If a court finds any provision to be unenforceable, the remaining provisions shall remain in full force and effect. You expressly disclaim having relied upon any statement concerning the capability, condition, operation, performance or specifications of the Listed Items, except to the extent set forth in the original of this Agreement. CSA or Lessor may accept electronic images of this Agreement or any Acceptance Certificate as originals, and electronic copies of your signature will be treated as original for all purposes. 9.3 Joint and Several Liability; Assignment. If more than one entity executes this Agreement as the Customer, your obligations shall be joint and several. YOU SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT, NOR SHALL YOU SUBLET OR LEND ANY LISTED ITEMS. Each of CSA and Lessor may pledge or assign its rights under this Agreement. If a Lessor assigns its rights, the assignee will have the same rights and benefits that the Lessor had and shall not have any obligations hereunder. The rights of the assignee will not be subject to any claims, defenses, or setoffs that you may have against the Lessor. 9.4 Notices. All notices required or permitted under this Agreement shall be sufficient if delivered personally, sent via facsimile or other electronic transmission, or mailed to such party at the address set forth on page 1 or at such other address as such party may designate in writing from time to time. Notices shall be effective 3 days after deposit in the U.S. mail, duly addressed, or upon delivery via personal or express delivery, facsimile or other electronic transmission. You shall send all notices regarding lease provisions to Lessor only, and all notices regarding maintenance provisions to CSA only

Address for notices to Canon Solutions Address for notices to Canon Financial America, Inc.: Services, Inc.:

300 Commerce Square Blvd. 158 Gaither Drive, Suite 200 Burlington, NJ 08016 Mount Laurel, NJ 08054 Attn: Customer Service Department Attn: Customer Service Department Phone: (800) 613-2228 Phone: (800) 220-0330 Fax: (800) 220-4002 Fax: (856) 813-5122 Email: [email protected] Email: [email protected]

9.5 USA PATRIOT Act; Credit information. To help the government fight the funding of

terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who enters into a lease. This means that when you enter into a lease, Lessor may ask for, among other things: (a) your federal tax identification number and (b) your date of birth, if you are a sole proprietor. Lessor may also ask to see identifying documents. You authorize your credit references, any credit reporting agency, or any third party (including Lessor) to collect any credit information and to release the same to Lessor, its affiliates, and their respective designees or assignees.

ULF #__________

SER-024 April 2017 CSA Page 2 Customer Initials ____________ Date ________

ADDITIONAL TERMS AND CONDITIONS

These are the additional terms and conditions referred to on page 1 to which they are attached (such page 1, and any addendum(s) hereto, collectively with these terms and conditions, the “Agreement”). 6. CSA RESPONSIBLITIES (a) CSA may tag each Printer initially listed on Schedule A, Schedule A-MICR or Schedule B with a CSA Service tag indicating serial # and CSA contact information. (b) Printers listed on Schedule A, A-MICR and B are provided replenishment of Original Equipment Manufacturer (“OEM”) or 3rd Party manufactured toner cartridges, as indicated on Page 1, for exclusive use with the Printers specified on Schedule A, A-MICR and B. The pricing in this agreement is based upon 5% toner coverage for black & white and 20% for color letter size pages. You agree that CSA may invoice you for excess usage in the event your actual toner usage exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the expected print volume (“EPV”) minus the actual print volume reported. The EPV = actual number of cartridges shipped x the toner yield per cartridge x 90%. You shall bear all risk of loss, theft or damage to unused toner cartridges provided to you under this Agreement, which shall remain CSA’s property and shall be returned promptly upon termination of this Agreement. (c) CSA will perform an initial walkthrough of Customer locations covered under this Agreement. Customer shall identify each networked and non-networked device to be covered under this agreement. CSA will deliver, install, configure and test its network Data Collection Agent (“DCA”) with your IT staff assistance. CSA will provide all technical support, updates and maintenance for the DCA. (d) You acknowledge that CSA’s ability to deliver the services is dependent upon your full and timely cooperation with CSA, as well as the accuracy and completeness of the information provided by you to CSA. If, during the initial three (3) months of the Term, the assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or misstated, the parties agree to meet and in good faith negotiate equitable changes in the scope of work and associated charges. You agree to follow the detailed operational procedures which are explained in the MDS Customer Expectation Document which you hereby acknowledge receipt of at the time of executing this agreement. 7. SERVICES. YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 7 ONLY FOR THE EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A-MICR, CHANGE ORDER FORM A, OR CHANGE ORDER FORM A-MICR . Such services are subject to the exclusions hereinafter described. 7.1 COVERED SERVICES. (a) CSA shall provide all routine preventive maintenance, maintenance kits and emergency service necessary to keep the Printers in good working order in accordance with this Agreement and CSA’s normal practice. Such service shall be performed during CSA’s local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except holidays). (b) You shall afford CSA full, free and safe access to the Printers to perform on-site service. CSA may terminate its maintenance obligations as to any Printers if you relocate it to a site outside CSA’s authorized service territory. If, in CSA’s opinion, any Printers cannot be maintained in good working order through CSA’s routine maintenance services, CSA shall, at its option, either (i) substitute comparable Printers at your expense or (ii) cancel the balance of any remaining term of this Agreement as to such Printers and refund the unearned portion of any prepaid charges hereunder. Parts replaced or removed by CSA in connection with maintenance services hereunder shall become the property of CSA and you disclaim any interest therein. 7.2 NON-COVERED SERVICE. You acknowledge that CSA shall not have obligations related to i) overhauls and/or reconditioning of printers; ii) printer user errors; (iii) the alteration, modification or customization of any software controlling, used by, installed on or embedded in the Printers; (iv) the service or repair of devices, accessories, power, data or communication lines or other instruments which are external to or otherwise not a component part of the Printers; (v) data erasure or hard drive removal or (vi) supplying external communications or data transfer lines, paper or other throughput, staples, cassettes, exit trays or other like items or supplies (other than toner cartridges as defined in section 3 ) used or consumed in the normal operations of the Printers (“Excluded Items”). The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with CSA’s then current labor, parts and supply charges: (a) replacement of any consumable supply item other than toner, (b) repairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which are not supplied by CSA and which cause abnormally frequent service calls or service problems; service performed by personnel other than CSA personnel; transportation of the Printers; accident; use of the Printers with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) re-installation or relocation of Printers; (d) repairs to or realignment of Printers, and related training, necessitated by changes you made to your system configuration or network environment; (e) repairs or service required as a result of inadequate operation of the Printers (e.g., CSA technician is dispatched to rectify a problem described in the operator manual); (f) work which you request to be performed outside of CSA’s regular business hours. 8. LIMITED WARRANTY. CSA’s services shall be performed in a good and workmanlike manner consistent with generally prevailing industry practices, and all parts and materials provided by CSA shall be free from defects in materials or workmanship, for a period of thirty days after the date of installation. This limited warranty excludes normal wear and tear on parts or components thereof and Printer problems arising from or related to Excluded Items, misuse, abuse, neglect, accident or improper maintenance (other than services performed by CSA) and shall be null and void if you or any third party alters or modifies the Printers in any manner after CSA repairs or services the Printers. 9. DATA. You acknowledge that hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that you may store for purposes of normal operation of the Equipment (“Data”). You acknowledge that CSA is not storing Data on behalf of you and that exposure or access to the Data by CSA, if any, is purely incidental to the services performed by CSA. Neither CSA nor any of their affiliates has an obligation to erase or overwrite Data upon your return of the Equipment to CSA or any leasing company. You are solely responsible for: (i) your compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (ii) all decisions related to erasing or overwriting Data. Without limiting the foregoing, you should, (a) enable Hard Disk Drive (HDD) data erase functionality that may be available on certain Equipment and/or (b) prior to return or other disposition of the Equipment, utilize the HDD (or comparable) formatting function if found on the Equipment to perform an overwrite of the Data. or, if you have higher security requirements, you may purchase from CSA at current rates an available option for the Equipment, which may include (x) an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms, (y) a HDD Data Erase Kit

that can perform up to a 3-pass overwrite of Data or (z) a replacement hard drive (in which case you should properly destroy the replaced hard drive). The terms of this Section 9 shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to Data. 10. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE PRINTERS AND SOFTWARE (OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA). YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE PRINTERS, SOFTWARE (OR METER COLLECTION METHODS). CSA SHALL NOT BE LIABLE FOR INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA’S NEGLIGENCE OR WILLFUL MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under this Agreement, including making prompt undisputed payments when due. CSA may terminate this Agreement upon your default with thirty (30) days notice to you. If an overdue payment is disputed in good faith within thirty (30) days after the due date thereof, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with CSA. In the event of your default, CSA may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay all charges then due but unpaid, including any applicable late charges, plus the remaining base charges for the balance of the term (not to exceed a period of 6 months). You agree that such charges are reasonable liquidated damages for loss of bargain and not a penalty. 12. TERMINATION. Either party may terminate this Agreement, with or without cause, by providing thirty (30) days written notice to the other party. CSA may also terminate this Agreement upon five (5) days written notice in the event of your failure to pay compensation due hereunder. Should you terminate this Agreement prior to the expiration of the Term other than for a material, uncured breach by CSA, you shall immediately pay to CSA an early termination fee equal to the average monthly billing to date and any excess toner charges per Section 6(b). Early termination charges are due in full immediately with the written termination notice, and are intended as a reasonable estimate of the anticipated damages to CSA arising from set-up, personnel training and similar costs. Your termination will not be effective until the early termination fee and any excess toner charges are paid in full. Any rights or remedies of either party existing prior to or as of the date of termination, such as for compensation, shall survive any termination or expiration of this Agreement. You shall promptly return, or permit CSA to remove, any Printers, parts, software or supplies owned, controlled or licensed by CSA. 13. CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS COMMENCED BY CLIENT AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. 14. MISCELLANEOUS. This Agreement shall be binding upon you when you sign this Agreement, and shall be binding upon CSA upon commencement of the covered services. CSA is and shall at all times be an independent contractor and shall not be deemed an employee or agent of you. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties. This Agreement and the attached exhibits contain the complete agreement between the parties and shall, as of the Effective Date hereof, supersede all other agreements, if any, between the parties relating to the services provided hereunder. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or the execution and delivery hereof except such representation as are specifically set forth herein. No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties. All provisions of this Agreement including Section 9, which by their nature can be construed to survive the expiration or termination of the Agreement shall so survive. Any purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement shall be deemed null and void. A failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right under this Agreement. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties. This Agreement shall not be assignable by you without CSA’s prior written consent, and any attempted assignment without such consent shall be void If a court finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Headings are for convenience only and shall not be considered in the interpretation of this Agreement. You agree that CSA may accept an electronic image of this Agreement as an original, and that electronic copies of your signature will be treated as an original for all purposes.

CANON SOLUTIONS AMERICA, INC.

LEASE AGREEMENT CFS-1020 (01/17)

CANON FINANCIAL SERVICES, INC. (“CFS”) Remittance Address: 14904 Collections Center Dr. Chicago, Illinois 60693 Phone: (800) 220-0200 CFS’ AGREEMENT NUMBER:

COMPANY LEGAL NAME DBA PHONE

(“Customer”)

BILLING ADDRESS CITY COUNTY STATE ZIP

EQUIPMENT ADDRESS CITY COUNTY STATE ZIP

EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS Quantity Serial Number Make/Model/Description Number of Payments Payment Amount *

Term in months: Payment Frequency: Monthly Quarterly Other:

Number of Payments in Advance: End of Term Purchase Option: Fair Market Value $1.00 Other ($ or %):

Total Amount Due at Signing *: * Plus Applicable Taxes (estimated)

THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER. CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN. THE UNDERSIGNED

HAS READ, UNDERSTANDS AND HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

ACCEPTED AUTHORIZED CUSTOMER SIGNATURE

CANON FINANCIAL SERVICES, INC. By: X Title:

By: Printed Name: Email Address:

Title: Tax ID#: If proprietor, DOB: Date:

Date: By: X Title:

Printed Name: Email Address:

To: Canon Financial Services, Inc. (“CFS”) ACCEPTANCE CERTIFICATE Customer certifies that (a) the Equipment referred to in this Agreement has been received, (b) installation has been completed, (c) the Equipment has been examined by Customer and is in good operating order and condition and is, in all respects, satisfactory to Customer, and (d) the Equipment is irrevocably accepted by Customer for all purposes under this Agreement. Accordingly, Customer hereby authorizes billing under this Agreement.

Signature: Printed Name: Title (if any): Date:

TERMS AND CONDITIONS 1. AGREEMENT: CFS leases to Customer, a organized under the laws of the State of , with its chief executive office at ,

and Customer leases from CFS, with its place of business at 158 Gaither Drive, Suite 200, Mount Laurel, New Jersey 08054, all the equipment described above, together with all replacement parts and substitutions for and additions to such equipment ("Equipment"), upon the terms and conditions set forth in this Lease Agreement (“Agreement”).

2. TERM OF AGREEMENT: This Agreement shall be effective on the date the Equipment is delivered to Customer, provided Customer executes CFS’ form of acceptance (“Acceptance Certificate”) or otherwise accepts the Equipment as specified herein. The term of this Agreement begins on the date accepted by CFS or any later date that CFS designates, and shall consist of the payment periods specified above and any renewal periods. After acceptance of the Equipment, Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof. The term of this Agreement shall end, unless sooner terminated by CFS, when all amounts required to be paid by Customer under this Agreement have been paid as provided and either (a) Customer has purchased the Equipment in accordance wi th the terms hereof or (b) the Equipment has been returned at the end of the scheduled term or renewal term in accordance with the terms hereof. Customer has no right to return the Equipment to CFS prior to the end of the scheduled term of this Agreement for any reason whatsoever, including, without limitation, payment of all amounts due hereunder prior to the end of the scheduled term.

3. PAYMENTS: Customer agrees to pay to CFS, as invoiced, during the term of this Agreement, (a) the payments specified under “Number and Amount of Payments” above, and (b) such other amounts permitted hereunder as invoiced by CFS (“Payments”). The Payment and the End of Term Purchase Option (“Purchase Option”) price specified above are based on the supplier's best estimate of the cost of the Equipment. Customer authorizes CFS to adjust the Payment and Purchase Option herein by up to fifteen percent (15%) if the actual total cost of the Equipment, including any sales or use tax, is more or less than originally estimated. Customer’s obligation to pay all amounts due under this Agreement and all other obligations hereunder shall be absolute and unconditional and is not subject to any abatement, set-off, defense or counterclaim for any reason whatsoever.

4. APPLICATION OF PAYMENTS: All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically, based on the date of the charge as shown on the invoice for each such amount, and among amounts having the same date in such order as CFS, in its discretion, may determine.

5. ADVANCE PAYMENTS: Customer agrees that CFS may in its sole discretion apply, but shall not be obligated to apply, any amount paid in advance to any amount due or to become due hereunder, and in no event shall any amount paid in advance earn interest except where required by applicable law. 6. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE EQUIPMENT. CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED “AS IS” AND IS OF A SIZE, DESIGN, AND CAPACITY SELECTED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any warranty with respect to the Equipment made by the manufacturer, dealer, or supplier is separate from, and is not a part of, this Agreement and shall be for the benefit of CFS, Customer and CFS' successors and assignees, if any. So long as Customer is not in breach or default of this Agreement, CFS assigns to Customer any warranties (including those agreed to between Customer and the manufacturer, dealer, or supplier) which CFS may have with respect to any item of Equipment; provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer, dealer, or supplier or as otherwise specified in warranty materials from such manufacturer, dealer, or supplier and shall not include any implied warranties arising solely from CFS’ acquisition of the Equipment. CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS. 7. ACCEPTANCE; DELIVERY: Customer's execution of the Acceptance Certificate, or other confirmation of Customer’s acceptance of the Equipment, shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not, for any reason, revoke that acceptance; however, if Customer has not, wi thin ten (10) days after delivery of such Equipment, delivered to CFS written

PERSONAL GUARANTY The undersigned, (whether one or more are specified, ''Guarantor(s)”), in consideration of CANON FINANCIAL SERVICES INC. (“CFS”) entering into an Agreement (together with any schedules or supplements thereto, “Agreement”) with Customer identified above (“Customer”) irrevocably and unconditionally, jointly and severally, guarantee to CFS, and its successors and assigns, the payment when due of al l amounts owed under the Agreement (whether at maturity or upon the occurrence of an event of default or otherwise) and the performance by Customer of all terms of the Agreement and any other transaction between Customer and CFS (collectively, “Liabilities”). If Customer shall fail to pay or perform any Liabilities when due, Guarantors shall, upon demand, pay any amounts which may be due from Customer and take any action required of Customer under the Agreement. This is an absolute and continuing guaranty, and Guarantors’ liability under this Guaranty is primary and will not be affected by any settlement, extension, renewal or modification of the Agreement or any discharge or release of Customer's obligations whether by agreement or operation of law.

If any payment on the Liabilities is thereafter set aside, recovered or required to be returned for any reason (including without limitation the bankruptcy, insolvency or reorganization of Customer or any other person), the Liabilities to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable as to such Liabilities as fully as if such application had never been made. This Guaranty may be terminated only upon sixty (60) days’ prior written notice to CFS, and such termination shall be effective only as to Liab ilities arising under schedules, supplements, or agreements entered into after the effective date of termination and shall not affect CFS' rights under this Guaranty arising out of the Agreement or other agreements entered into prior to such date.

Guarantors waive all damages, demands, presentments and notices of every kind and nature, any rights of set-off, and any defenses available to a guarantor (other than the defense of payment and performance in full) under applicable law. Guarantors further waive any (i) notice of the incurring of indebtedness by Customer and the acceptance of this Guaranty, (ii ) right to require suit against Customer or any other party before enforcing this Guaranty and (iii) right of subrogation to CFS' rights against Customer until the Liabilities are satisfied in full. Any (a) renewals and extensions of time of payment, (b) release, substitution or compromise of or realization upon the Equipment, other guaranties or any collateral security and (c) exercise of any other right under this or any other agreement between CFS and Customer or any third party, may be made, granted and effected by CFS without notice to Guarantors and without in any manner affecting Guarantors' liability under this Guaranty.

Guarantors shall pay all expenses (including attorneys’ fees and legal expenses) paid or incurred by CFS in endeavoring to co llect the Liabilities, or any part thereof and in enforcing the Guaranty. THIS GUARANTY SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN GUARANTORS AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT CFS' SOLE OPTION, IN THE STATE WHERE ANY GUARANTOR, CUSTOMER OR EQUIPMENT IS LOCATED. GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, IRREVOCABLY WAIVE OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, AND CFS, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS.

Guarantors agree that CFS may accept a facsimile or other electronic transmission of this Guaranty as an original, and that facsimile or electronically transmitted copies of Guarantors’ signatures will be treated as an original for all purposes.

Printed Name: Signature: (no title) Date:

Address: Phone:

CFS-1020 (01/17) Page 1 of 2 SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS

notice of non-acceptance, specifying the reasons therefor and specifically referencing this Agreement, Customer shall be deemed to have irrevocably accepted such Equipment. CFS is the lessor and Customer is the lessee of the Equipment under this Agreement. As between CFS and Customer only, this Agreement shall supersede any Customer purchase order in its entirety, notwithstanding anything to the contrary contained in any such purchase order. Customer agrees to waive any right of specific performance of this Agreement and shall hold CFS harmless from damages if for any reason the Equipment is not delivered as ordered, if the Equipment is unsatisfactory or if CFS does not execute this Agreement. Customer agrees that any delay in delivery of the Equipment shall not affect the validity of this Agreement. 8. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Equipment from the location specified herein except with the prior written consent of CFS. Customer shall keep the Equipment free and clear of all claims and liens other than those in favor of CFS. Customer's legal name (as set forth in its constituent documents filed with the appropriate governmental office or agency) is as set forth herein. The jurisdiction of organization and chief executive office address of Customer are as set forth herein. Customer shall provide CFS with written notice at least thirty (30) days prior to any change of its legal name, chief executive office address or its form of organization (including, without limitation, its jurisdiction of organization), and shall execute and deliver to CFS such documents as required or appropriate. 9. WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents and warrants that the Equipment will not be used for personal, family, or household purposes. Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment. Customer shall put the Equipment only to the use contemplated by the manufacturer. The Equipment shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property. Customer authorizes CFS (and any third party filing service designated by CFS) to execute and file (a) financing statements evidencing the interest of CFS in the Equipment (including forms containing a broader description of the Equipment than the description set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. 10. INDEMNITY: Customer shall reimburse CFS for and defend CFS against any claim for losses or injury caused by the Equipment. This Section shall survive termination of this Agreement. 11. MAINTENANCE; ALTERATIONS: Customer shall keep and maintain the Equipment in good working order and shall, at Customer’s expense, supply and install all replacement parts and accessories when required to maintain the Equipment in good working condition. Customer shall not, without the prior written consent of CFS, make any changes or substitutions to the Equipment. Any and all replacement parts, accessories, authorized changes to and/or substitutions for the Equipment shall become part of the Equipment and subject to the terms of this Agreement. 12. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES, USE, PROPERTY AND OTHER TAXES, AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest, and administrative fees now or at any time imposed upon any Equipment, the Payments, or Customer's performance or non-performance of its obligations hereunder, whether payable by or assessed to CFS or Customer. If Customer fails to pay any such fees, assessments, taxes, expenses or charges as required hereunder, CFS shall have the right but not the obligation to pay those fees, assessments, taxes, expenses and charges, and Customer shall promptly reimburse CFS, upon demand, for all such payments made plus administrative fees and costs, if any. Customer acknowledges that, where required by law, CFS will file any notices and pay personal property taxes levied on the Equipment. Customer shall reimburse CFS for the expense of such personal property taxes as invoiced by CFS and pay CFS a processing fee not to exceed $50 per year per item of Equipment that is subject to such tax. Customer agrees that CFS has not, and will not, render tax advice to Customer, and that payment of such taxes is an administrative act. ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT, CUSTOMER SHALL PAY TO CFS A DOCUMENTATION FEE, IN THE AMOUNT OF $85, TO REIMBURSE CFS FOR ITS ADMINISTRATIVE AND RECORDING COSTS. 13. INSURANCE: Customer, at its sole cost and expense, shall, during the term hereof including all renewals and extensions, obtain, maintain and pay for (a) insurance against the loss, theft, or damage to the Equipment for the full replacement value thereof, and (b) comprehensive public liability and property damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be in form and amount, and with companies satisfactory to CFS. Each insurer providing such insurance shall name CFS as additional insured and loss payee and provide CFS thirty (30) days’ written notice before the policy in question shall be materially altered or canceled . Customer shall pay the premiums for such insurance, shall be responsible for all deductible portions thereof, and shall deliver certificates or other evidence of insurance to CFS. The proceeds of such insurance, at the option of CFS, shall be applied to (a) replace or repair the Equipment, or (b) pay CFS the “Remaining Lease Balance”, which shall be the sum of: (i) all amounts then owed by Customer to CFS under this Agreement; plus (ii) the present value of all remaining Payments for the full term of this Agreement; plus (iii) the “Asset Value,” which shall be: (A) for an Agreement with a $1.00 Purchase Option, $1.00; (B) for an Agreement with a Fair Market Value Purchase Option or no Purchase Option selected, the Fair Market Value of the Equipment (as defined herein); and (C) for an Agreement with an Other Purchase Option, the respective dollar amount of such Purchase Option indicated on the face of this Agreement; plus (iv) any applicable taxes, expenses, charges and fees. For purposes of determining present value under this Agreement, Payments shall be discounted at three percent (3%) per year. Customer hereby appoints CFS as Customer's attorney-in-fact solely to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for any loss or damage to Equipment under any such insurance policy. If within ten (10) days after CFS’ request, Customer fails to deliver satisfactory evidence of such insurance to CFS, then CFS shall have the right, but not the obligation, to obtain insurance covering CFS’ interests in the Equipment, and add the costs of acquiring and maintaining such insurance, and an administrative fee, to the amounts due from Customer under this Agreement. CFS and any of its affiliates may make a profit on the foregoing. 14. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Equipment from any cause whatsoever, effective upon delivery to Customer. No such loss, theft or damage shall relieve Customer of any obligation under this Agreement. In the event of damage to any Equipment, Customer shall immediately repair such damage at Customer's expense. If any Equipment is lost, stolen, or damaged beyond repair, Customer, at the option of CFS, will (a) replace the same with like equipment in a condition acceptable to CFS and convey clear title to such equipment to CFS (and such equipment will become “Equipment” and be subject to the terms of this Agreement), or (b) pay CFS the Remaining Lease Balance. Upon CFS’ receipt of the Remaining Lease Balance, CFS shall transfer the applicable Equipment to Customer “AS-IS, WHERE-IS” without any representation or warranty whatsoever, except for title, and this Agreement shall terminate with respect to such Equipment. 15. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a) Customer defaults in the payment when due of any indebtedness of Customer to CFS, whether or not arising under this Agreement, without notice or demand by CFS; (b) Customer or any guarantor of Customer’s obligations hereunder (“Guarantor”) ceases doing business as a going concern; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors; (d) a petition or proceeding is filed by or against Customer or any Guarantor under any bankruptcy or insolvency law; (e) a receiver, trustee, conservator, or liquidator is appointed for Customer, any Guarantor, or any of their property; (f) any statement, representation or warranty made by Customer or any Guarantor to CFS is incorrect in any material respect; or (g) Customer or any Guarantor who is a natural person dies. 16. REMEDIES: Upon the happening of any one or more Events of Default, CFS shall have the right to exercise any one or all of the following remedies (which shall be cumulative), simultaneously, or serially, and in any order: (a) to require Customer to immediately pay all Payments hereunder (whether or not then due) and other amounts due under this Agreement, with CFS retaining title to the Equipment; (b) to terminate any and all agreements with Customer; (c) with or without notice, demand or legal process, to enter upon the premises wherever the Equipment may be found, to retake possession of any or all of the Equipment, and (i) retain such Equipment and all Payments and other sums paid hereunder, or (ii) sell the Equipment and recover from Customer the amount by which the Remaining Lease Balance exceeds the net amount received by CFS from such sale; or (d) to pursue any other remedy permitted at law or in equity. CFS (i) may dispose of the Equipment in its then present condition or following such preparation and processing as CFS deems commercially reasonable; (ii) shall have no duty to prepare or process the Equipment prior to sale; (iii) may disclaim warranties of title, possession, quiet enjoyment and the like; and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Equipment and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition of the Equipment. If the Equipment is not available for sale, Customer shall be liable for the Remaining Lease Balance and any other amounts due under this Agreement. No waiver of any of Customer's obligations, conditions or covenants shall be effective unless contained in a writing signed by CFS. Failure to exercise any remedy that CFS may have shall not constitute a waiver of any obligation with respect to which Customer is in default.

17. LATE CHARGES; EXPENSES OF ENFORCEMENT: If Customer fails to pay any sum to be paid by Customer to CFS under this Agreement on or before the due date, Customer shall pay CFS, upon demand, an amount equal to the greater of ten percent (10%) of each such delayed Payment or twenty-five dollars ($25) for each billing period or portion of a billing period such Payment is delayed, in each case to the extent permitted by applicable law. The amounts specified above shall be paid as liquidated damages and as compensation for CFS’ internal operating expenses incurred in connection with such late payment. In addition, Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies hereunder or in enforcing any of the terms of this Agreement, including, without limitation, reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. If CFS should bring court action, Customer and CFS agree that attorney's fees equal to twenty-five percent (25%) of the total amount sought by CFS shall be deemed reasonable for purposes of this Agreement. 18. ASSIGNMENT: CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF CFS. CFS may pledge or transfer this Agreement. Customer agrees that if CFS transfers this Agreement, the assignee will have the same rights and benefits that CFS has now and will not have to perform any of CFS’ obligations which CFS will continue to perform. Customer agrees that the rights of the assignee will not be subject to any claims, defenses, or set-offs that Customer may have against CFS. If Customer is given notice of any such transfer, Customer agrees, if so directed therein, to pay directly to the assignee all or any part of the amounts payable hereunder. 19. RENEWAL; RETURN: Except in the case of an Agreement containing a $1.00 Purchase Option, this Agreement shall automatically renew on a month-to-month basis at the same Payment amount and frequency unless Customer sends written notice to CFS, at least sixty (60) days’ before the end of the scheduled term or any renewal term that Customer either (i) shall exercise the Purchase Option in accordance with the terms hereof and at the end of such term exercises such Purchase Option, or (ii) does not want to renew this Agreement and at the end of such term returns the Equipment as provided below. Unless this Agreement automatically renews or Customer purchases the Equipment as provided herein, Customer shall, at the termination of this Agreement, return the Equipment at its sole cost and expense in good operating condition, ordinary wear and tear resulting from proper use excepted, to a location specified by CFS. CFS may charge Customer a return fee equal to the greater of one Payment or $250 for the processing of returned Equipment. If for any reason Customer shall fail to return the Equipment to CFS as provided herein, Customer shall pay to CFS upon demand one billing period's Payment for each billing period or portion thereof that such return is delayed. Customer shall reimburse CFS for any costs incurred by CFS to place the Equipment in good operating condition. 20. PURCHASE OPTION: (A) END OF TERM PURCHASE OPTION. To exercise this option, Customer shall give CFS sixty (60) days’ prior irrevocable written notice (unless the Purchase Option is $1.00) that it will purchase all the Equipment at the end of the initial term or any renewal term for the Purchase Option price indicated on the face of this Agreement plus any applicable taxes, expenses, charges and fees. (B) PRIOR TO MATURITY PURCHASE. Customer may, at any time, upon sixty (60) days’ prior irrevocable written notice purchase all (but not less than all) the Equipment at a price equal to the sum of all remaining Payments plus the Fair Market Value, plus any applicable taxes, expenses, charges and fees. For purposes of this Agreement, “Fair Market Value” shall be CFS’ retail price at the time Customer notifies CFS of its intent to purchase the Equipment. Upon proper notice and payment by Customer of the amounts specified above, CFS shall transfer the Equipment to Customer “AS-IS WHERE-IS” without any representation or warranty whatsoever, except for title, and this Agreement shall terminate. 21. DATA: Customer acknowledges that the hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that Customer may store for purposes of normal operation of the Equipment (“Data”). Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the Data by CFS, if any, is purely incidental to the services performed by CFS. Neither CFS nor any of its affiliates has an obligation to erase or overwrite Data upon Customer’s return of the Equipment to CFS. Customer is solely responsible for: (A) its compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (B) all decisions related to erasing or overwriting Data. Without limiting the foregoing, if applicable, Customer should, (i) enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on certain Equipment and/or (ii) prior to return or other disposition of the Equipment, utilize the HDD (or comparable) formatting function (which may be referred to as “Initialized All Data/Settings” function) if found on the Equipment to perform a one pass overwrite of Data or, if Customer has higher security requirements, Customer may purchase from its Canon dealer at current rates an appropriate option for the Equipment, which may include (a) an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms, (b) an HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data erase functionality as a standard feature), or (c) a replacement hard drive (in which case Customer should properly destroy the replaced hard drive). Customer shall indemnify CFS, its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys’ fees) arising or related to the storage, transmission or destruction of the Data. This section survives termination or expiration of this Agreement. The terms of this section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between Customer and CFS applies, or could be construed to apply to Data. 22. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment is intended to exceed the maximum amount of interest permitted to be charged or collected by applicable laws, and any such excess Payment will be applied to payments due under this Agreement, in inverse order of maturity, and thereafter shall be refunded. If this Agreement is recharacterized as a conditional sale or loan, Customer hereby grants to CFS, its successors and assigns, a security interest in the Equipment to secure payment and performance of Customer's obligations under this Agreement. 23. UCC - ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A “FINANCE LEASE” AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (“UCC 2A”) AND THAT CFS IS ENTITLED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. 24. WAIVER OF OFFSET: This Agreement is a net lease. If the Equipment is not properly installed, does not operate as represented or warranted, or is unsatisfactory for any reason, Customer shall make such claim solely against the supplier, dealer, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under this Agreement, and unconditionally agrees to pay such Payments and other charges, regardless of any offset or claim which may be asserted by Customer or on its behalf. 25. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL: THIS AGREEMENT HAS BEEN EXECUTED BY CFS IN, AND SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN, THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT CFS' SOLE OPTION, IN THE STATE WHERE CUSTOMER OR THE EQUIPMENT IS LOCATED. CUSTOMER, BY ITS EXECUTION AND DELIVERY HEREOF, IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. CUSTOMER, BY ITS EXECUTION AND DELIVERY HEREOF, AND CFS, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS. 26. MISCELLANEOUS: All notices required or permitted under this Agreement shall be sufficient if delivered personally, sent via facsimile or other electronic transmission, or mailed to such party at the address set forth in this Agreement, or at such other address as such party may designate in writing from time to time. Any notice from CFS to Customer shall be effective three (3) days after it has been deposited in the mail, duly addressed. All notices to CFS from Customer shall be effective after it has been received via U.S. mail, express delivery, facsimile or other electronic transmission. If there should be more than one party executing this Agreement as Customer, all obligations to be performed by Customer shall be the joint and several liability of all such parties. Customer's representations, warranties, and covenants under this Agreement shall survive the delivery and return of the Equipment. Any provision of this Agreement that may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. No such prohibition or unenforceability in any jurisdiction shall invalidate or render unenforceable such provision in any other jurisdiction. Customer agrees that CFS may insert missing information or correct other information on this Agreement including the Equipment's description, serial number, and location, and corrections to Customer’s legal name; otherwise, this Agreement contains the entire arrangement between Customer and CFS and no modifications of this Agreement shall be effective unless in writing and signed by the parties. Customer agrees that CFS may accept a facsimile or other electronic transmission of this Agreement or any Acceptance Certificate as an original, and that facsimile or electronically transmitted copies of Customer's signature will be treated as an original for all purposes.

CFS-1020 (01/17) Page 2 of 2 Initials:_______

Municipal Fiscal Funding Addendum

CFS’ Application Number:

CFS’ Agreement Number: Agreement Date:

GOVERNMENTAL ENTITY Complete Legal Name

(“Customer”)

THIS MUNICIPAL FISCAL FUNDING ADDENDUM (“ADDENDUM”) WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOT A STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE MEANING OF SECTION 103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

Customer warrants that it has funds available to pay Payments payable pursuant to the agreement (whether designated a lease, rental, master lease, or otherwise, together with any schedules, the “Agreement”) until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of this Agreement. The officer of Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to be paid to CFS under this Agreement. If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized for the then current appropriation period, return the Equipment to CFS, at Customer's expense and in accordance with this Agreement, and thereupon, Customer shall be released of its obligation to make Payments to CFS due thereafter, provided: (1) the Equipment is returned to CFS as provided for in the Agreement; (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to CFS under the Agreement. In the event Customer returns the Equipment pursuant to the terms of this Agreement, CFS shall retain all sums paid by Customer. Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state law or home rule charter. Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for this Agreement and the Equipment.

The undersigned represents and warrants to CFS that all action required to authorize the execution and delivery of this Addendum on behalf of the above referenced Customer by the following signatory has been duly taken and remains in full force and effect. Customer agrees that CFS may accept a facsimile or other electronic transmission of this Addendum as an original, and that facsimile or electronically transmitted copies of Customer’s signature will be treated as an original for all purposes.

ACCEPTED

Canon Financial Services, Inc. Customer

By By

Title Printed Name

Date Title

CFS-2020 (04/16)

CANON FINANCIAL SERVICES, INC. (“CFS”)

Remittance Address: 14904 Collections Center Dr. Chicago, Illinois 60693 800-220-0200

Tab 2

Appendix E: Questionnaire

Appendix E:

QUESTIONNAIRE

Please provide responses to the following questions that address your company’s operations, organization, structure and processes for providing products and services.

1. States Covered Offeror must indicate all states where products and services can be offered.

Please indicate the price co-efficient for each state if it varies. (If applicable)

50 States & District of Columbia (Selecting this box is equal to checking all boxes below)

Territories & Outlying Areas (Selecting this box is equal to checking all boxes below)

2. Diversity Programs

• Do you currently have a diversity program or any diversity partners that you do business with? Yes No

• If the answer is yes, do you plan to offer your program or partnership through TCPN Yes No

(If the answer is yes, attach a statement detailing the structure of your program, along with

a list of your diversity alliances and a copy of their certifications.)

Alabama Montana

Alaska Nebraska

Arizona Nevada

Arkansas New Hampshire

California New Jersey

Colorado New Mexico

Connecticut New York

Delaware District of Columbia

North Carolina North Dakota

Florida Ohio

Georgia Oklahoma

Hawaii Oregon

Idaho Pennsylvania

Illinois Rhode Island

Indiana South Carolina

Iowa South Dakota

Kansas Tennessee

Kentucky Texas

Louisiana Utah

Maine Vermont

Maryland Virginia

Massachusetts Washington

Michigan West Virginia

Minnesota Wisconsin

Mississippi Missouri

Wyoming

American Samoa Northern Marina Islands

Federated States of Micronesia Puerto Rico

Guam U.S. Virgin Islands

Midway Islands

32 of 163

X

X

XXX

XX

*Please see Diversity Programs document provided with this response.

** Canon Solutions America, Inc. will provide coverage in all areas that are within our servicing territories.

• Will the products accessible through your diversity program or partnership be offered to TCPN members at the same pricing offered by your company?

Yes No

(If answer is no, attach a statement detailing how pricing for participants would be calculated.)

3. Minority and Women Business Enterprise (M/WBE) and (HUB) Participation

It is the policy of some entities participating in TCPN to involve minority and women business enterprises (M/WBE), small and/or disadvantaged business enterprises, disable veterans business enterprises, historically underutilized businesses (HUB) and other diversity recognized businesses in the purchase of goods and services. Offerors shall indicate below whether or not they hold certification in any of the classified areas and include proof of such certification with their response.

a. Minority and Women Business Enterprise Offeror certifies that this firm is an M/WBE Yes No

List certifying agency: _______________________________________________

b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE)

Offeror certifies that this firm is a SBE or DBE Yes No


c. Disabled Veterans Business Enterprise (DVBE) Offeror certifies that this firm is a DVBE Yes No

List certifying agency: __________________________________________________

d. Historically Underutilized Businesses (HUB) Offeror certifies that this firm is a HUB Yes No


e. Historically Underutilized Business Zone Enterprise (HUB Zone) Offeror certifies that this firm is a HUB Zone Yes No


f. Other Offeror certifies that this firm is a recognized diversity Yes No

certificate holder List certifying agency: _______________________________________________

4. Residency Responding Company’s principal place of business is in the city of ___________State of ___.

33 of 163

*Please see Diversity Programs document provided with this response.

X

X

X

X

X

X

Melville N.Y.

5. Felony Conviction Notice

Please check applicable box:

A publicly held corporation; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony.

*If the third box is checked a detailed explanation of the names and convictions must be attached.

6. Processing Information

Company contact for:

Contract Management Contact Person: __________________________________________

Title: ___________________________________________________

Company: _______________________________________________

Address: ________________________________________________

City: ___________________ State: _____________ Zip:

Phone: Fax:

Email:

Billing & Reporting/Accounts Payable

Contact Person: __________________________________________

Title: ___________________________________________________

Company: _______________________________________________

Address: ________________________________________________

City: ___________________ State: _____________ Zip:

Phone: Fax:

Email:

Marketing

Contact Person: __________________________________________

Title: ___________________________________________________

Company: _______________________________________________

Address: ________________________________________________

City: ___________________ State: _____________ Zip:

Phone: Fax:

Email:

34 of 163

X

Glen HitchensSenior Consultant, Managed Print ServicesCanon Solutions America, Inc.3900 Kilroy Airport Way, #300

Long Beach CA 90806

562-285-1719 [email protected]

Lynda Beach

Accounts Receivable SupervisorCanon Solutions America, Inc.

15004 Collections Center DriveChicago IL 60693609-239-6756 609-239-6734

[email protected]

Natalie HunterSenior Specialist, Marketing

Canon Solutions America, Inc.One Canon Park

Melville N.Y. 11747631-330-2792 [email protected]

7. Distribution Channel: Which best describes your company’s position in the distribution channel:

Manufacturer direct Certified education/government reseller

Authorized distributor Manufacturer marketing through reseller

Value-added reseller Other __________________________

8. Pricing Information

• In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. Yes No

(If answer is no, attach a statement detailing how pricing for participants would be calculated.)

• Pricing submitted includes the required administrative fee. Yes No

(Fee calculated based on invoice price to customer)

• Additional discounts for purchase of a guaranteed quantity? Yes No

9. Cooperatives

List any other cooperative or state contracts currently held or in the process of securing

Cooperative/State Agency Discount Offered

Expires Annual Sales Volume

[Remainder of Page Intentionally Left Blank]

35 of 163

X

X

X

National IPA

TX-DIR

NASBO

E&IMedAssets

9/30/18N/A6/23/19N/A

N/A

N/AN/A

12/19

1/1812/31/19

** Canon Solutions America does not currently disclose this information in responses to Requests for Proposals.

**

********

Diversity Programs Canon Solutions America, Inc.

Diversity Programs

Canon Solutions America, Inc. has limited opportunities for MWBE participation as it purchases

certified products from its parent company, and provides most of the services using its own

employees. If a participating Purchasing Agency wishes to engage a Certified Disadvantaged

Business Enterprise to perform functions, services, or support, Canon Solutions America and the

Purchasing Agency will enter into good faith negotiations to modify terms and pricing.

Tab 3

Appendix F: Company Profile

Appendix F: Company Profile Canon Solutions America, Inc.

Appendix F:

COMPANY PROFILE

Please provide the following:

1. Company’s official registered name.


2. Brief history of your company, including the year it was established.

1970-1980

What would become Canon Business Solutions began as four independently operating organizations

marketing the Canon brand of office and production equipment in New York, Philadelphia, Chicago,

and Los Angeles.

1980-1999

Canon continued to set new industry standards for black-and-white, color, and fax technology. By the

end of the 1990s, all four independent sales companies had been purchased by Canon U.S.A. and

comprised the foundation of the Canon subsidiary sales and service network.

2000-2010

Under the direction of Canon U.S.A., the four foundational offices changed their marketing to come

under the banner Canon Business Solutions as a means to differentiate and showcase their offerings in

the Canon family. Coinciding with the name change was a national expansion to many of the top

metropolitan regions within the United States.

In 2003, the New York and Philadelphia subsidiary companies merged to combine their strengths and

grow throughout the East Coast, while the Chicago office would serve as the foundation for the new

Central region and Los Angeles the same for the new Western region. By 2008, the three regions

officially merged to form Canon Business Solutions, Inc., a wholly owned subsidiary of Canon U.S.A.,

Inc. The combined strength and shared vision of the Canon Business Solutions company would better

position Canon to meet the growing demands of customers locally, regionally, and nationally with a

streamlined organization of enhanced systems and processes to benefit all customers. Canon Business

Solutions opened more than 50 offices across the U.S., dedicated to the business customer and designed

around a mindset of superior sales and service solutions.

2011-Present

In 2010, a Canon U.S.A. subsidiary acquired assets of North Carolina-based Tereck Office Solutions,

Inc. as a means to continue to grow Canon Business Solutions offerings specifically in North and South

Carolina and the surrounding areas. The subsidiary, Canon Business Solutions-Tereck, merged into

Canon Business Solutions in 2011.


In 2008, assets of San Francisco-based Newcal Industries were acquired by a Canon U.S.A.

subsidiary to grow the Western footprint of Canon Business Solutions, continuing Canon’s vision to be

the leading document and imaging sales and services organization in the United States. The subsidiary,

Canon Business Solutions-Newcal was merged into Canon Business Solutions in 2012.

On January 1, 2013, Canon U.S.A. merged Océ North America into Canon Business Solutions to form

one of the largest document and imaging business-to-business sales and service organizations in the

world. The merged organization has been renamed Canon Solutions America, Inc.

3. Company’s Dun & Bradstreet (D&B) number.

07-161-9878

4. Corporate office location.

Headquarters:

One Canon Park

Melville, N.Y. 11747

5. List the total number of sales persons employed by your organization within the United States,

broken down by market.

Canon Solutions America, Inc. Sales Personnel

As of June 23, 2017

6. List the number and location of offices, or service centers for all states being offered in solicitation.

Additionally, list the names of key contacts at each location with title, address, phone and e-mail

address.

Canon Solutions America provides geographic coverage in

major metropolitan areas throughout the United States. Each

region is supported by a comprehensive web of service

professionals who provide best-in-class technical support to

our growing base of customers. Beyond these critical regions,

a network of Canon-authorized service companies stands

ready to support your needs. All servicing entities must

adhere to strict performance guidelines and must be fully

certified to provide technical assistance on your Canon

product.


Please see Canon Solutions America, Inc. U.S. Locations List provided with this response or visit

http://l.csa.canon.com/ to find a Canon Solutions America office near you.

To reach your local contact, please call 1-844-443-INFO (4636).

7. Please provide contact information for the person(s) who will be responsible for the following areas,

including resumes:

a. Sales

Paul Murphy

Vice President, Major Accounts and Vertical Markets

As Vice President of Major Accounts and Vertical Markets, Paul T. Murphy is responsible for

the development and growth in key markets, including Healthcare, Government, Education,

Legal and Fortune 1000 corporations. With 36 years of industry-related business experience,

Mr. Murphy is able to solve generally undetected problems within the organization by

developing agreements, go-to-market strategies, training, and initiating client agreements.

Since 1987, Mr. Murphy has helped the Canon family of companies build and maintain

relationships with Associations, Membership Groups and Buying Groups. Prior to the merge of

Canon Business Solutions and Océ North America, he held a Director position at Canon

Business Solutions, resolving vertical market industry problems with Canon Technologies and

Services, managing the resulting agreements, and developing the go to market strategies. In

January of 2009, Mr. Murphy was challenged with continuing to drive efficiencies and savings

to specialized clients for Canon Solutions America, Inc. as Director of Strategic Contract

Support.

Mr. Murphy supports his efforts for Canon Solutions America by frequently engaging a diverse

group of membership organizations and their leadership to openly discuss challenges and

opportunities. Currently, he is the Chairperson of the NIGP Business Council, strategically

partnering to promote innovation, best practice sharing, and success between the Public

Procurement community and the Business community.

b. Sales Support

Naoki "Mike" Sannomiya

Senior Vice President, Marketing & Strategy, Enterprise Services & Solutions

With decades of experience across the Canon family of companies, Naoki “Mike” Sannomiya

brings extensive knowledge of marketing, direct sales, and solutions planning to his role as

Senior Vice President of Marketing & Strategy for the Enterprise Services & Solutions division.

He is in charge of marketing and sales support for the group that provides scalable, flexible

solutions to organizations of all sizes and in all types of industries.

In 1987, Mr. Sannomiya began with Canon Marketing Japan by accepting a sales position. He

has since built his career through gaining in-depth insight into the functions and requirements


of enterprise organizations. He has gained a keen understanding of best practices and the

streamlining of business operations, which he has used to provide invaluable support in many

distinct areas of Canon. Mr. Sannomiya first joined Canon Business Solutions in 2009, and

therefore has been with Canon Solutions America through the integration with Océ and since

the origination of the company in 2013. With skills spanning myriad areas of Canon and

experience in multi-cultural relations, Mr. Sannomiya brings a unique and valuable viewpoint to

the executive team.

c. Marketing

Naoki "Mike" Sannomiya

Senior Vice President, Marketing & Strategy, Enterprise Services & Solutions

With decades of experience across the Canon family of companies, Naoki “Mike” Sannomiya

brings extensive knowledge of marketing, direct sales, and solutions planning to his role as

Senior Vice President of Marketing & Strategy for the Enterprise Services & Solutions division.

He is in charge of marketing and sales support for the group that provides scalable, flexible

solutions to organizations of all sizes and in all types of industries.

In 1987, Mr. Sannomiya began with Canon Marketing Japan by accepting a sales position. He

has since built his career through gaining in-depth insight into the functions and requirements

of enterprise organizations. He has gained a keen understanding of best practices and the

streamlining of business operations, which he has used to provide invaluable support in many

distinct areas of Canon. Mr. Sannomiya first joined Canon Business Solutions in 2009, and

therefore has been with Canon Solutions America through the integration with Océ and since

the origination of the company in 2013. With skills spanning myriad areas of Canon and

experience in multi-cultural relations, Mr. Sannomiya brings a unique and valuable viewpoint to

the executive team.

d. Financial Reporting

Charles Bruschi

Senior Vice President, Finance, Accounting, & Budget

Responsible for all finance, accounting, and credit and collections, Charles Bruschi has

leveraged almost a decade of experience with Canon U.S.A., Inc. to build the corporate finance

division for Canon Solutions America. Mr. Bruschi led the finance group through the

integration of Canon Business Solutions and Océ North America to create a unified finance

function. He continues to manage the day-to-day operations while overseeing the ongoing

further combination of financial systems and streamlining of operations.

Mr. Bruschi’s career experience is comprised of senior positions across several industries,

including financial services, healthcare, information services, and consumer electronics. He is a

CPA, having initially worked for ten years at Coopers & Lybrand.


With Canon USA since 2005, Mr. Bruschi eagerly accepted the opportunity to lead the

finance group upon the formation of Canon Solutions America in 2013, knowing that it would

provide a unique opportunity to be involved with an exciting new company from its inception.

e. Executive Support

Peter Kowalczuk

Executive Vice President, ESS Sales and Zone Operations

As Executive Vice President of Enterprise Services & Solutions (ESS) Sales and Zone

Operations, Peter Kowalczuk has full P&L responsibility for operations and sales for the

Enterprise Services & Solutions division. His mission aligns with that of the company as a

whole, which is to create value not just through hardware, but software, managed print services,

and professional services as well.

Mr. Kowalczuk began his career in 1984 with Ambassador Office Equipment, Inc., one of the

four companies that would eventually become Canon Business Solutions, Inc. In recent years,

he played an integral role in the merger of that company with Océ North America to create

Canon Solutions America.

His vital contributions during this time firmly established him as the head of sales for the

Enterprise Services & Solutions division, the largest segment of the company.

Building on this achievement and his decades of industry experience, Mr. Kowalczuk found a

renewed passion through the expansion of his responsibilities to include sales and operations

for the division. His long tenure with the company brings a distinct perspective to the executive

team of Canon Solutions America, and his leadership of the revitalized Enterprise Services &

Solutions organization will ensure that the division will continue to build on its success and

deliver on its mission to drive productivity and sustainability for businesses of all sizes and in all

industries.

Managed Print Services Senior Consultant Glen Hitchens, will be the point of contact for initiation of

Agreement between Region 4 ESC and Canon Solutions America.

Please find Glen’s resume provided as Staff Member Resume with this response.

We consider information about our past non-public references (other than references supplied by public

entities) and information describing our prior installations, as well as our staff member names and

credentials, to be proprietary Trade Secrets, having the potential to cause adverse effects upon our

competitive position if disclosed. Thus, we respectfully request that the provided non-public references

and staff information be exempt from public disclosure. Our usual practice, should we be awarded a

contract, is to request redaction of company names and contact information, including: personally


identifiable information for our clients and individual names, locations, telephone numbers, and

email addresses.

It is our good faith opinion that all such materials marked as "Confidential" or "Trade Secret" or

"Proprietary" should be exempt from public disclosure whether or not we are ultimately awarded a

contract. Please feel free to contact us or have your legal counsel do so, if you have any questions or

require any further information regarding this matter.

8. Define your standard terms of payment.

Canon Solutions America, Inc.’s standard term of payment is Net 30.

9. Who is your competition in the marketplace?

Canon Solutions America, Inc.'s top three current competitors are: Xerox, Ricoh, and Konica Minolta.

10. Overall annual sales for last three (3) years; 2014, 2015, 2016.

Canon Solutions America, Inc. is not a publicly held company; therefore, all financial information

provided is that of our ultimate parent company, Canon Inc.

Canon Inc.’s 2014 annual revenue was $30.8 billion.



11. Overall public sector sales, excluding Federal Government, for last three (3) years; 2014, 2015,

2016.

Canon Solutions America, Inc. is not a publicly held company; therefore, all financial information

provided is that of our ultimate parent company, Canon Inc. Please visit http://www.canon.com/ir to

review Canon Inc.’s financial reports. As it relates to public sector sales, excluding the federal

government, over the past three years would be in excess of $100 million.

12. What is your strategy to increase market share?

In the ongoing effort to continually enhance its market position, Canon strives to produce new

products as well as develop innovative technologies. Its commitment to Research and Development is

clearly evidenced by the large investment the company makes toward this effort. In 2016, Canon re-

invested 8.9% of its annual net sales into R&D, once again proving that Canon is committed to your

success- today and tomorrow. Additionally, we have found it beneficial to partner with organizations

like Region 4/TCPN

13. What differentiates your company from competitors?

Our Key Differentiators in comparison to competitive companies are as follows:

Canon offers a full line of document management solutions - from desktop to CRD. Our

devices are widely accepted as easier-to-use with better copy quality and reliability, which has helped

http://www.canon.com/ir


Canon lead the industry. Canon’s office equipment is the #1 brand in the industry. We know

being #1 is not enough to partner with any company. It does, however, provide assurance that the

technology is widely accepted and utilized in the ever-changing world of business. Staying ahead of

the technological curve requires a commitment to excellence that never ceases from research and

development to manufacturing and marketing.

We provide a more compelling offering for customers - The competition in our industry is

growing from key manufacturers who have enhanced their line of products and expanded their

dealer network through acquisition. However, the combination of Canon Inc. technology, document

management solutions and the level of support we provide to our customers is second to none.

We provide quality and reliability – Some manufacturers in the industry have built a progressively

larger base through consolidation of manufacturers and acquisition of dealerships. Those

manufacturers typically deliver lower price points resulting in more frequent consideration for their

technology; however, the quality and reliability of Canon products coupled with the services

capability make Canon Solutions America the smart choice for your long-term needs.

In addition, Canon has:

Proven technology and solutions

o Highly reliable, easy to use, productive

o Integration to third-party software

o Industry leading solutions for security and confidentiality

Robust, Seamless Border-to-Border Nationwide Support

o Single point of contact all locations

o Single source for hardware, leasing, service, training

o No third-party financing

Canon’s commitment to being the most responsive, easiest supplier to work with

o Flexible, scalable solutions to support Region 4 ESC and their participating agencies’ initiative(s)

o Program management to support Region 4 ESC’s participating agencies’ intended objectives of

consolidation, efficiencies, and cost savings

o Reporting, Quarterly Reviews, Year-Over-Year trends including equipment uptime and

performance

14. Describe the capabilities and functionality of your firm’s on-line catalog/ordering website.

myCSA is a self-service portal that provides a simple and convenient solution to managing your devices

online. The Secure Account Management Portal is a self-service utility available 24 hours a day, 7 days a

week that provides an efficient way to handle day-to-day functions related to your Canon devices.


Upon enrollment, you can take advantage of the many features of myCSA, such as submitting

meter reads, placing service requests, ordering contracted supplies*, and retrieving account information. *requires an active service contract with Canon Solutions America, Inc.

In the Account Management section, you have access to all of your devices. By clicking on a device

serial number you will be taken to the device’s asset details page. Here you can see the configuration of

a device along with product information, documentation, and device status. You also have quick access

to order supplies for the device, submit a meter read, and place a service request. The account support

page allows you to request the removal of a device from your account, modify a device’s address, and

dispute a meter read. You can also submit general support inquiries.

With a full catalog of Canon Solutions America products and solutions to request a quote, you can

easily order supplies for any of your devices that are on a toner-inclusive or Managed Print Services

contract. You can also view any open and closed supply orders along with tracking information for

shipped orders. In addition, there is a complete list of Canon devices that you can place a request for

more information and pricing from your main point of contact at Canon Solutions America.

15. Describe your company’s Customer Service Department (hours of operation, number of service

centers, etc.).

Canon Solutions America’s Customer Service Department focuses on resolving account management-

related issues. Customers may call the toll-free number to reach a Customer Service Representative who

will:

Answer general inquiries and issues

Handle billing questions and rebilling needs

Correct address and account information

Issue supplies needed for contract fulfillment

Resolve a service need

Handle meter read questions/issues

Customer Service Representatives act as liaisons between our clients and the Canon Solutions America

departments that support them nationwide, including Accounting, Supply Sales, Service, and

Dispatch. This structure ensures that our customers receive a timely and accurate response by the

appropriate party. In order to support all Canon Solutions America customers nationwide, our

Customer Service Department is available from 8:30 am – 8:00 pm EST.

16. Provide information regarding whether your firm, either presently or in the past, has been involved

in any litigation, bankruptcy, or reorganization.

As a national provider or products and service, with thousands of customers and employees, from time

to time Canon Solutions America, Inc. is subject to litigation, however, there is no pending litigation

that will impair Canon Solutions America’s performance with respect to this contract upon award.


Canon Solutions America has not been declared bankrupt or made a voluntary assignment in

bankruptcy.

Throughout Canon Solutions America’s history, the company has expanded and undergone mergers

and acquisitions to build a solid foundation upon which to grow. Canon Solutions America, Inc. is a

wholly owned subsidiary of Canon U.S.A., Inc., which is, in turn, a wholly owned subsidiary of Canon

Inc., a public company. There are presently no public announcements stating that Canon Solutions

America is engaged in a merger, sale, acquisition, or divestiture transaction. On January 1, 2013, Canon

U.S.A. merged Océ North America into Canon Business Solutions to form one of the largest document

and imaging business-to-business sales and service organizations in the world. The merged organization

was renamed Canon Solutions America, Inc.

Marketing / Sales

17. Detail how your organization plans to market this contract within the first ninety (90) days of the

award date. This should include, but not be limited to:

a. A co-branded press release within first 30 days

b. Announcement of award through any applicable social media sites

c. Direct mail campaigns

d. Co-branded collateral pieces

e. Advertisement of contract in regional or national publications

f. Participation in trade shows

g. Dedicated TCPN and Region 4 ESC internet web-based homepage with:

i. TCPN and Region 4 ESC Logo

ii. Link to TCPN and Region 4 ESC website

iii. Summary of contract and services offered

iv. Due Diligence Documents including; copy of solicitation, copy of contract and any

amendments, marketing materials

Canon Solutions America, Inc. will at a minimum meet the above requirements. We have

an effective approach with National IPA and intent to model that program with this

opportunity.

18. Describe how your company will demonstrate the benefits of this contract to eligible entities if awarded.

Presently, Canon Solutions America, Inc. has been successful in marketing the DuPage County agreement

through National IPA. We are very successful in providing knowledge about cooperative programs to

eligible entities and have a high adoption rate. Over the past years, our sales group has continue to add new

agencies to the National IPA participating agency list.

19. Explain how your company plans to market this agreement to existing government customers.

Our “Go-to-Market” Strategy with cooperatives is to lead with the programs. Our existing customers

are always looking for simpler and more cost efficient ways of acquiring products and services. When


contractually possible, we will be offering our clients the opportunity to engage in a Managed Print

Solutions through this program.

20. Provide a detailed ninety (90) day plan describing how the contract will be implemented within your

firm.

A. Executive leadership endorsement and sponsorship of the aware as the public sector “go-to-

market” strategy within the first 10 days.

B. Training and education of national sales force with participation from the executive Sales

leadership, along with TCPN team within the first 90 days.

C. In addition to the above listed implementation, as our primary “Go to Market Strategy” for

Participating Public Agencies, Pete Kowalczuk, EVP and ESS General Manager, has been

designated as the Executive Sponsor for the program.

D. We will provide the sales staff with information about the announcement and educate them by

utilizing our Marketing and Sales Training Departments. These activities will consist of internal

notifications, WebEx courses, a branch seminar series, and training for key markets.

E. Additionally, during the first 90 days we will design a Business Development Plan with the TCPN

Business Development staff for the first 12 months and review and modify during the Quarterly

Business Reviews.

21. Describe how you intend on train your national sales force on the Region 4 ESC agreement.

We will provide the sales staff with information about the announcement and educate them by utilizing

our Marketing and Sales Training Departments. These activities will consist of internal notifications,

WebEx training courses to national sales team, along with branch seminar series and training for key

markets.

22. Acknowledge that your organization agrees to provide its company logo(s) to Region 4 ESC and

agrees to provide permission for reproduction of such logo in marketing communications and

promotions.

We intend to provide our logos for the purpose of commercially marketing our products and services in

conjunction with TCPN’s efforts within our standard logo use guidelines.

23. Provide the revenue that your organization anticipates each year for the first three (3) years of this

agreement.

$ TBD in year one

$ TBD in year two

$ TBD in year three


Administration

24. Describe your company’s implementation and success with existing cooperative purchasing

programs, if any, and provide the cooperative’s name(s), contact person(s) and contact information

as reference(s).

Since 2008, Canon Solutions America, Inc. has had a very productive relationship with National IPA

and the County of DuPage (the Principle Purchasing Agency). We have been recognized over the years

for the true value that we bring to the partnership.

Cooperative: National IPA

Contact Person: Ken Heckman

Title: SVP of Account Management

Address: 2555 Meridian Blvd. Suite 300

Franklin, TN 37067

Phone: 615-786-1134

Email Address [email protected]

25. Describe the capacity of your company to report monthly sales through this agreement.

Canon Solutions America, Inc. manages similar reporting for States and Cooperatives and will be able to

meet all reasonable reporting requirements. Reporting information on Management Print Solutions

agreements is generally complex. Reporting on agency transactions that are categorized as “Net Sale”

will be reported within 10 days after the end of a month. Meters, Break/Fix, and Services will be

reported 10 days after the month they are invoiced to the agency.

26. Describe the capacity of your company to provide management reports, i.e. consolidated billing by

location, time and attendance reports, etc. for each eligible agency.

Managed Print Services (MPS) will provide Region 4 ESC’s participating agencies with visibility into

their costs, including a single invoice for all laser printer expenditures, as well as customized reports to

fit the agencies’ individual needs.

Our capacities to source detailed information of a participating agency’s account for invoicing include:

PrintFleet Data Collection Agent (DCA) will be used to monitor your printer fleet to help provide

reports of critical metrics including device inventory, volume capture, supplies alerts, and service alerts.

The DCA provides fleet intelligence to Canon Solutions America, Inc., as well as up-to-date meter

information for billing purposes. Region 4 ESC’s participating agencies can be assured of accurate

billing with minimal manual submission of meter reads.

We will also utilize this collected data to meet with you to review your current print-related costs and

share insights surrounding:


Additional ways to reduce spending

Rightsizing opportunities

Cost, design, implementation, and management strategies

Current and future technology investments that can lead to additional cost savings

myCSA - Customers may view and sort account information through myCSA, a self-service portal

available to all customers with an active Canon Solutions America, Inc. contract. myCSA allows the

customer 24x7 visibility to account information, such as fleet devices, service history, meter read history,

supply order history, and more.

As part of Canon Solutions America’s proactive approach to customer service, we perform quarterly

account reviews where we survey:

Number of devices in the account

Uptime

Response time

Volume of output

Billing issues

Upgrade and downgrade opportunities

We can provide customized reports to meet your participating agencies’ specific requirements. Other

formats can be prepared based upon request. The following is a list of the types of reports we can

provide.

Quarterly Management Report – This report will summarize all activity on a quarterly basis. It

provides detailed information on the following topics:

Equipment volume

Equipment relocation

Volume trends

Monthly Machine Volume Report Trended 12 Months – This report provides a rolling 12-month

copy volume history for each piece of equipment. This report tracks the actual volume versus the rated

volume for any given machine and pinpoints any potential user concerns and equipment issues sorted by

location.

Machine Uptime Report – This report details percentage “Uptime” for each piece of equipment.

Quarterly Service Call Report – This report describes the average response time for all Maintenance

Requests within the reporting period.


Quarterly Usage Report – This report provides maintenance usage and toner requirement calculations

sorted by location.

Excessive Visit Report – This report provides details on machines that require additional attention and

therefore specific action schedules.

When leasing through Canon Financial Services, Inc., Region 4 ESC’s participating agencies will have

online access to extensive information/reporting capabilities. Invoicing information is available via an

MS Excel-friendly file creator. This format allows the ability to manipulate columns online to offer

sorted invoicing information, such as general invoice/address information, itemized charge detail,

equipment schedule, and copy/aggregate usage detail. Each invoice, whether for one or multiple

contracts, itemizes and identifies each charge – current and non-current – and always includes the

participating agency’s Purchase Order number. In addition, participating agencies may select up to two

additional reference fields relating to each scheduled item, such as department or cost center.

Canon Financial Services, Inc.’s versatile invoicing solutions provide an unparalleled level of detailed

reporting selections to assist in the management of your participating agencies’ equipment population.

Invoice Set-up: No matter how many Schedules the participating agency’s account contains, they will

have only one invoice due date and may have all Schedules consolidated into one invoice.

Charge Detail: Each invoice, whether for one or multiple contracts, itemizes and identifies each charge

– current and non-current – and always includes the participating agency’s Purchase Order number. In

addition, the participating agency may include up to two additional reference fields that they select,

relating to each Schedule, such as department or cost center.

Equipment Schedule: Each invoice includes a separate equipment detail section, containing

comprehensive asset description and location information. In addition, the participating agencies may

also include up to two additional reference fields that they select, relating to each asset, such as building

location or machine code.

Special References: Two special references at the contract level and an additional two special

references at the asset level, combined with their Purchase Order number gives the participating agency

up to five selected references.

27. Please provide any suggested improvements and alternatives for doing business with your

company that will make this arrangement more cost effective for your company and Participating

Public Agencies.

The “Art” of a Managed Print Solutions engagement is achieving change with the agency, so that

operational and financial improvements can be accomplished. The most successful Schools,

Universities, and Government agencies realize that Managed Print Solutions is a journey, and not


hardware replacement. The use of a cooperative agreement provides an adjustable approach that

will generate the efficiencies that are desired. Working with Canon Solutions America, Inc. and the

Participating Public Agencies, we will create a best practices program that will enable the sharing of

successful practice in an effort to speed up the adoption of Managed Print Solutions.

Green Initiatives

We are committed to helping to build a cleaner future! As our business grows, we want to make

sure we minimize our impact on the Earth's climate. So we are taking every step we can to

implement innovative and responsible environmental practices throughout Region 4 ESC to reduce

our carbon footprint, reduce waste, promote energy conservation, ensure efficient computing, and

much more. We would like vendors to partner with us in this enterprise. To that effort, we ask

Offerors to provide their companies environmental policy and/or green initiative.

28. Please provide your company’s environmental policy and/or green initiative.

Please see Canon America’s Environmental Charter provided with this response.

In the spirit of our corporate philosophy of kyosei – all people, regardless of race, religion, or culture,

harmoniously living and working together into the future – Canon takes an approach to business that is

socially responsible and economically logical. Canon seeks to be a truly excellent global corporation.

For our customers, we offer the best products possible. Simultaneously, 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 Inc.'s

management structure, product design, manufacturing, and corporate culture. This commitment has

inspired many special corporate programs at both the global and regional level.

ISO 14001 Certification

Canon U.S.A. and more than 700 other Canon sites worldwide are certified to the ISO 14001 standard.

The ISO 14001 standard is an internationally accepted specification for environmental management

systems created by the International Organization for Standardization to help organizations minimize

how their operations affect the environment and comply with related laws, regulations, and

requirements. As part of the efforts to achieve this well-recognized certification, Canon U.S.A. has

established its own Environmental Management System (EMS) to ensure that the Company’s activities,

products, and services have minimal impact on or risk to the environment. Canon’s EMS helps monitor

and improve upon a number of areas that touch on the environment, such as energy efficiency,

resource conservation, waste management, chemical control, and toner cartridge recycling.

Canon devices are/have:


EPEAT® Rated

Canon offers products that are registered in accordance with EPEAT for Imaging Equipment.

EPEAT provides third-party verification of the environmental attributes of imaging equipment

considering - among other things - absence of toxic substances, use of recycled and recyclable

materials, design for recycling, product longevity, energy efficiency, corporate performance, and

packaging. With EPEAT, customers are able to easily identify and select environmentally preferable

products. To learn more about EPEAT and to find out which Canon products are registered, please

visit usa.canon.com/epeat.

ENERGY STAR® Qualified

For more than 20 years, Canon has partnered voluntarily with the EPA to design

products that meet the high standards of its ENERGY STAR® Program, which

promotes the development and introduction of energy-efficient products to

combat climate change and other environmental issues. As an ENERGY STAR partner, Canon has

more than 200 certified products that incorporate advanced energy-efficient technologies, without

compromising features or performance, such as energy saver mode, automatic duplex settings, and

low sleep mode power consumption. Canon has received multiple ENERGY STAR Awards for

protecting the environment through manufacturing energy-efficient products. In 2016, Canon

U.S.A., Inc. was honored as a 2016 ENERGY STAR® Partner of the Year.

Eco-Conscious Features

Canon offers solutions that can help influence responsible printing behavior. Reduce waste and cut

energy consumption with secure authentication and centralized control. Limit users to printing only

duplex and black-and-white documents to help save paper waste and related costs.

Eco-Conscious Design

With growing concerns about the depletion of natural resources, Canon has worked hard from the

development and design stages to create products that can easily be disassembled for collection and

recycling after use. The next-generation imageRUNNER ADVANCE models employ certain

components fabricated with 100% recycled plastic from retired products. Canon’s innovative

technologies also include bio-based plastic, a plant-derived compound that replaces certain

petroleum-based plastic parts.

Greater Energy Efficiency

From the inside out, Canon designs its devices for high energy efficiency and stellar performance.

Fusing technologies and low-melting-point toner help lower overall energy consumption by

minimizing power requirements and reducing energy use during warm-up and while in stand-by

mode. The Energy Saver Mode uses less watts of energy, helping to save on energy costs, while eco-

friendly, two-sided printing helps save paper waste and related costs.


Reducing CO2 Emissions

Through its Life Cycle Assessment (LCA) System, Canon has lowered CO2 emissions by focusing

on each stage of the product life cycle, including manufacturing, energy use, and logistics. These

products are designed to be the smallest and lightest in their class, with less packaging to make

transportation more efficient.

Reducing Pollution

All suppliers are required to meet Canon's stringent Green Procurement policy and environmental

terms. This helps it exceed the toughest global standards set by the EU RoHS Directive, which

restrict the use of certain hazardous substances. Canon strives to eliminate or reduce hazardous

chemical substances used in the manufacturing process. For substances difficult to eliminate or

reduce, our policy is to minimize their release into the air or water.

To view Canon’s Sustainability Report, please visit http://www.canon.com/csr/report/index.html.

Vendor Certifications (if applicable)

29. Provide a copy of all current licenses, registrations and certifications issued by federal, state and

local agencies, and any other licenses, registrations or certifications from any other governmental

entity with jurisdiction, allowing Offeror to perform the covered services including, but not limited to

licenses, registrations or certifications. M/WBE, HUB, DVBE, small and disadvantaged business

certifications and other diverse business certifications, as well as manufacturer certifications for

sales and service must be included if applicable.

Canon Solutions America is a non-exclusive Canon Business Imaging Solutions Group Dealer,

authorized to sell and service the solutions in this proposal. Please see Original Equipment

Manufacturer's Certification Letter provided with this response.

Canon Solutions America holds required licenses to conduct business and Certificates of Good

Standing throughout the United States.

Canon Solutions America’s service technicians are factory trained and certified on Canon's equipment

as well as the network support systems and software that drive its sophisticated technology.

Additionally, underscoring its reputation as an environmentally conscious company, Canon U.S.A., Inc.,

announced in October, 2007 that all of its facilities in Canon U.S.A., Inc. and Canon Canada

headquarters have received ISO 14001 Certification under Canon’s Global ISO 14001 Certification

Initiative.

All of Canon’s manufacturing sites in Japan and its manufacturing and return center in Virginia are ISO

9001 certified.

http://www.canon.com/csr/report/index.html


Canon U.S.A. is proud to have earned LEED certification for three buildings. The U.S. Green

Building Council's LEED® green building program is the preeminent program for the design,

construction, maintenance and operations of high-performance green buildings including sustainable

site development, water and energy efficiency, materials selection, and indoor environmental quality.

Please use the web links below to obtain the latest certificates for sustainability held by Canon.

ISO 9001 Certificates: http://www.canon-europe.com/About_Us/sustainability/business/iso_9001/index.aspx

ISO 14001 Certificates: http://www.canon-europe.com/About_Us/sustainability/environment/iso_14001/index.aspx

http://www.canon-europe.com/About_Us/sustainability/business/iso_9001/index.aspx

http://www.canon-europe.com/About_Us/sustainability/environment/iso_14001/index.aspx

Canon Solutions America, Inc. U.S. Locations Canon Solutions America, Inc.

Canon Solutions America, Inc. U.S. Locations As of June 2017

City Address State Zip

Birmingham 1030 London Drive, Suite 200 AL 35211

Dothan 217 Graceland Drive, Suite 1 AL 36305

Mobile 3059 Dauphin Square Connector AL 36607

Montgomery 380 Arba Street AL 36104

Tuscaloosa 2000 Veterans Memorial Parkway, Suite 2 AL 35404

Little Rock 721 W. 9th Street AR 72201

Scottsdale (Phoenix) 1475 North Scottsdale Road, Suites 130 & 400 AZ 85257

El Centro 203 S. Waterman Ave., Suite C CA 92243

Long Beach* 2417 East Carson Street/Dock 16 - bay 5 CA 90810

Irvine 15975 Alton Parkway CA 92618

Livermore* 161 S. Vasco Road, Suite E CA 94551

Long Beach 3900 Kilroy Airport Way, Suite 300 CA 90806

Glendale (Los Angeles/

Wilshire/Calabasas) 207 Goode Avenue, Suites 400 and 110 CA 91203

Ontario 3237 East Guasti Road, Suite 200 CA 91761

Sacramento 3835 North Freeway Blvd., Suite 110 CA 95834

San Diego 10509 Vista Sorrento Pkwy, Ste. 116 CA 92121

San Francisco 201 California Street , Suite 100 CA 94111

San Jose (South Bay) 3300 North First Street, 1st Floor CA 95134

San Pedro* 300 Westmont Drive CA 90731

Ventura* 6435 Ventura Boulevard, Suite C 007 CA 93003

Walnut Creek 1350 Treat Blvd., Suite 150 CA 94597

Centennial (Denver) 7002 South Revere Parkway, Suite 80 CO 80112

Loveland Front Range Bus Center, 1635 Foxtrail Drive, Suite 115

(Executive Suite) CO 80538

East Hartford 100 Prestige Park Rd., Bay 10 CT 06108

Rocky Hill I-91 Tech Center Bldg. 2 , 845 Brook Street CT 06067

Wilmington 200 Bellevue Parkway, Suite 101 DE 19809

Boca Raton 5600 Broken Sound Blvd. FL 33487

Jacksonville 10401 Deerwood Park Blvd., Suite 2110, Building II FL 32256

Maitland (Orlando) 2600 Maitland Center Parkway, Suite 170 FL 32751

Miami Lakes 7975 NW 154th St., Grand Corp Center FL 33016

Orlando* 7803 Southland Blvd., Suite 202 FL 32809

Tampa 7650 Courtney Campbell Causeway, Suite 100 FL 33607

Albany 307 Grand Island Drive, Suite 4 GA 31707

Norcross (Atlanta) 5625 Oakbrook Parkway, 1st Floor GA 30093


Savannah 7001 Chatham Center Dr., Suite 2300 GA 31405

Waycross 3970 Brunswick Highway GA 31503

Honolulu 210 Ward Avenue, Suite 200 HI 96814

Burr Ridge 1333 Burr Ridge Parkway, Suite 175 IL 60527

Chicago 225 West Washington Suite 600 IL 60606

Itasca* 1800 Bruning Dr. W IL 60143

Schaumburg 425 North Martingale Road Suite 100, 1400, 1600, 1700 IL 60173

Woodridge* 10305 Beaudin Blvd. IL 60517

Carmel (Indianapolis) 630 West Carmel Drive, Suite 130 IN 46032

Fort Wayne 6915 Innovation Blvd. Unit 3 IN 46825

South Bend 2420 Viridian Drive, Suite A & B IN 46628

Overland Park (Kansas City) 7300 W. 110th Street Suite 100 KS 66202

Topeka 1131 SW Winding Road, Suite Space F KS 66615

Wichita 8201 E. 34th Street North, Bldg. 900 & 903 KS 67226

Lexington 2285 Executive Drive, Suite 110 KY 40505

Louisville 10400 Linn Station Road, Suite 108 KY 40223

Baton Rouge 11115 Industriplex Blvd., Suite 303 LA 70809

Houma 4752 Highway 311, Suite 104 LA 70360

Lafayette 201 Energy Parkway LA 70508

Lake Charles Capital One Tower Building, One Lake Shore Drive,

Suite 1260 LA 70629

Metairie (New Orleans) 3850 N. Causeway Blvd, Suite 110 LA 70002

Boston 40 Broad Street, Suite 102 MA 02109

Ellicott City 6011 University Blvd, Suite 460 MD 21043

Portland 1055 Riverside Street, Suite 3 ME 04103

East Lansing 4700 South Hagadorn Road, Ste. 110 MI 48823

Grand Rapids 330 East Beltline Avenue NE, Suite 201 MI 49506

Novi (Detroit) 39555 Orchard Hill Place, Suite 190 & L90 MI 48375

Eagan (Minneaoplis) 880 Blue Gentian Road, Suite 100 MN 55121

Creve Coeur (St. Louis) 6 CityPlace Drive, Suite 100 MO 63141

Gulfport 9480 Three Rivers Rd. MS 39501

Gulfport* 10551 Outdoor Way MS 39503

Jackson 210 East Capitol Street, Suite 200 MS 39201

Ridgeland 119 E Market Ridge Road, Suite A MS 39157

Charlotte 8720 Red Oak Blvd., Suite 502 NC 28217

Durham 4319 South Alston Ave., Suite 101 NC 27713

Omaha (La Vista) 6940 South 108th Street NE 68157

Lincoln (La Vista) 3701 O Street NE 68510

Bedford 15 Constitution Drive NH 03110

Keene 640 Marlboro Street NH 03431


Burlington 300 Commerce Square Blvd. NJ 08016

Cranford 11 Commerce Drive, Suite 204 NJ 07016

Jamesburg 100 Ridge Road NJ 08831

Monroe Township* 24 Engelhard Dr. NJ 08831

Mount Laurel 8000 Midlantic Drive, Suite 110N NJ 08054

Paramus 115 West Century Road, Country Club Plaza, Ste. 370 NJ 07652

Albuquerque 2420 Comanche Road NE NM 87107

Farmington 2222 East 20th Street NM 87401

Las Vegas 731 Pilot Road, Suite J NV 89119

Reno (Sparks) 5470 Kietzke Lane, Suite 300 (Executive Suite) NV 89511

Albany 18 Corporate Woods Boulevard NY 12211

East Meadow 90 Merrick Avenue, Suite 204 NY 11554

Fairport 800 CrossKeys Office Park, Suite 840 NY 14450

Melville Canon Solutions America, Inc., One Canon Park NY 11747

NYC – Midtown* 5 West 37th Street, Suite 1001 NY 10018

NYC - Manhattan 125 Park Ave., 9th & 10th Floors NY 10017

White Plains 1133 Westchester Avenue, 9th & 10th Floors NY 10604

Dublin (Columbus) 5200 Upper Metro Place, Suite 150 OH 43017

Independence (Cleveland) 6100 Oaktree Blvd., Suite 150 OH 44131

Lockbourne (Columbus)* 2525 Rohr Road, Suite D OH 43137

Mason (Cincinnati) 4900 Parkway Drive, Suite 170 OH 45040

Maumee (Toldeo) 1724 Indian Wood Circle, Suite F OH 43537

Miamisburg (Dayton) 2 Prestige Place, Suite 100 OH 45342

Beaverton 9401 SouthWest Nimbus Avenue OR 97008

Medford 3539 Heathrow Way, Suite 108 OR 97504

Portland* 6650 N. Basin, Building # 4, Suite D OR 97217

Roseburg 836 West Military Ave (Executive Suite) OR 97470

Moon Township (Pittsburgh) 500 Lindbergh Drive, Suite 550 PA 15108

Horsham 800 Enterprise Road, Suite 105 PA 19044

Mechanicsburg (Harrisburg) 5020 Ritter Road, Suite 111 PA 17055

Philadelphia 1650 Market Street, One Liberty Place, Suite 360 PA 19103

Warwick 117 Metro Center Blvd., Suite 1003 RI 02886

Columbia 1320 Main Street, Suite 300 (Executive Suite) SC 29201

Knoxville 4707 Papermill Road, Suite 101 TN 37909

Nashville 402 BNA Drive, Suite 360, Building 100 TN 37217

Austin 12515 Research Boulevard, Bldg. 7 Suite 110 TX 78759

Beaumont 7510 Calder Ave. TX 77706

Dallas 14241 Dallas Parkway, Suite 100 TX 75254

El Paso 5450 Hurd Pl., Suite C TX 79912

Houston 2930 W. Sam Houston Parkway N., Suite 125 TX 77043


Hurst (Ft. Worth) 860 W. Airport Frwy, Suite 200 TX 76054

Irving* 3200 Regent Blvd. TX 75063

San Antonio 17115 San Pedro Ave, Suite 100 TX 78232

Salt Lake City 298 Mercer Way UT 84115

Alexandria* 6464 E General Green Way, Beltway Business Center,

Suite E VA 22312

Falls Church 3190 Fairview Park Drive Suite 1000 VA 22042

Richmond 3901 Westerre Parkway, Suite 110 VA 23233

Virginia Beach 192 Ballard Court, Suite 101 VA 23462

Williston 520 Avenue D VT 05495

Kennewick 8601 W. Clearwater Ave. WA 99336

Spokane 10102 E. Knox, Suite 300 WA 99206

Tukwila (Seattle) 12856 Interurban Avenue South, Bldg. 1 WA 98168

Yakima 901 W. Yakima Ave., Suite 1B WA 98902

Waukesha (Milwaukee) Crossroads Corporate Center II 20800 Swenson Drive,

Suite 110 WI 53186

* warehouse only location

Glen Hitchens 3361 Orangewood Ave.

Los Alamitos, CA 90702

310-386-0324

[email protected]

Experience Major Account Management

Sales Leadership

Full P & L Responsibility

Technical Managed Services

Channel Relationship/Partnerships

Sales and Marketing Program

Development

Effective Written and Oral

Communication Skills

Education, Training and Affiliations

B.S. Business Management-

University of Phoenix

A.A. Digital Technology-

St. Paul Technical College Member-

MPSA/Photizo Group

SPIN Certified Sales

Certifications

Certified Document Imaging

Architect (CDIA+)

Certified Electronics Technician

Profile

Experienced in technical sales, Managed Services, and comprehensive

Document Management Solutions. Extensive experience in account

management and leadership, new business development, and sales team

management.

Employment History

2009 – Current Canon Solutions America, Long Beach, CA

Senior Consultant, Managed Print Services

Hired as a “Subject Matter Expert” responsible for development,

launch, and sales for Canon’s U.S. Print Management Services.

Proven success in MPS support and training of industry best

practices for Western Zone sales teams and management. Drive

sales to mid-large Enterprise clients including needs/print

assessments, site surveys, document/workflow analysis, and

software solutions, propose and close. Consistently ranked in

the top tier within MPS Consulting team 2009-2016.

2005 – 2008 HP-Printelligent, Irvine, CA

Area Sales Manager- Managed Print Services

HP Platinum Reseller providing Managed Print Services to mid-

large Enterprise clients. Perform needs assessments, document

and workflow analysis and provide a comprehensive managed

services solution to the enterprise. Working manager exceeding

team and individual plans. C-level relationship building and

group presentations. Proven success in team leadership,

motivation, and management.

2003 – 2005 Royce Digital Systems, Irvine, CA

Senior Account Manger

New business development and account management providing

Document Management Services. Achieved new business quota

3 years running in addition to 98% retention of existing base.

Became Certified Document Imaging Architect and helped

develop a successful (per page model) Managed Print Program.

1999 – 2003 Inter-Tel Technologies, Orange, CA

Account Manager/Sales Manager

Effective team prospecting and account development. Team

and individual selling providing Telecommunication solutions

including PBX, VOIP, Wireless, and Network services.

1990 – 1999 Matrix Laser Care, Minneapolis MN

President

Responsible for all business development and account

management. Hired, trained, and groomed 11-person sales

team providing competitive document management solutions.

Developed a successful Cost Per Copy Program which tripled

MLC’s service revenue and significantly increased cash flow.

1983 – 1990 Lanier Worldwide, Minneapolis, MN

Divisional Technical Services Manager/Technical Service

Rep Managed, trained, and motivated Branch Service

Managers and Field Service Technicians. Full P&L

responsibilities, met or exceeded revenue and profit goals ’85-

’89.

PROPRIETARY AND CONFIDENTIAL

CANON AMERICAS ENVIRONMENTAL CHARTER

CORPORATE PHILOSOPHY: KYOSEIAchieve corporate growth and development while contributing to the prosperity of the world

and the happiness of humankind through the corporate philosophy of kyosei: All people, regardless of race, religion or culture, harmoniously living and working together into the future.

ENVIRONMENTAL ASSURANCE PHILOSOPHYPursue maximization of resource efficiency and contribute to the creation

of a society that practices sustainable development.

FUNDAMENTAL POLICIES FOR CANON AMERICAS ENVIRONMENTAL ASSURANCE

Canon Americas seeks to harmonize environmental, economic and social interests inall business activities, products and services; offer products with lower environmental

burden through innovative improvements in resource efficiency; and eliminate anti-social activities that threaten the health and safety of humankind and the environment.

1. Operate an environmental management system to continuously improve our environmental assurance and performance in all business activities of Canon Americas.

2. Comply with all applicable environmental laws and regulations across Americas and other requirements agreedupon with stakeholders, while upholding Canon Group environmental assurance policies.

3. Pursue pollution prevention, energy and resource conservation and focus on the elimination of hazardous substances in all Canon Americas activities.

4. Increase the environmental awareness of Canon Americas’ employees and encourage environmental protection initiatives on an individual level.

5. Explore methods to minimize the environmental burden of products throughout their life cycle and promote research and development achievements which contribute to environmental assurance.

6. Purchase products with lower environmental burden.

7. Encourage collection and recycling of our products at the end of their lifetime.

8. Maintain close relationships with governments, communities and other interested parties, provide support and participation in environmental programs and actively disclose information on Canon’s environmental performance.

Tab 4

Appendix B: Products/Services

EXECUTIVE SUMMARYManaged print solutions designed for the Region 4 Education Service Center and The Cooperative Purchasing Network (TCPN)

PRODUCTS, SERVICES, AND SOLUTIONS

Canon Solutions America’s Managed Print Services (MPS) offering provides support for a variety of output devices, ranging from full-console copiers and multifunction devices to small desktop printers. The scope of the support Canon Solutions America can provide is fully scalable beginning with simple device monitoring and toner fulfillment to a comprehensive, enterprise level, fully managed engagement with Canon full-time on-site labor.

Canon Solutions America can provide support for a wide variety of makes and models; however, one of Canon Solutions America’s overriding goals will be to help the client reduce their dependence on these smaller, costlier-to-operate devices.

Detailed recommendations will be developed and offered to the client only after a careful assessment and thorough examination of the total device inventory is completed.

Canon is an incredibly broad and diversified manufacturer. Unique to Canon Solutions America is our ability to offer these diverse technology solutions to our clients, going beyond the initial engagement. As a global tier one purveyor of technology solutions, we strive to broaden each client engagement and expand the scope in a manner that increases the value for our clients.

Delivery timeframes vary and are impacted by the very nature and scope of the initial engagement and project. Once the nature and scope of a particular engagement is known and agreed to, a project plan is developed specific to that project, with specific agreed to timelines. Depending on the scope, project plans can range from very simple to complex. It is the project plan that outlines in detail the timelines and milestones for the project.

Canon Solutions America’s approach to MPS generally covers five distinct phases: (1) discover and analyze, (2) design, (3) deploy and transition, (4) support and manage, and (5) evaluate & review.

Every client engagement is unique and specific timelines vary according to the scope.

• Discover and analyze – as little as 1-3 days for a physical assessment for one small location to several weeks/months for large-scale organizations with many locations.

• Design – as little as 1-3 days for small projects to several weeks for large-scale projects.

• Deploy and transition – turn-around times for implementation are variable and scope-dependent, but Canon Solutions America can begin delivering equipment within a week or two of an agreement.

If implementations contain more complex components such as a fully managed print center, implementation times are of course longer.

• Support and manage – this is an on-going phase by design and constitutes the majority of Canon Solutions America’s time supporting the Client.

• Evaluate and review – as part of Canon Solutions America’s commitment to continual improvement and innovation, a necessary component is to measure performance and this is performed in an on-going fashion throughout the engagement.

ASSESSMENT PHASE

The assessment phase (discovery and analysis) is critical to designing a solution that makes sense to the client. It is in this phase that the “current state” is identified, quantified, cataloged, and contemplated.

IMPLEMENTATION PHASE

Canon Solutions America prefers to over-communicate to help facilitate implementation planning and execution. The general approach adopted to implementation is critical to the success of the overall project and client acceptance. We prefer to take a collaborative approach and create a client-specific plan that works for all parties.

For Canon Solutions America, public sector clients comprise a successful and very important tier of customer, in particular K-12 and Higher Education. Canon Solutions America has many engagements in this space, ranging from basic managed print to full enterprise managed services with onsite staffing.

TRAINING FOR CLIENT

Training begins immediately following device installation for larger MFDs. Basic device orientation is the first exposure a client may receive to the new Canon technology. Covered are such basics as on/off procedures, authentication at the device if applicable, how to replace toner and paper, how to navigate the operation panel, etc. Following this basic introduction, Canon Solutions America provides in-depth web-based training as a standard and on-going offering. This allows for unlimited training opportunities at the client’s own pace and location for as long as the device is installed and used. The vast majority of Canon Solutions America’s clients rely on these two forms of training. In the case of larger enterprise managed services engagements,

customized training plans are often developed which include the elements mentioned above, but can also include instructor-led training, scheduled in advance and with the client organization.

FLEET MANAGEMENT

Canon Solutions America provides for any on-site staffing requirements as part of our enterprise managed services offering. In those cases, the “solution” comprises all aspects related to the offering from equipment and supplies to staffing requirements, software, implementation, change management, first service responder, etc. These are priced according to the requirements of each individual client since no two engagements are alike.

For smaller, client-owned desktop devices, replacement would depend on client requirements, but this would present an opportunity to eliminate the device from the fleet completely and migrate the print volume to a shared workgroup device.

Under Canon Solutions America’s MPS Program, small desktop legacy devices are included in the support model, whereby Canon Solutions America will provide consumable supplies only (standard) OR full break/fix inclusive of parts and labor in addition to consumable supplies (premier). Not all legacy devices will be offered premier level support.

Meter reads for devices are an important part of generating and providing accurate usage-based invoices to the client. It is important that the process of meter read collection be as automated as possible.

Canon Solutions America may offer the client a “flat rate billing” option for devices that are not connected to the network.

Service calls from client end-users are placed one of several ways:

i. Calling the toll-free number for Canon Solutions America Service

ii. Placing an order for service via the “myCSA web portal”

iii. Placing an order for service with the client’s internal Help Desk

Canon imageRUNNER ADVANCE and imageCLASS devices have built-in capabilities to communicate device information directly to Canon and fleet management utilities. Firmware updates and individual and global device settings can be remotely managed and deployed.

ADMINISTRATION

Canon Solutions America’s formal quarterly review process is designed to provide a formal setting during which new ideas for improvement are presented and discussed with each client. Since each client is unique, these reviews can take many different forms. However, what is common to all reviews is our desire to leverage new advances in Canon technology or solutions that were previously not available. It is Canon Solutions America’s responsibility to ensure the client has a thorough and current understanding of Canon’s capabilities and new technologies.

Canon Solutions America utilizes two main components within the context of the managed print offering. First, the capability to provide factory-level support and supplies for Canon and non-Canon brands of desktop printing devices is key. Executed swiftly and consistently, a well-run MPS program can help achieve 10-15% savings in print spend. Secondly, and in addition to traditional MPS, changing end-user behavior in how print is utilized is key to helping double the possible savings. End-user behavior change is attainable through the use of a scalable and proven output management software solution. When software is combined with traditional MPS, the savings to the enterprise often doubles and in some cases, triples. Output management software helps end-users produce less paper output, thus eliminating wasteful print, and consequently reduces the overall paper consumption.

SERVICE / HELP DESK

For the fleet of larger MFDs, response times are bound by an SLA which is based upon a four-hour response time. For the fleet of smaller, desktop printers, response times are bound by an SLA which is based upon an eight-hour (next business day) response time.

Canon Solutions America can provide detailed reporting on all service related and help desk calls as a standard offering. These reports are one of the many items reviewed in careful detail during each quarterly business review and provide a platform for identifying opportunities for improvement. Special emphasis is placed on items that impact the end-users as well as those that are governed by specific Service Level Agreements.

• Device configuration information

• Device inventory overall, by product class, by location

• Breakdown of usage, by product class, device, location, department

• SLA performance summary

• Monthly breakdown of annual incident information

• Uptime by device and/or by location, monthly, quarterly, annually

• Breakdown of help desk calls by request type

• Call management

Canon will utilize a software utility called MDS Cloud as a data collection agent and device monitoring tool on an ongoing basis. MDS Cloud continually monitors Canon and non-Canon devices on the network and facilitates the management of consumable supplies as well as device status alerting. The scope of the monitoring includes the larger MFD fleet as well as the fleet of desktop printers, so long as they are connected to the network. Data gathered by this monitoring tool is used to build and populate a real-time web portal which is designed to assist client-side administrators with account and fleet information. This information is used to assess fleet health at any given point, pursue account inquiries, place an order for supplies, place a call for service, check on the status of previously placed order for supplies

or service, and much more.

Full details of Canon Solutions America’s offering and capabilities for managed print are included in the formal response to the Request for Proposal by Region 4 Education Service Center (“ESC”) for Managed Print Solutions. For more information please

contact Glen Hitchens, Senior Managed Print Solutions Consultant for Canon Solutions America at [email protected]

7/17-218-1696

Appendix B: Product/Services Specifications Canon Solutions America, Inc.

Appendix B:

PRODUCT / SERVICES SPECIFICATIONS

It is the intention of Region 4 Education Service Center (ESC) to establish a contract with vendor(s) for

Managed Print Solutions (MPS). Awarded vendor(s) shall perform covered services under the terms

of this RFP and the contract terms and conditions. Vendor(s) shall assist Region 4 ESC and/or TCPN

participants with making a determination of its individual needs, as stated below in the document.

Region 4 ESC is seeking a service provider that has the depth, breadth and quality of resources

necessary to complete all phases of MPS. Vendors specializing in one or more of the managed print

solution services may clearly indicate and propose on those items only. In addition, Region 4 ESC also

requests any value add commodity or service that could be provided under this contract. Region 4 ESC

and/or TCPN participants are seeking contractors who possess licenses in their states, where required

to provide and perform the work as outlined in this document.

Managed Print Solutions is the management, service and support of the entire client enterprise and

output infrastructure of printed materials. This would include all devices whether customer owned,

leased through a third party, or directly with the manufacturers leasing company. The leases could be

coterminous or non-coterminous. It would also include devices that were manufactured by the new

supplier, as well as devices that were manufactured by third parties. MPS takes into consideration

attributes such as the current infrastructure, all hardware, all existing leases, support, supplies,

software tools and the clients operational management model. MPS also reviews the client’s

technology usage patterns and user needs, as well as governmental compliance and client focused

concerns such as security, document management, and environmental sustainability. The advantage of

this approach is having a methodology, process, and template of how to manage an entire fleet end to

end.

The ultimate goal for MPS is to provide the client with a solution that improves the print process and

reduces the expense of printed material. The client will drive the complexity of the solution required

with a staged approach to implementation.

Proposers, at a minimum, should address the following components of MPS in their proposal.

I. Products, Services and Solutions

Provide a description of the range of products covered by your organization’s

MPS offering.

Canon Solutions America’s MPS offering provides support for a variety of output devices,

ranging from full-console copiers and multifunction devices to small desktop printers.

The scope of the support Canon Solutions America can provide is fully scalable beginning

with simple device monitoring and toner fulfillment to a comprehensive, enterprise level

fully managed engagement with Canon full-time onsite labor. Generally, for copiers and


MFDs, Canon Solutions America will seek to replace existing older fleets with brand new,

state of the art Canon imageRUNNER MFD models, appropriate to the individual need

of the Customer. In terms of the smaller desktop printing devices, Canon Solutions

America can provide support for a wide variety of makes and models; however, one of

Canon Solutions America’s overriding goals will be to help the Customer reduce their

dependence on these smaller, costlier-to-operate devices. Under this initiative, Canon

Solutions America will typically recommend the elimination of liquid ink-based printers as

well as any device that is in an “end-of-life” status with its manufacturer. Detailed

recommendations will be developed and offered to the Customer only after a careful

assessment and thorough examination of the total device inventory is completed.

Proposer should describe their ability to manage an onsite print center for

eligible entities, if desired.

Due to the scalability of Canon Solutions America’s Managed Print Services solution, we

can provide full-time management of an on-premise print center, inclusive of onsite labor.

Canon Solutions America has the expertise and experience necessary to not only provide

the production print hardware and software, but can also provide the full-time staff

needed and management process and best practices to run an effective on-premise print

center.

Describe your organization’s capacity to broaden the scope of the contract as new

technology, products, or services become available for MPS.

Canon is an incredibly broad and diversified manufacturer. Unique to Canon Solutions

America, Inc. is our ability to offer these diverse technology solutions to our Customers,

going beyond the initial engagement. As a global tier one purveyor of technology

solutions, we strive to broaden each Customer engagement and expand the scope in a

manner that increases the value for our Customers.

State your organization’s delivery timeframes, by phase, from assessment

through implementation of managed print solutions.

Delivery timeframes vary and are impacted by the very nature and scope of the initial

engagement and project. Once the nature and scope of a particular engagement is known

and agreed to, a project plan is developed specific to that project, with specific agreed to

timelines. Depending on the scope, project plans can range from very simple to complex.

It is the project plan that outlines in detail the timelines and milestones for the project.

However, Canon Solutions America’s approach to MPS generally covers five distinct

phases: (1) discover and analyze, (2) design, (3) deploy and transition, (4) support and

manage, and (5) evaluate and review. Delivery timelines of each phase is necessarily

dependent on the complexity and scope of each. Every Customer engagement is unique

and specific timelines vary according to the scope. In phase one, discover and analyze, for


example, the initial physical assessment can take as little as a few days to several weeks and

even months for large scale projects. For physical assessments, with a small team of

assessors (1-3 person team), we can comfortably assess 50-100 devices per day, depending

on whether there are multiple locations separated by distance. In some cases, a physical

assessment is not practical or requested and in those instances, the discovery is only

performed electronically, through the use of software. In all cases, however, as a best

practice, the software tool is deployed to aid in the process.

Discover and analyze – as little as 1-3 days for a physical assessment for one small

location to several weeks/months for large-scale organizations with many

locations

Design – as little as 1-3 days for small projects to several weeks for large-scale

projects

Deploy and transition – turn-around times for implementation are variable and

scope-dependent, but Canon Solutions America can begin delivering equipment

within a week or two of an agreement. If implementations contain more complex

components such as a fully-managed print center, implementation times are of

course longer.

Support and manage – this is an on-going phase by design and constitutes the

majority of Canon Solutions America’s time supporting the Customer.

Evaluate and review – as part of Canon Solutions America’s commitment to

continual improvement and innovation, a necessary component is to measure

performance and this is performed in an ongoing fashion throughout the

engagement.

List all methods of ordering provided.

Equipment and services can be ordered through traditional means, purchase order, Canon

Solutions America-branded order documentation, as well as through customized means

such as web portal. Web portals are usually customized to a specific Customer’s

specification, and are most often associated with enterprise level engagements.

Provide an overview of the technology that is utilized in your MPS offering.

Brief overview of the technology used in Canon Solutions America’s MPS offering:

Multifunctional Devices (copiers): Canon imageRUNNER ADVANCE (Gen 3)

Desktop output devices (printers): Canon imageCLASS series of single function and

multifunction desktop printers

Output Management (software): uniFLOW OM, scalable to the size and scope of the

engagement


Data Collection Agent (software): MDS Cloud and/or PrintFleet

Other Canon and third-party branded technology according to the scope of the

engagement and Customer requirements, inclusive of Production Print Technologies,

Large Format Print Technologies, Scanning Workflow Solutions, Business Process

Automation Solutions, etc.

Provide your backorder policy.

Canon Solutions America’s backorder policy – As a manufacturer, Canon Inc. manages

inventory levels carefully, employing a methodology that allows for sufficient inventory to

meet historical demands. However, from time to time certain items may become

backordered due to the unpredictable nature of the general market. Whatever the nature of

any backorder situation, Canon Solutions America’s general policy is to do whatever

necessary to minimize disruption with our Customers.

II. Assessment Phase

Describe in detail your organization’s assessment process and how it is scalable to

meet the needs of the eligible entities.

The assessment phase (discovery and analysis) is critical to designing a solution that makes

sense to the Customer. It is in this phase that the “current state” is identified, quantified,

cataloged, and contemplated.

At a basic level, this can be as simple as installing and running a data collection agent which

scans the Customer’s network in order to automatically discover devices on that network.

From this, the resulting “asset inventory list” is built and becomes the framework for

making basic rightsizing recommendations. At this level, the recommendations are strictly

based on examination of the asset list. Typical recommendations arising from this kind of

analysis would be the removal of all ink-based devices. Additionally, devices that have been

classified as “end-of-life” by their respective manufacturer would also be targeted for

removal. For a basic entry level assessment, this would be the extent of the assessment

process. This basic level is usually employed with small to medium-sized business

enterprises. The data gathered during this initial basic assessment is then utilized to prepare

a Customer-specific solution proposal.

Scaling this process to larger scope engagements that may include floor mapping, multiple

locations across regions, states, the U.S. and international boundaries, campus-like

environments, inclusion of staffed operations like print centers, etc. is also possible through

Canon’s enterprise managed services capabilities. For these larger engagements, our

managed services organization brings to bear the resources necessary in order to adequately

support large assessments. As an example, for large universities, the physical assessment

may take several weeks to months in length and involve teams of staffing resources to


finalize. In these cases, due to the sheer size, the assessment is treated as a project unto

itself, employing the use of formal project management fundamentals and principles, with

formal milestone management.

Respondents are encouraged to provide actual examples of a public-sector customer

assessment and how it was used.

K-12: Newtown Public Schools, Newtown, CT

K-12: Newport Mesa Unified School District, Newport Mesa, CA

Higher Education: Arizona State University, Scottsdale, AZ

List any charges for assessment, if any. Charges should be listed as separate

rates with hourly labor charges for each component.

Canon Solutions America, Inc. does not specifically charge for assessment services.

III. Implementation Phase

Describe in detail your implementation program plan.

As a general rule and practice, Canon Solutions America prefers to over-communicate to

help facilitate implementation planning and execution. The general approach adopted to

implementation is critical to the success of the overall project and Customer acceptance. We

prefer to take a collaborative approach and create a Customer-specific plan that works for

all parties. In some cases, the Customer is willing and able, and prefers, to take in all

deliveries in a staged location within their own facilities. This makes the equipment delivery

very smooth and allows each device to be staged and pre-installed with IP address

information, etc., prior to being placed at the final destination. In these instances, Canon

Solutions America will help with the staging process by providing the necessary technical

resources to support all staging functions. In most cases, however, the most favored

approach is for the delivery portion of the implementation to be managed in stages or

phases. These phases are usually defined in terms of physical locations, buildings, floors,

departments, etc., where one location is delivered in its entirety and technology fully

installed prior to moving on to the next location. This phased approach is based upon a

linear support model where the implementation mirrors the following basic events: order-

pre delivery warehouse prep-transport and initial delivery-installation of hardware and

software-functional testing-quality assurance checks-end user basic introductory training-

supplies and support process-Customer satisfaction confirmation.

Another critical component is the coordination with the outgoing vendor. Care must be

taken to include the outgoing vendor in planning discussions related to the de-installation

and eventual removal of the old equipment. If the Customer lacks sufficient space to


accommodate both the old and the new device, careful coordination must be made so that

no device clutters the workspace or hallways, or creates an egress hazard.

Provide your organization’s experience of implementing MPS with public sector

agencies. Respondents are encouraged to provide a detailed case study of where

your organization has implemented MPS with a public-sector agency.

For Canon Solutions America, public sector Customers comprise a successful and very

important tier of Customer, in particular K-12 and Higher Education. Canon Solutions

America has many engagements in this space, ranging from basic managed print to full

enterprise managed services with onsite staffing.

Please see Case Study provided with this response.

List any charges for implementation, if any. Charges should be either event (one time)

based or hourly with a statement of work.

There are no charges for standard implementations. There are however, several instances

where charges may arise. These are due to special circumstances related to deliveries; for

example, in cases where there is a higher floor delivery without the use of a freight elevator.

When these situations arise, there is full disclosure and transparency ahead of time with the

Customer.

IV. Training for Client

Describe in detail the types of trainings your organization typically provides

to customers.

1. Does proposer offer on-site trainings?

Training begins immediately following device installation for larger

MFDs. Basic device orientation is the first exposure a Customer may

receive to the new Canon technology. Covered are such basics as on/off

procedures, authentication at the device if applicable, how to replace

toner and paper, how to navigate the operation panel, etc.

2. Does proposer offer web based trainings?

Following the basic introduction mentioned above, Canon Solutions

America provides in-depth web-based training as a standard and ongoing

offering. This allows for unlimited training opportunities at the

Customer’s own pace and location for as long as the device is installed

and used.


3. Does proposer offer one-on-one trainings?

The vast majority of Canon Solutions America’s Customers rely on these

two forms of training. In the case of larger, enterprise managed services

engagements, customized training plans are often developed, which

include the elements mentioned above, but can also include instructor-

led training, scheduled in advance and with the Customer organization.

List any charges for initial or on-going training, if any.

Canon Solutions America does not charge for initial basic device orientation or the ongoing

web-based training offering. In enterprise managed services cases, specific customized

training plans can be developed in order to meet Customer-specific requirements and

expectations. There may be a charge for these, but that would be determined with Customer

collaboration.

V. Fleet Management

Include all cost options for on-site full-time, part-time, first service

responder, consumables, etc.

Canon Solutions America provides for any onsite staffing requirements as part of our

enterprise managed services offering. In those cases, the “solution” comprises all aspects

related to the offering from equipment and supplies to staffing requirements, software,

implementation, change management, first service responder, etc. These are priced

according to the requirements of each individual Customer since no two engagements are

alike.

If no staffing is required, then the Canon Solutions America retail sales and support

organization would provide the first service responder and break/fix support, inclusive of

consumable supplies. These engagements are comprised of an equipment and software

charge (typically for the equipment lease) plus a maintenance agreement at specified

volumes and/or cost per page rates, one for color and one for black pages. Pricing for this

is included in Appendix C – Pricing.

In addition, list separate costs, if any, to manage legacy installed devices from other

manufacturers such as installing, moving, adding, changing and disposing of

contracted devices.

For smaller, Customer-owned desktop devices, our recommendation as stated above, would

be to deactivate all inkjet-based devices and any device that has been classified as “end-of-

life” by its respective manufacturer. The remaining devices would then be placed under

contract with Canon Solutions America for supplies only or for both supplies and break/fix

support. For those under supplies only scope, these devices would be removed from service

upon the first service incident. Replacement would depend on Customer requirements, but


this would present an opportunity to eliminate the device from the fleet completely and

migrate the print volume to a shared workgroup device.

In either case, Canon Solutions America does not charge premiums for managing the legacy

Customer-owned devices from other manufacturers. The MPS pricing is based upon

make/model and toner yield metrics in order to arrive at a model-based per page rate.

Included in those rates are service labor and parts costs to adequately support each device to

manufacturer specifications. This applies to the provision of break/fix technical support and

consumable supplies for these devices.

Installation, move, or disposal charges are a negotiated item, specific to each set of

Customer requirements. Canon Solutions America generally charges a nominal fee for these.

Do you offer trade in pricing for owned equipment?

Trade-in credits for customer-owned MFDs are determined on an individual case by case

basis. Canon Solutions America does not publish fixed trade in pricing since there are many

variables that ultimately determine device value. In general, Canon Solutions America does

not offer trade in pricing for customer-owned desktop devices since the cost to dispose of

an asset will likely be greater than the value of the device. In those cases, it is more cost

effective to either donate, recycle, or otherwise dispose of the small devices directly.

Management of legacy devices does not include parts, labor or supplies.

Under Canon Solutions America’s MPS Program, small desktop legacy devices are included

in the support model, whereby Canon Solutions America will provide consumable supplies

only (standard) OR full break/fix inclusive of parts and labor in addition to consumable

supplies (premier). Not all legacy devices will be offered premier level support.

Define how your technologies will guarantee document security and privacy.

Technology associated with office equipment has evolved over the last several years. As the

marketplace transitions from the purchase of standalone copying, printing, faxing and

scanning products to devices that integrate those functions and link them to corporate

networks, a new era in information technology has begun. Securing these systems is now an

important aspect of an overall network and information security strategy.

Although Canon offers no formal guarantee of Customer’s document security and privacy,

Canon's attention to emerging market trends and details surrounding Customer security

requirements has driven the development of features within the imageRUNNER product

portfolio to prevent data loss and the potential threats posed by hackers. Canon's security

capabilities fall into three main areas: standard device security, network and print protection,

and data overwrite protection.


Standard Device Security

All imageRUNNER products ship with many standard security features. When shipped as

standalone digital copying devices, the imageRUNNER product line offers the following

protection:

Copy Control Access: This standard feature permits device administrators to register up

to 300 (depending on model) department and user IDs, thereby requiring end-users to

enter a password prior to accessing device copying capabilities.

Restricting Device Setup Screens: imageRUNNER device setup screens can be

password-protected to ensure that administrative device settings are not changed without

appropriate authority.

Mailbox Password Protection: All imageRUNNER devices ship with up to 100 User

Mailboxes, which can be used for storage of scanned and printed data, integrating scanned

and printed data, or long-term document storage. Mailbox security is provided through

the ability to lock down access to the Mailbox system via system administrative passwords,

and the ability to designate unique passwords for access of individual device Mailboxes.

Network and Print Protection

When implemented in networked configurations, imageRUNNER products offer unique

benefits as communication hubs for corporate information. Network connectivity also

brings heightened requirements for security. As a standard offering, imageRUNNER

products deliver the following network and print security capabilities.

Enabling/Disabling Protocols: Network administrators are provided with the ability to

enable or disable specific device protocols and print applications through Canon's system

setup and installation utilities. As a result, unwanted device communication can be

disabled, as can access to the system via specific transport protocols.

Print Job Accounting: A standard feature in Canon's printer drivers, Print Job

Accounting requires users to enter an administrator-defined password prior to printing,

thereby restricting device access to those authorized to print.

Secured Print: the Secured Print function within Canon's printer drivers requires an end-

user to enter a password prior to job release. Upon receipt of the print job at the device,

the user must enter the job password in order to print. Using this feature, users can ensure

that they are at the device when their job is delivered.


Mailbox Printing: Another secure document delivery feature, Mailbox Printing allows

users to send a job to their individual Mailbox. Once stored in the Mailbox (if it is

password-protected), a user must enter his or her password to retrieve jobs previously

stored.

Data Overwrite Protection

Many of the functional capabilities and unique features of Canon imageRUNNER

technology are delivered through the use of an internal Image Server. The Image Server

used within Canon imageRUNNER products is comprised of hard disk storage and RAM,

and varies in size from device to device. Although storage and RAM size vary, the internal

Image Server delivers consistent functional capabilities from one imageRUNNER system to

the next, and is largely responsible for data handling across all device functions.

The imageRUNNER Removable Hard Disk Drive (HDD) Data Kit option provides a

means for system administrators to physically lock the device’s internal hard disk drive into

the system during normal operation, thereby decreasing the risk of theft. Once the device

has been powered down, the drive can be unlocked and removed for storage in a secure

location. Advanced HDD erase services are available as a professional services engagement

when a certificate of erasure is required at end of life.

Canon offers a number of ways to secure documents generated and managed by Canon

hardware and software technologies, including secured and follow-me printing, document

password protection, encryption, document rights management, and destination restrictions.

Though varying Customer environments may make it difficult for Canon to guarantee

document security and privacy, Canon’s attention to emerging security trends has driven the

development of features that help thwart data loss and potential privacy threats.

uniFLOW Secure Print

uniFLOW’s secure printing functionality allows all users to send their sensitive

documents to network printers from their desktops or mobile devices and to have

the job printed only when they are physically standing in front of the device.

Universal Driver:

The uniFLOW Universal Driver can help fix the often, too common "incompatible

driver" problem. The uniFLOW Universal Driver works by ensuring that the printer

specific codes are only added to the print job once the final printer type is known,

resulting in a correct printout every time.


Device Authentication:

Requiring authentication at a device can help prevent unauthorized printing and

copying, faxing and scanning to email, and prevent confidential documents from

lying on the printer tray.

Authentication at the device also unleashes an imageRUNNER ADVANCE feature

set which includes "Scan to My Folder", "Scan to Myself" (email), "Quick Menu"

personalization, and "Key Chain" login.

Secure Printing:

The uniFLOW version of follow me printing, My Print Anywhere, offers users a

convenient, productive, and secure way to print. When a user prints, his or her job is

stored on the uniFLOW server until that user authenticates at ANY device on the

network and releases his or her job.

Secure Mobile Printing

Secure Mobile Submission:

o uniFLOW allows any mobile user to submit a print job, as long as that user's

mobile device has emailing capabilities. Users can also submit jobs via web

browser, or printing directly from an application using an internet enabled

driver.

Secure Mobile Release:

o Once a print job is submitted, regardless of whether it's from a desktop PC or a

mobile device, the user will fall into the uniFLOW My Print Anywhere (follow

me printing) workflow, where the user will walk to the most convenient device,

and release their print job after authenticating themselves.

Multiple Identities & Guest Printing:

o Users tend to have multiple identities in today's mobile age, and uniFLOW

supports that by allowing users to register each of their identities, such as email

addresses or phone numbers, so that the uniFLOW system will recognize them,

and allow them to print.

o uniFLOW Secure Mobile Printing also provides the option for guest printing.

Guest printing can be customized to allow visitors (outside the network) to

submit print jobs, but with preset company restrictions.

Native Application:

o There is also a uniFLOW native app for Apple iOS devices and Android

devices. This app enables the mobile device to identify a printer, for example


by a QR code, select a print job from the user's personal print queue, make

necessary print settings, and release their job.

Google Cloud Print:

o uniFLOW also supports Google Cloud Print. So, users of Google

Chromebooks, and companies that primarily use Google Cloud Print for all

their printing needs, can print in a secure manner with the option of uniFLOW

tracking all prints.

imageWARE Secure Audit Manager

Capture data and user information for jobs processed by imageRUNNER devices*.

imageWARE Secure Audit Manager Express is a robust and efficient information

security software solution for document distribution oversight. This solution carves

a new concept in the information security industry. It’s the first product to provide

capture, archive, notification, and audit capabilities of Canon device activities such as

print, scan, fax, copy, and e-mail.

imageWARE Secure Audit Manager Express helps deter ill-intentioned workers

from leaking important and valuable information sent to Canon imageRUNNER

and imageRUNNER ADVANCE systems. In the event that such leakage does

occur, crucial information, such as who, what, when, and where this event occurred,

can be quickly retrieved.

imageWARE Secure Audit Manager Express captures job attribute information such

as time, date, user, destination, and text data. After this information is captured, it’s

stored and can be readily searched using either a full text search or attribute search.

With this solution, companies and organizations can reduce risks and liabilities

associated with the leakage of important and confidential information.

*imageWARE Secure Audit Manager Express supports only MEAP embedded imageRUNNER and

imageRUNNER ADVANCE systems.

Define how meter reads are conducted.

Meter reads for devices are an important part of generating and providing accurate usage-

based invoices to the Customer. In addition, they are used to determine usage patterns,

trends, and overall fleet information. It is important that the process of meter read

collection be as automated as possible and in that endeavor, Canon Solutions America will

leverage the data collection agent, imageWARE Remote, or other software mechanism to

collect device-transmitted usage statistics. In the event devices fail to connect and report

usage meter data, Canon Solutions America will make every effort to attempt reconnection

of affected devices. From time to time, the reasons for devices failing to report is caused by


network conditions and events that occur on the Customer side. Canon Solutions America

is committed to assisting our Customers in attempting to reconnect affected devices. In the

event that devices cannot reconnect, then the collection of usage meter data is the

responsibility of the Customer.

In some cases, Canon Solutions America may offer the Customer a “flat rate billing” option

for devices that are not connected to the network. Under this option, the collection of

ongoing usage meter data is not necessary since Canon Solutions America would bill the

Customer an agreed to monthly fixed amount. This amount is based upon historical usage

patterns for those affected devices. A reconciliation would be made once annually for those

devices not connected to the network, whereby excess usage above and beyond the monthly

flat fee would be invoiced separately. Similarly, if the actual usage was lower than expected,

less than accounted for by the monthly fixed amount, then a credit would be due the

Customer.

Define how service calls are placed. Does your equipment have built in

remote/automated diagnostics capabilities?

Service calls from Customer end-users are placed one of several ways:

Calling the toll-free number for Canon Solutions America Service

Placing an order for service via the “myCSA web portal”

Placing an order for service with the Customer’s internal Help Desk

Canon imageRUNNER ADVANCE and imageCLASS devices have built-in capabilities to

communicate device information directly to Canon and fleet management utilities. Firmware

updates, individual and global device settings can be remotely managed and deployed.

VI. Administration

Describe any continual process improvements that your organization puts in place for

customers.

Canon Solutions America’s formal quarterly review process is designed to provide a formal

setting during which new ideas for improvement are presented and discussed with each

Customer. Since each Customer is unique, these reviews can take many different forms.

However, what is common to all reviews is our desire to leverage new advances in Canon

technology or solutions that were previously not available. It is Canon Solutions America’s

responsibility to ensure the Customer has a thorough and current understanding of Canon’s

capabilities and new technologies.


Detail any innovative ways that your organization helps eliminate

unnecessary printing; reduce carbon footprint usage, waste, etc.

In order to maximize the reduction of annual spend related to print in any enterprise and to

provide the maximum value to the Customer, Canon Solutions America utilizes two main

components within the context of the managed print offering. First, the capability to

provide factory-level support and supplies for Canon and non-Canon brands of desktop

printing devices is key. Executed swiftly and consistently, a well-run MPS program can help

achieve 10-15% savings in print spend. Secondly, and in addition to traditional MPS,

changing end-user behavior in how print is utilized is key to helping double the possible

savings. End-user behavior change is attainable through the use of a scalable and proven

output management software solution. When software is combined with traditional MPS,

the savings to the enterprise often doubles and in some cases, triples. Output management

software helps end-users produce less paper output, thus eliminating wasteful print, and

consequently reduces the overall paper consumption. The single most comprehensive,

proven, and scalable output management software solution in the current marketplace is

uniFLOW by NT-Ware (a Canon company). Many Canon devices come “uniFLOW-ready”

directly from the factory to help enable the workflows at the Customer site.

Describe your organizations process pertaining to a formalized quarterly business

review with a public agency (such as; device utilization, fleet performance, cost

saving opportunities, department/site usage, green spend, consumables monitoring

report, etc.).

Quarterly Business Reviews are vitally important. Not only are they used to present a

“report card” back to the Customer on Canon’s performance, they also serve as a platform

to deliver news and information concerning the Customer’s fleet (such as device utilization,

fleet performance, cost savings opportunities, environmental impact metrics, etc.). Key to

this, as mentioned above, is providing a forum through which Canon Solutions America can

propose new opportunities for improving the overall Customer experience. Finding new

ways to innovate and streamline existing business processes while achieving greater levels of

automation, real bottom line savings, environmental stewardship are all part of why QBRs

are a vital component to an effective business partnership.

VII. Service / Help Desk

Describe in detail the process that shall be used to ensure adequate service

representatives will be available. This should include fees and or hourly rates

for service/help desk integration.

Canon Solutions America, Inc. provides geographic coverage in major metropolitan areas

throughout the United States. Each region is supported by a comprehensive web of service

professionals who provide best-in-class technical support to our growing base of Customers.

Beyond these critical regions, a network of Canon-authorized service companies stands

ready to support Region 4 ESC’s participating agencies’ needs. All servicing entities must


adhere to strict performance guidelines and must be fully certified to provide technical

assistance on Canon products.

With over 10,000 technicians employed nationwide, Canon Solutions America can ensure

proper support in the event of absenteeism. We implement branch specific contingency

plans to ensure optimum service for our Customers during their usual technician’s sick,

personal or vacation days. As part of this contingency plan, we will draw from our pool of

technicians to provide the necessary support. Every technician is properly trained and

certified by the manufacturer of the device they will be repairing.

Describe your organization’s procedures for addressing and resolving customer

problems and complaints; service, equipment, or billing. This should include timelines

and escalation measures.

Single Point of Contact

We will develop a competent, collaborative, and systematic management strategy while

addressing Customer’s needs for a cohesive single point-of-contact. A dedicated Account

Executive will be assigned to each account to manage various Canon resources to ensure

smooth and timely delivery, installation, systems integration and monitoring of our

performance against established service level agreements, and cost data to measure our

solution’s effectiveness.

Help Desk

Canon Solutions America’s Help Desk has the flexibility to interact with our Customer’s

Help Desk for phone/email-based support of hardware, software, or systems related issues.

Many of our existing clients use their internal Help Desk as a first line of support, and then

escalate end-user issues to Canon Solutions America’s Help Desk, as needed.

Customer Service Department

Canon Solutions America’s Customer Service Department focuses on resolving account

management-related issues. Customers may call the toll-free number to reach a Customer

Service Representative who will:

Answer general inquiries and issues

Handle billing questions and rebilling needs

Correct address and account information

Issue supplies needed for contract fulfillment

Resolve a service need

Handle meter read questions/issues

Customer Service Representatives act as liaisons between our clients and the Canon

Solutions America, Inc. departments that support them nationwide, including Accounting,


Supply Sales, Service, and Dispatch. This structure ensures that our Customers receive a

timely and accurate response by the appropriate party. In order to support all Canon

Solutions America Customers nationwide, our Customer Service Department is available

from 8:30 am – 8:00 pm EST.

Service Calls

When a service call is placed, it is routed to the appropriate person at Canon Solutions

America who will attempt to resolve the issue within twenty-four hours. Each Canon

Solutions America branch location has a designated Escalation Specialist who focuses on

service-related issues that require further attention. He/She conducts regularly scheduled

meetings with the local service department to determine a resolution to any current service

problem. If necessary, our parent company, Canon U.S.A., participates in these meetings to

provide further direction on how to resolve the issues.

Below is a detailed breakdown of the escalation process we follow to address unresolved

service calls:

1. Initially, the service technician will attempt to troubleshoot and resolve the technical

issue with the Customer over the phone, if applicable. If onsite service is necessary,

the service technician is dispatched to the location.

2. If the technician is troubleshooting a machine onsite and cannot resolve the issue, he

or she will refer to their technical documentation for possible solutions. If

unsuccessful, he or she will contact the local Product Specialist or Lead Digital Service

Engineer for recommendations and informs their Area Service Manager of the need

for escalation.

3. The Technician contacts the Canon U.S.A. Technical Hotline and advises the Senior

Digital Service Engineer or Product Specialist that an onsite visit is necessary. A Ticket

Number is then issued to the Technician so the request can be tracked.

4. The Technician/Area Service Manager and/or Product Specialist contacts the Branch

Service Manager to collaboratively ensure that the Escalation Procedure is being

adhered to within the allotted timeframes.

5. The Area Service Manager/Branch Manager or Product Specialist contacts the District

Sales Manager and/or Sales Executive to advise them of the escalation and the steps

being taken. The Area Service Manager and Product Specialist contacts the Branch

Service Manager for additional direction. The Canon U.S.A. Specialist is requested on

site and will attempt to resolve the issue.


6. After all procedures have been exhausted by our team and the Canon U.S.A.’s

specialist, our Branch Service Manager will be consulted for final advisement.

7. If no resolution is found, the Area Service Manager will officially request a like-for-like

replacement of the unit by filing the Service Exchange (RGA) form with the Branch

Service Manager.

Provide the expected response time after initial service/help desk call to have a

technician on site, if needed.

For the fleet of larger MFDs, response times are bound by an SLA which is based upon a

four-hour response time. For the fleet of smaller, desktop printers, response times are

bound by an SLA which is based upon an eight-hour (next business day) response time.

List the type of reporting your organization can provide end-users on service/help desk

calls.

Canon Solutions America can provide detailed reporting on all service related and Help

Desk calls as a standard offering. These reports are one of the many items reviewed in

careful detail during each quarterly business review and provide a platform for identifying

opportunities for improvement. Special emphasis is placed on items that impact the end-

users as well as those that are governed by specific Service Level Agreements.

Device configuration information

Device inventory overall, by product class, by location

Breakdown of usage, by product class, device, location, department

SLA performance summary

Monthly breakdown of annual incident information

Uptime by device and/or by location, monthly, quarterly, annually

Breakdown of help desk calls by request type

Call management

Other custom reporting as required

Does your organization provide well defined service level agreements to customers? If

so, please provide an example of a service level agreement that you have provided to

a public-sector entity.

Canon Solutions America provides specific service level agreements to its customers.

Examples of two are shown below for Response Time and Up-Time.

Response time:

For Canon branded devices, Canon Solutions America, Inc. will commit to a fleet average

response of 4 hours, over 4 fixed quarterly intervals per year, for devices within Canon

Solutions America, Inc.’s Servicing Territory. Response time shall be calculated from the


time the customer call is placed with our Dispatch department, until the time the Technician

arrives at the individual location. Response times are calculated between 8:30am and

5:00pm, Monday through Friday, excluding Canon Solutions America, Inc. holidays. For

the individual location which has multiple machines and active service calls, the Technician's

arrival shall stop the response time calculation for all open service calls at that location.

For non-Canon branded devices, Canon Solutions America, Inc. will commit to a fleet

average response of 8 hours, over 4 fixed quarterly intervals per year, for devices within

Canon Solutions America, Inc.’s Servicing Territory. Response time shall be calculated from

the time the customer call is placed with our Dispatch department, until the time the

Technician arrives at the individual location. Response times are calculated between 8:30am

and 5:00pm, Monday through Friday, excluding Canon Solutions America, Inc. holidays.

For the individual location which has multiple machines and active service calls, the

Technician's arrival shall stop the response time calculation for all open service calls at that

location.

Up-Time

Canon Solutions America will commit to a fleet average uptime of 95% over the 4 fixed

quarterly intervals per year, for devices within Canon Solutions America’s. Servicing

Territory. (Excludes devices with rated speeds of 105ppm or greater). Downtime is

calculated from the time a service call is placed with our Dispatch department until the

time the Technician completes the repair. Uptime criteria is calculated between 8:30am

and 5:00pm, Monday through Friday, excluding Canon Solutions America, Inc. holidays,

and exceptions outlined below. Uptime requirements will not include preventative

maintenance service calls, calls which could have been prevented by key operator functions

outlined in unit's operation manual, calls created by user mishandling, units which are

running outside the manufacturer's optimum performance volume, or units which need to

be over-hauled as a result of reaching useful life, in the opinion of our Service department.

State any restocking or return fees.

Any applicable restocking or equipment return fees are included in the pricing submitted.

Please see Appendix C – Pricing.

List the cost, if any, of any software technology that can be used in association

with your service desk.

Canon Solutions America’s approach to service desk integration is on a project basis. Once

an initial assessment is conducted, Canon Solutions America will develop a Statement of

Work, specifying any work needed and costs, if any, to perform the integration. The

Customer will have the opportunity to review, discuss, plan, and approve any proposed

Statement of Work for service desk integration.


Include the cost for an outright purchase, monthly lease, or per device monthly fees.

Please see Appendix C – Pricing provided with this response.

Provide your organizations customer service statistics or survey results concerning the

quality of services provided.

Canon Solutions America support team members are dedicated to a Customer-first mindset.

Backed by award-winning products and world class support facilities, our support personnel

make certain that our Customer’s solution is optimized. We manage the performance of the

solution, allowing our Customers to focus on managing and growing their business.

Our Solutions Support Centers have achieved the prestigious HDI (Help Desk Institute)

Certified Support Center award. This award signifies our commitment to excellence,

efficiency, and service quality based on the HDI Support Center Standard.

Through thousands of certified field service engineers nationwide, our Service organization

utilizes a single “Total Service Process.” Our Customers have access to local, regional, and

national level engineers ensuring full SLA (Service Level Agreement) compliance regardless

of location. Mobile technology allows our field technicians and industry certified engineers

to handle Customer calls quickly and efficiently, minimizing equipment downtime.

Immediately following the completion of a service call, a Customer Satisfaction Survey is

sent via email to the contact person who placed the service call. In the event of an

unsatisfactory survey, a follow up phone call is placed by a Service Manager in an attempt at

understanding how we may improve our service.

We measure each and every area of service performance, based on key criteria for each

department. Our support personnel are held accountable for the service statistics by which

they are measured, including speed of repair, quality of repair, and overall customer

satisfaction.

Canon Solutions America monitors and measures both equipment and engineer

performance through extensive application of key performance indicators (KPIs) through

state-of-the-art performance “dashboards”. Our engineers monitor machine performance

against manufacturer’s performance metrics in the areas of fleet up-time, failures between

service visits, energy efficiency, and other key indicators.

All of our technicians are formally evaluated through an extensive suite of performance

indicators related to speed of repair, quality of repair, and overall customer satisfaction.


Benchmarking:

• Canon Solutions America National Key Performance Indicator (KPI) Measurements

• Third Party Analysis of Industry KPIs

• Canon Global KPI Measurements

Machine Performance:

• Mean Copy Between Failure

• Mean Copy Between Visit

• Machine Uptimes

Service Performance KPIs:

• Restore Time

• First Call Fix Rate

• Uptime

Canon Solutions America service leadership (local, regional, and national) meet face-to-face

with our customers on a quarterly basis to review customer care quality metrics and fleet

performance metrics, and to strategize opportunities for change management or

improvement.

It is through these stringent performance standards and the commitment to our continuous

improvement process that we confidently offer our Customer Satisfaction and Service

Performance Guarantees and maintain the highest levels of customer satisfaction.

VIII. Consultant/Professional Services

Hourly labor charge for each service offered

Canon provides professional services as defined by the project scope, specific to each

engagement. A detailed statement of work is developed to address the need for professional

services and is presented to the Customer for review and acceptance. Each SOW contains

pricing that is specific to the scope outlined within the SOW itself.

Describe the service offered and the final output

Canon provides professional services as defined by the project scope, specific to each

engagement. A detailed statement of work is developed to address the need for professional

services and is presented to the Customer for review and acceptance. Each SOW contains

pricing that is specific to the scope outlined within the SOW itself.


IX. Maintenance (Break/Fix)

List all options for types of break/fix service associated with installed

printers, including but not limited to:

1. Parts and labor annual maintenance (supplies

purchased separately).

2. Parts and labor monthly maintenance (supplies purchased

separately).

3. Maintenance programs which allow for supplies to be charged on a

per copy rate.

4. Include pricing program that includes parts/labor for maintenance

and supplies per click

5. Indicate pricing program that includes parts/labor for

maintenance, supplies and the lease price per click.

Canon provides the following options for types of break/fix technical service associated

with installed printers:

Standard Maintenance Agreement; eligible devices are Canon imageRUNNER

MFDs and Canon imageCLASS desktop printers; parts, labor, and supplies are

included in a per-page click rate, available with no volume commitment or with a

volume commitment. This plan is invoiced monthly. See Appendix C – Pricing for

details.

Managed Print Services Maintenance Agreement; eligible devices are Canon

imageCLASS desktop printers and supported non-Canon (HP, Brother, Dell,

Lexmark) desktop printers; parts, labor, and supplies are included in a per-page

click rate for most devices. Some devices are only covered for supplies in a per-

page click rate. Depending on the non-Canon device model, some printers may be

serviced through a third party provider under contract with Canon. See Appendix

C – Pricing for details.

Detail how you would formulate a charge per copy for toner.

Per copy charges for toner are formulated by using the cost of the toner cartridge and the

yield in number of pages. As an example, a $200 toner cartridge that is designed to yield

6000 pages based upon a 5% industry standard page coverage would generate a per copy

charge for toner of $0.0333. Parts and service labor costs are then added to determine the

total overall cost per page.


Detail how your organization is able to provide remote monitoring of all print

devices for use in the management of consumable, break/fix, technical support and

the improvements of efficiencies for supplies and/or cost reductions.

Canon will utilize a software utility called MDS Cloud as a data collection agent and device

monitoring tool on an ongoing basis. MDS Cloud continually monitors Canon and non-

Canon devices on the network and facilitates the management of consumable supplies as

well as device status alerting. The scope of the monitoring includes the larger MFD fleet as

well as the fleet of desktop printers, so long as they are connected to the network. Data

gathered by this monitoring tool is used to build and populate a real-time web portal which

is designed to assist Customer-side administrators with account and fleet information. This

information is used to assess fleet health at any given point, pursue account inquiries, place

an order for supplies, place a call for service, check on the status of previously placed order

for supplies or service, and much more.

List how you will configure pricing for future printer models by other manufacturers.

For future printer models introduced by other manufacturers, Canon Solutions America

will calculate pricing based upon current market conditions inclusive of the manufacturer’s

suggested retail price of the device itself, the cost of printer supplies, the published supply

yield, the cost of device parts, and the estimated cost of labor.

If meter collection is performed by vendor on-site, list the monthly or hourly rate.

Meter collection on the MFD fleet is primarily managed through Canon software known as

imageWARE Remote, where the device automatically sends Canon relevant usage statistics

in an encrypted packet. Meter collection on the fleet of desktop printers is collected

electronically via the monitoring software or data collection agent known as MDS Cloud.

There is no charge for electronic meter collection. In the event a device fails to report

meter data to Canon electronically, a Canon technician will be dispatched to check the

connections to the servers. Meter collection for devices that do not connect will be the

responsibility of the Customer to collect and submit to Canon. In the event meter reads are

not available in time for billing cutoff, Canon may estimate a meter read based upon

historical usage on that device.

If meter collection is performed through software, list monthly charge or

purchase price, if any, per asset.

Meter collection on the MFD fleet is primarily managed through Canon software known as

imageWARE Remote, where the device automatically sends Canon relevant usage statistics

in an encrypted packet. Meter collection on the fleet of desktop printers is collected

electronically via the monitoring software or data collection agent known as MDS Cloud.

There is no charge for electronic meter collection. In the event a device fails to report

meter data to Canon electronically, a Canon technician will be dispatched to check the

connections to the servers. Meter collection for devices that do not connect will be the


responsibility of the Customer to collect and submit to Canon. In the event meter reads are

not available in time for billing cutoff, Canon may estimate a meter read based upon

historical usage on that device.

X. Other Management Print Services

For additional products or services that fall within the scope of this contract, vendor

may include a separate description of the product or service, along with the proposed

pricing.

As a global tier one manufacturer, Canon offers a complete and comprehensive set of

solutions. Through these state of the art solutions, Canon meets the increasingly diversified

and sophisticated needs of its customers, making the Canon brand recognized and trusted

throughout the world. Unique to Canon Solutions America, Inc. is our ability to offer

these diverse technology solutions to our Customers, going beyond the initial engagement.

Canon strives to broaden each Customer engagement and expand the scope in a manner

that increases the value for our Customers.

In order to maximize the reduction of annual spend related to print in any enterprise and to

provide the maximum value to the Customer, Canon Solutions America utilizes two main

components within the context of the managed print offering. First, the capability to

provide factory-level support and supplies for Canon and non-Canon brands of desktop

printing devices is key. Executed swiftly and consistently, a well-run MPS program can help

achieve 10-15% savings in print spend. Secondly, and in addition to traditional MPS,

changing end-user behavior in how print is utilized is key to helping double the possible

savings. End-user behavior change is attainable through the use of a scalable and proven

output management software solution. When software is combined with traditional MPS,

the savings to the enterprise often doubles and in some cases, triples. Output management

software helps end-users produce less paper output, thus eliminating wasteful print, and

consequently reduces the overall paper consumption. The single most comprehensive,

proven, and scalable output management software solution in the current marketplace is

uniFLOW by NT-Ware (a Canon company). Many Canon devices come “uniFLOW-

ready” directly from the factory to help enable the workflows at the Customer site.

Pricing for uniFLOW is included in Appendix C – Pricing.

Include software or licensing costs or components of any services provided.

Pricing is included in Appendix C – Pricing.

Customer Expectations Document

CSA Managed Print Services Customer Expectation Document page 2 April 2017

1. Introduction

This Customer Expectation Document is designed to provide details related to the Canon Solutions America Managed Print Services (‘MPS”) Program and to answer commonly asked questions. The terms and conditions of the MPS program can be found in the CSA Managed Print Services Agreement.

2. Program Objectives

The MPS program is designed to help organizations achieve business efficiencies and cost savings through better management and administration of print environments. Our unique consulting process contemplates collaboration with our customers to identify areas for print optimization, increased productivity and cost savings. Critical to this process is the availability of print volume data from all sources within the print enterprise. The success of the program is dependent on uninterrupted communication with the printers or alternative sources of data capture in order for CSA to perform the services and provide accurate and timely billing under the agreement.

3. Initial Contract Set-up

a. Start Date The contract becomes effective approximately 10 days after the Customer executes the MPS Agreement accompanied by a complete listing of the covered printers on Schedule A and Schedule B, if applicable. This allows CSA ample time to prepare its systems to accept customer calls and begin to provide services.

b. Initial Printer Listing Schedule A and B contain all relevant information on each printer initially covered under the MPS Agreement. Printers listed in Schedule B will only be eligible for toner fulfillment and monitoring services. The Customer is responsible for discovering and identifying the required information for all printers to be covered under this agreement. Although CSA software tools may help discover devices based on detection of activity, idle units and units with no network connection may not be detected during this discovery process. In the event a customer identifies additional equipment which was mistakenly excluded from the original schedules, additional printers can be added using the Change Order form along with a printed configuration page for each printer added and made retroactive to the start date. Customers who call for services or toner for units not yet added to the contract may be told their printer is not covered since it will not appear in the CSA system.

c. “Fit for Service” Requirements Prior to the start of the contract the following must be confirmed:

i. Each device must have a minimum of 25% toner remaining in the cartridge ii. Each device must have a minimum of 25% life remaining for other consumable maintenance items (fuser kit,

maintenance kit, drums) iii. Any devise displaying a service or supplies alert (error codes, low consumables, etc.) must have the

condition corrected iv. Any device with an image quality issue must have the condition corrected

d. Tagging Each printer initially covered under the agreement maybe tagged with a CSA Service tag by a CSA representative. The tag includes the serial # of the printer, the phone # for service and supplies and other relevant information. The tag should not be removed from the printer during the term of the agreement. CSA may mail tags to the customer for placement on the printers machine additions or remote locations during the term of the contract.

e. Installation of DCA Software CSA will work with the Customer’s IT staff to perform the initial installation of the Data Collection Agent (“DCA”) software for networked devices. Additionally, CSA will assist the Customer’s IT staff to push the local client version of the DCA software for use with any non-networked printers. It is the Customer’s responsibility to keep the DCA installed during the term including any reinstallation that may be required as a result of change in the Customer’s infrastructure or environment.

4. Ordering Procedures

a. Toner Printer toner cartridges may be ordered from CSA by either calling our Customer Service order desk at 1-800-355-1385 or by placing an on-line order in the myCSA site. Customers who wish to use the myCSA site must first register at www.csa.canon.com and select the myCSA icon on the home page. Customers will be asked to provide the related serial # or asset tag# located on the asset tag placed on the printer.

b. Service Calls Requests for repair may be placed by either calling our Dispatch Center at 1-800-466-1750 or by placing a service request on-line at www.solutions.canon.com.

c. Add/Remove Additions or deletions of printers covered under the MPS Agreement are made by executing and submitting an MPS Change Order form indicating the pertinent information on the specific units being added or removed from the agreement. Additionally, Customers must provide a printed configuration page from each added or removed unit which provides CSA necessary meter, quality and other information necessary to make the change effective. Please note that changes to the printer fleet configuration may impact the price per copy reflected in the contract on a prospective basis.


5. Customer Service

For any questions or contract changes, please reference the following contact information:

Email: [email protected]

Phone: 1-888-414-2720

6. Relocations

If Customers relocate any printers under the agreement, they must promptly notify CSA in order to change the location information in the CSA database. Customers are responsible for de-installing and reinstalling all relocated printers including installation of the DCA in order to keep the printers communicating with CSA. Please note that printers relocated outside of CSA’s Servicing geography (e.g. Alaska, remote islands, etc.) may not be eligible to be covered under this agreement.

7. Meter Collection

The MPS program is designed to automatically collect periodic meter readings from the printers covered under this agreement using the DCA software program. The DCA program is initially installed on the Customer network for connectivity to networked printing devices. A local DCA program must be installed on individual networked computers in order to communicate with non-networked printers. It is extremely important to keep the DCA software connected in order for CSA to capture information in order to provide the services under the MPS Agreement. Customers are responsible to maintain this critical connection which may require reinstallation of the local DCA software when upgrading, replacing or repairing related computers.

8. Estimation

If CSA does not receive timely meter readings from the DCA software or alternatively from the Customer through other means of communication, CSA will estimate the usage on the related devices utilizing past customer history or, if no historical data is available, utilizing CSA estimates based on CSA standard usage rates by model.

9. Toner Usage Reconciliation

The MPS program includes replenishment of toner cartridges based upon toner page coverage of 5% for black toner and 20% for color toner. Customers who print images with more toner average coverage should expect to pay additional charges. Toner usage reconciliation is done separately for black toner and color toner. Please see the reconciliation example below:

Toner Manufacturer Yield per Cartridge 3,000

# of Cartridges shipped to Customer* x 10

Manufacturer Expected Print Volume 30,000

Extra 10% provided by CSA - 3,000

CSA Expected Print Volume 27,000

Actual Print Volume - 25,500

Volume Reconciliation 1,500

Price per Page x $ .0200

Toner Usage Reconciliation Charge $30.00

* Note: Certain cartridges for the same models may contain different manufacturer yields.

10. Quarterly Review Process

Customers are entitled to a quarterly review discussion to review expectations, charges, print volume data and recommendations for further optimization of the print environment.

11. Renewal and end of term process

Customers may request to renew the contract prior to the scheduled expiration by providing a written request to CSA stating the requested renewal term. CSA shall promptly provide a renewal quote for the requested renewal period. Upon mutual agreement, an appropriate addendum or new agreement shall be executed for the renewal term.

If the Customer does not chose to renew, the Customer may return unused toner within 30 days of the end of term and CSA will adjust the # of cartridges shipped for the purpose of computing the final toner reconciliation described above. Customers must contact the CSA Customer Service center at 1-800-355-1385 to obtain return instructions and return authorization # prior to mailing the returned supplies back to CSA. In the event CSA is unable to obtain a final meter reading from the DCA or other reasonable means, CSA will estimate the final meter reading using customer volume history or utilizing the CSA standard usage rates by model.

mailto:[email protected]


12. DCA Software & Technical Requirements

CSA must utilize data collection software to provide services under this agreement. CSA is responsible to maintain the software, provide updates when necessary, and assist with the initial installation as necessary. The detailed technical information with respect to the Data Collection Agent (DCA) is as follows: The DCA collects usage data on Products from predefined Management Information Bases (MIBs), using Simple Network Management Protocol (SNMP). For greater security, the DCA initiates communication solely with the CSA Data Repository. Communication sessions are conducted via HTTPS (port 443), the universal standard in secure transactions. The DCA sends and receives data in a single hourly session.

CSA does not provide root access or local edit access to the DCA and CSA does not permit scripts to be run against the DCA. Customers must provide the following technical information in conjunction with the implementation of the CSA Managed Print Services program. This information is required specifically for the expressed purposes of configuration and implementation the DCA.

INFORMATION DCA Server (must be able to access all subnets with devices under contract)

Hostname IP Address Default Gateway Fully Qualified Domain Name DNS Server (primary and secondary) Subnet Mask Network

Subnet Range(s) Proxy (if applicable)

Proxy Name Port Number Username / Password (if required) SNMP

Public (READ) Any non-public SNMP community strings CONFIGURATION

In addition to the information above to function properly, the DCA requires the following network configuration Port 80 TCP (outbound access) Port 443 TCP (outbound access) SNMP Port 161 UDP (access to all subnets with devices on contract) Port 80 TCP (outbound access) Port 443 TCP (outbound access) SNMP (access to all subnets with devices on contract) Port 161 UDP (access to all subnets with devices on contract) HARDWARE

Hardware: Non-dedicated server powered on 24 hours a day, 7 days a week Network Card: 100mbit or higher RAM 512 MB or higher Internet connected browser SOFTWARE

Computers where the DCA will be installed must meet the following software requirements Windows XP, 7, Server 2003, Server 2008, Vista.NET version 2.0 SP2 or higher Virtualization software support: The following virtualization software will support the installation: Microsoft Virtual Server 2005 VMware GSX DATA TRANSMISSION

The DCA transmits small amounts of data to the central server. This data includes only statistical and alert condition information. NO IMAGE DATA IS TRANSMITTED. The following data estimates are provided to assist in the assessment of network impact. DCA scan, blank IP: 5.2KB DCA scan, 1 printer: 7.2KB DCA scan, 1 printer, 254 local IP addresses: 96KB DCA scan, network of 15 printers, 254 local IP addresses: 125KB

Fonda-Fultonville Central School District seeks to save money and conserve resources through better document management.

Nestled at the base of the Adirondack

Mountains in the town of Fonda, New York,

Fonda-Fultonville Central School District

(FFCSD) includes Kindergarten through

Grade 12 and has approximately 200

employees. The District is comprised of

one 285,000 square foot building serving

approximately 1,500 students. They are

completely off of the electrical grid and

have been for over eight years now,

running solely on natural gas, and the

addition of photovoltaic cells to produce

even more energy is scheduled for the near

future. Keeping in line with these green

efforts, the District continuously seeks

new ways to conserve resources and

preserve the environment.

Canon Solutions America helps a school district save green and stay green

identifying the ChAllenge

One way the District could be more environmentally conscious was to analyze how faculty, staff and students were printing, copying and faxing documents. They discovered that there were many challenges with their print production, mostly stemming from having a multitude of single-function inkjet printers, copiers, and fax machines that were not connected to a network or managed in any way to limit or control costs.

Carey Shultz, District Treasurer, outlined the main problem. “Our previous system was made up of 12 copiers and 120 desktop printers across the District. The copiers were not networked and only half of them had scan to e-mail and fax capabilities. The majority of the copying was done in a Copy Center located within the District. Anyone that needed to make more than 10 copies was asked to take them to the Copy Center. The Copy Center had two very large copiers and was overseen by a full-time staff member. This system created constant bottleneck issues and was extremely inefficient. This setup also created issues with timing due to the location of the Copy Center and the size of the District. It was difficult for individuals located at the farthest part of the 315,000 sq. ft building to walk down, only to have to stand in line waiting to have copies made.

“Change in any public school district is extremely difficult. The copier contract and logistics of printing/copying had been the same for almost 20 years. To introduce a completely different setup both on the hardware and software side was going to be no easy task.”

Choosing A PArtner

The District recognized the need to achieve significant cost advantages, increase employee productivity and reduce waste in order to be environmentally conscious. The District was looking to replace their current staggered leases with a single-lease fleet of upgraded machines, all of which would have printing, copying, faxing and scanning capabilities. They wanted to take advantage of the latest software offerings available for output management, including reporting, statistics, rules-based routing and secure printing. Another requirement was the implementation of a budgeting system and user authorization controls. Additionally, they wanted all of their document management needs served through a single contract, not only for convenience but to realize even greater cost savings.

Nick Stone, Account Executive for Canon Solutions America, initially made contact with FFCSD two years prior to the system upgrade. Mr. Stone advised FFCSD to not sign any new contracts and to let older contracts expire, so that the staggered leases could be brought under one consolidated contract. Mr. Stone then arranged for additional discovery to be performed on-site at the District with Andrew Vern Rosenkrans, Document Management Solutions Analyst at Canon Solutions America. They found that FFCSD would need a document management system as well as an output management system in order to meet their defined goals.

Mr. Rosenkrans said, “After meeting with the District and surveying their current equipment, needs and costs, it was quickly surmised that they were in need of a technology upgrade. Our proposal included recommendations for device security, output management and document management.” Working with Mr. Stone, a plan was developed to meet and exceed all of the requirements of the District.

develoPing the solution

The proposed managed document solution included all of the hardware, software and support services the District needed:

• 13 imageRUNNER multifunction devices were installed, all of which have duplex and full-color scanning capabilities. FFCSD was able to eliminate dozens of outdated, cost-intensive inkjet printers and replace them with fewer, yet more efficient, multifunction devices. All users now have easy access to faxing, printing, copying and scanning through strategically placed machines. One of the devices the District chose also has booklet finishing capabilities, expanding the services available in their copy center.

• One imageWARE Document Server (IWDS) was installed, to be used as a repository for all financial and student records for the District’s Business Office and the Pupil Services Department. The Business Office is utilizing a day-forward methodology with IWDS in order to manage financial information as well as Human Resources files. Pupil Services manages all student records and is utilizing IWDS for storage of all student records. Both offices are utilizing an imageRUNNER ADVANCE multifunction device in order to scan documents via FTP to the IWDS Server.

• uniFLOW, Canon’s print analysis and reporting solution, was implemented so that the District could accurately measure usage and cost by user, workgroup or department. By implementing budget control software, the District is now able to control print resources and assign specific cost allocations, which should result in significant savings. uniFLOW will help manage and control print jobs to maximize productivity and minimize expenditures. It can be used to implement individual or role-based profiles on each device, ensuring appropriate usage as well as reduced overages. For example, students may only be allowed to print in black-and-white and the number of pages they may print is restricted, while teachers and support staff may have access to color and other features.

reAlizing the Benefits

The result is that the District’s print environment is now more secure, yet simple to manage. Teachers can send a document to print while in the classroom, and pick it up between classes or later in the day at any conveniently located device. Security is ensured because the job won’t actually print until the teacher provides authentication at the machine. This also prevents overuse, as forgotten printouts won’t pile up only to be discarded later.

Since the implementation of the new units, there has been a considerable increase in efficiency among teachers and staff. The staff has the ability to use any machine throughout the District with the use of the Secure Print function of uniFLOW. The District has also gained the capability of tracking all copies and prints made throughout the District. This new tracking software will help the District ensure better document management. Through better management of their printing, FFCSD is reducing their impact on the environment by implementing practices that use less paper, less ink and toner, and less energy.

Soon after the installation of the devices and solutions, the new software proved its value. A teacher contacted the business office and stated that he was unable to print, and a pop-up message was telling him that he had $0.00 left in his budget. After generating a quick report, it was determined that the user had exceeded his monthly budget and was prevented from making any further copies or prints. The teacher was given a small amount of overage until the end of the month, when his budget would be reset automatically along with those of all the other faculty members. Mr. Shultz declared, “The new system works perfectly.”

“The biggest challenge that I had predicted was educating the staff properly ahead of time and ‘selling’ them the changeover,” said Mr. Shultz. “To help with this hurdle, I personally met with each building and explained what we were changing to and the capability of the new software and hardware. Working with Canon Business Solutions [Canon Solutions America*], I also created documentation reminding/listing out the benefits of the change and the increased efficiency that could exist. Once the actual implementation took place, I felt that I had briefed the staff sufficiently on what needed to be done and when it was all going to happen.

“Once implementation occurred, we really did not run into many challenges. The issues we did run into were small in nature and were taken care of pretty quickly. There was obviously some pushback from individuals that did not want the change and could not see the benefits of it. Once those people actually used the machines and the software attached, they understood why we had made the change. Whatever challenge or hurdle we did face, was met with dedication, hard work and perseverance by all members of the Canon team.”

As a result of the partnership with Canon Solutions America and the implementation of the new document management system, over the next five years the District expects to realize savings of at least $256,000 through the new hardware contract alone. “Add in projected savings of $219,000 through the usage of budgeting and output control software,” said Mr. Stone, “and total savings for this time period could be nearly half a million dollars.”

ConClusion

Through working with Canon Solutions America, Fonda-Fultonville Central School District created a new document management strategy that has resulted in increased efficiency and lower costs. This was achieved through a single contract instead of multiple leases with varying expiration dates, resulting in a much simpler process. The District was able to implement programs that are designed to reduce waste and have a positive impact on the environment while also controlling costs more easily. Said Mr. Shultz, “The switch to all Canon products has been one of the best decisions the District has made this year. Nick Stone and Vern Rosenkrans from Canon Business Solutions [Canon Solutions America*] were and continue to be incredibly attentive, professional and instrumental in the continued success of this change over.”

Mr. Schulz summed it up like this: “From the very beginning of the relationship with Canon, I never felt like it was a company muscling their way into the District only to sell me a product. I felt that the company was genuine in wanting to help the School District save money while increasing staff/student efficiency. With the current fiscal problems facing Public School Districts, there are very few organizations out there that have the patience that Canon Business Solutions [Canon Solutions America*] did during the initial meeting and throughout the final day of implementation. I was also impressed by how knowledgeable each individual was and the expertise that they brought to the District.”

* On January 1, 2013, Océ North America, Inc. merged into Canon Business Solutions, Inc. to form one of the largest document and imaging business-to-business sales and service organizations in the world. The merged organization is named Canon Solutions America, Inc.

Canon is a registered trademark of Canon Inc. in the United States. All other referenced product names and marks are trademarks of their respective owners. © 2013 Canon Solutions America, Inc. All rights reserved.

Canon solutions AmericaOne Canon Park

Melville, NY 11747

1-800.815.4000csa.canon.com

Tab 5

Appendix F: References

Appendix F: References Canon Solutions America, Inc.

Appendix F:

References

Provide a minimum of ten (10) customer references for product and/or services of similar scope

dating within the past three (3) years. Please try to provide an equal number of references for K12,

Higher Education and City/County entities. Provide the following information for each reference:

Entity Name

Contact Name and Title

City and State

Phone Number

Years Serviced

Description of Services

Annual Volume *

*Canon Solutions America does not currently disclose this information in responses to Requests for

Proposals.

*PROPRIETARY AND CONFIDENTIAL*

We consider information about our past non-public references (other than references supplied by public

entities) and information describing our prior installations, as well as our staff member names and

credentials, to be proprietary Trade Secrets, having the potential to cause adverse effects upon our

competitive position if disclosed. Thus, we respectfully request that the provided non-public references

and staff information be exempt from public disclosure. Our usual practice, should we be awarded a

contract, is to request redaction of company names and contact information, including: personally

identifiable information for our clients and individual names, locations, telephone numbers, and email

addresses.

It is our good faith opinion that all such materials marked as "Confidential" or "Trade Secret" or

"Proprietary" should be exempt from public disclosure whether or not we are ultimately awarded a

contract. Please feel free to contact us or have your legal counsel do so, if you have any questions or

require any further information regarding this matter.

1. Arizona State University

a. Contact Name and Title: James Dwyer, Director, Auxiliary Business Services

b. City and State: Tempe, AZ

c. Phone Number: (480) 727-0894

d. Years Serviced: 10

e. Description of Services: Managed Print Services, Print Center, Full Time On-Site Labor


2. George Mason University

a. Contact Name and Title: Marc Fournier, Assistant Vice President, Business Services

b. City and State: Fairfax, VA

c. Phone Number: 703-993-8199


e. Description of Services: Managed Print Services, Print Center, Mail Center, Full Time On-

site Labor

3. Wethersfield Public Schools

a. Contact Name and Title: Jim Deragon

b. City and State: Wethersfield, CT

c. Phone Number: (860) 571-8100


e. Description of Services: Managed Print Services for fleet of 56 printers, downsized from

180. Includes 56 MFDs and uniFLOW output management solution

4. Kingston City Schools

a. Contact Name and Title: Gary Tomczyk

b. City and State: Kingston, NY

c. Phone Number: (914) 777-5210


e. Description of Services: Managed Print Services for fleet of 147 printers and 81 MFDs.

Includes uniFLOW output management solution

5. Windham Southeast Advisory Union

a. Contact Name and Title: Gary Parzych

b. City and State: Brattleboro, VT

c. Phone Number: (802) 254-3730


e. Description of Services: Managed Print Services for fleet of 179 printers and 76 MFDs.

Includes ACDI Papercut output management solution

6. Rye Neck Union Free School District

a. Contact Name and Title: Jeannie Debartolo

b. City and State: Mamaroneck, NY

c. Phone Number: (914) 777-5210


e. Description of Services: Managed Print Services for fleet of 36 printers, 36 MFDs, and

uniFLOW output management solution


7. University of Miami

a. Contact Name and Title: Carmen Oliva, Director, Managed Print Services

b. City and State: Coral Gables, FL

c. Phone Number: (305) 284-8635


f. Description of Services: Managed Print Services for fleet of 6000 printers and 1900 Canon

MFDs with Pharos Uniprint output management solution. Includes Full Time On-site

Labor.

8. Regal Medical Group

a. Contact Name and Title: Dennis Ogtong

b. City and State: Northridge, CA

c. Phone Number: (818) 357-5047


e. Description of Services: Managed Print Services for 200 printers and 75 Canon MFDs

9. Hydraflow

a. Contact Name: Jeff Johnson

b. City and State: Fullerton, CA

c. Phone Number: (714) 773-2600


e. Description of Services: Managed Print Services for fleet network printers and MFDs

10. NHTI Concord’s Community College

a. Contact Name: Robert Bowen

b. City and State: Concord, NH

c. Phone Number: (603) 271-6484, Ext. 4120


e. Description of Services: Managed Print Services for fleet of 113 network printers and 28

MFDs with ACDI Papercut output management solution

Tab 6

Appendix C: Pricing

Tab 7

Appendix G: Value Add

Appendix G: Value Add Canon Solutions America, Inc.

Appendix G:

VALUE ADD

Please include any additional products and/or services not included in the scope of the solicitation that

you think will enhance and/or add value to this contract for participating agencies. Your marketing

plan and salesforce training plan as detailed in Appendix F will also be taken into account when

evaluating your company’s value add score.

Any additional products or services offered in this section will only be considered by Region 4 ESC if

auditable pricing is offered for them in Appendix C. Any products or services for which pricing is not

offered will not be considered a part of any contract awarded as a result of this RFP.

All products or services offered in this section are subject to the same requirements as products

offered in Appendix B. Respondents must provide detailed descriptions of any additional products

and services being offered as a part of their proposal, and Region 4 ESC reserves the right to reject

any value add products or services which it deems to be unrelated to the scope of this RFP.

Breadth of Services

Canon offers a complete and comprehensive product line-up, the result of constant efforts to maximize the

potential of its global resources. Through these products that Canon meets the increasingly diversified and

sophisticated needs of its customers, making the Canon brand recognized and trusted throughout the world.

Hardware Technology

Single-Function Printers

Multifunctional Printers

Print Production Solutions

Large-Format Solutions

Fax Servers

Print Severs

Scanners

Imaging Eye Care Equipment

Software Technology

Scanning

Archiving

Security

Distribution

Processing

Job Submission

Fleet Management

Cost Tracking

Solutions

Data Security

Cost Control Strategies

Workflow Management

Green Initiatives

Web-to-Print

Industry Specific

Large-Format

Medical Technology

Services

Business Services

Managed Print Services

Professional Services

On-Site Training

Outsourcing/Insourcing

Revenue Generation

IT Integration Support

Remote Diagnostics

National Help Desk


Available Products and Services Not Offered in This Proposal:

Large Format Solutions

Since the initial launch of the imagePROGRAF brand, Canon has paid close attention to what the market

has wanted in a Large Format printer. Throughout the years, Canon has continued to add models, improve

features, enhance functionality, introduce new technology, and expand their capabilities and now has the

most advanced printers in the industry.

The Large Format Solutions division of Canon Solutions America provides a complete range of products,

services, and supplies for the production of large format graphics ranging from both technical documents

produced for the architectural, engineering, and construction market, to high quality, full color graphics

produced for point-of-purchase advertising, custom interior decor, outdoor durable graphics, as well as for

industrial applications.

Our large format product portfolio encompasses not only printers but a wide range of digital finishing

systems and workflow software that provide our customers with complete end-to-end solutions. We

support these customers with our own national direct service organization as well as a national team of

skilled systems analysts that provide training and application support.

Production Solutions

Our mission is to bring together the best digital monochrome and color production technologies to

provide you robust, end-to-end production solutions that will enhance your business and improve

profitability. Canon offers a variety of digital presses and workflow solutions for Commercial Printing,

In-Plant/CRD, Direct Mail, and Graphic Design. Examples include:

VarioPrint 6000+ Series

Print volumes >500k

PRISMAsync workflow

High volume/short print window

High paper capacity

Tight registration

Workflow integration with third-party solution environments

imagePRESS 1135 Series

Print volumes >300k

Full productivity on heavy, uncoated media

Large paper capacity

Specialty media support

Offline finishing

In-line finishing flexibility including perfect binding

VarioPrint DP Series

Print volumes between 100k-300k

Low energy consumption

No ozone emissions

PRISMAsync workflow

Workflow integration with third-party

solution environments

In-line finishing flexibility


Professional Services Overview

At Canon Solutions America, we understand your investment in our products and solutions is mission

critical to your success. We believe in maintaining frequent communication to ensure your ultimate

satisfaction. Whether we are integrating a solution into an existing workflow or designing one from scratch,

the Professional Services team will be there for our clients every step of the way. Combining the power of

our products with the creativity and expertise of our people, we deliver end-to-end workflow solutions

customized for you.

Solutions* include:

Application Consulting

Our Solution Analysts review and assess every application work process and document workflow and

make recommendations for optimization. We support best-in-class solutions for every customer we

have, regardless of size.

Print Media Consulting

Our print media specialists bring knowledge and experience together with high-tech laboratories,

working with paper and substrate manufacturers to ensure our customers have a total suite of

available media to use in Canon equipment.

Document Workflow Consulting

Canon offers a full line of document management software solutions and, most importantly, supports

the products with a specialized team of document management analysts focused on customer

workflow optimization.

Color Workflow Consulting and Training

Canon CMP and G-7 certified solutions analysts provide color printing systems consulting and

training for high-end color cut sheet production devices.

Implementation and Project Management Services

We start by developing a comprehensive planning document. Our highly skilled analysts ensure that

everything is configured for your specific business requirements. Your solution will be delivered and

installed correctly, and tuned for optimal performance. Our team includes an industry specific Project

Management group. The PM group is staffed with experienced project managers whose primary

objective is to facilitate timely and on-budget delivery of complex technology solutions, while

maintaining the highest level of customer satisfaction.

Solutions Support

Backed by award-winning products and world class support facilities, our U.S.-based support

personnel make certain that your solution is optimized. We manage the performance of the solution,


allowing you to focus on managing and growing your business. Through thousands of certified

field service engineers nationwide, we partner with our service organization utilizing a single “Total

Service Process.” Mobile technology allows our field technicians and industry certified engineers to

handle customer calls quickly and efficiently, minimizing downtime.

Training and Education Services

Through a nationwide network of Canon-certified training professionals, we deliver a full suite of

web-based and initial basic device training aimed at helping end users adapt to the new solution and

get up-to-speed quickly. Our goal is to ensure you experience maximum productivity and operational

efficiency from day one. We will work with you to develop a customized program designed

specifically for your needs to make sure users are comfortable with the Canon Solutions America

solution. In enterprise managed services cases, specific customized training plans can be developed in

order to meet Customer-specific requirements and expectations. There may be a charge for these, but

that would be determined with Customer collaboration.

* Certain solutions or services may result in additional cost. Please contact Canon Solutions America, Inc. for additional details.

Available Products and Services Included in This Proposal:

National Service Call Center/Advanced Help Desk Services

Our state-of-the-art call management system allows for fast call routing and

proactive call placement. We take a consultative approach to support calls, with

many issues resolved over the phone, reducing downtime and increasing

customer satisfaction. Our Help Desk staff also includes software engineers available during critical

business hours to answer your inquiries on software products. Our Solution Support Centers have

achieved the prestigious HDI (Help Desk Institute) Certified Support Center award. This award signifies our

commitment to excellence, efficiency, and service quality based on the HDI Support Center Standard.

eLearning Web-Based Training 24 x 7

Canon Solutions America will perform Key Operator training upon initial installation of devices. This

will allow Region 4 ESC’s participating agencies Key Operators to perform hands-on new hire training

or refresher training as needed. Additionally, Canon Solutions America’s imageRUNNER

ADVANCE eLearning program provides web-based training and is available exclusively through

Canon Solutions America, Inc. The eLearning training will provide Region 4 ESC’s participating

agencies with the convenience and flexibility of anytime, anywhere training available to them, 24x7.

With unlimited access to the online training course from the date of installation, employees learn at

their own pace, focusing on the topics of most value to them.

Additionally, the benefits of eLearning include:

Simple course navigation

Quick application of device capabilities


Onsite access from your location

Cost-effective training resource

Training opportunity for new employees

Course topics include replacing consumables, paper loading and registration, control panel navigation,

and copying, faxing, scanning, printing, and more. Users learn by watching short animated videos with

voiceover to guide them through each lesson, step-by-step. A Closed Caption feature can be used in

quiet environments or to assist hearing-impaired associates. The course structure accommodates

different learning styles; users can go through the course chapter-by-chapter or use the table of

contents to quickly jump directly to topics that pertain to their job. Quick links are always available to

provide access to the most frequently requested lessons.

Original Equipment Manufacturer Parts and Supplies

Canon Inc. has poured all the know-how of its extraordinary history of developing innovative office

machines into each of its copiers, printers, and networked office systems. The same superiority of

design and manufacture goes into all of the Canon-branded consumable imaging supplies and parts

for this equipment. Naturally, no one makes better parts and supplies for Canon products than Canon.

Canon puts its name on its parts and supplies because it stands behind their quality and performance.

Each of the parts and supplies Canon makes for its office equipment products is a key part of the

whole, carefully designed machine, which has been expertly engineered to provide top performance,

reliability, and optimum output.

Using genuine Canon parts and supplies is your best insurance against equipment damage, and

possibly voiding your equipment warranty. Here are some more reasons to rely on genuine Canon

toner, parts, and supplies:

Canon has decades of manufacturing expertise

Canon products are evaluated and tested under extreme conditions

All Canon-produced machines and consumables are constantly being redesigned and improved

Canon genuine supplies enhance the quality and performance of your Canon equipment,

resulting in a longer life for your Canon equipment, higher yields, superior performance, high-

quality output, and minimal equipment jamming or malfunctioning

Alliance Program

Canon is aligned with a variety of the document imaging industry's leading providers across a range of

solutions and services categories. Partnering and collaborating with these leading integrated solution

providers helps Canon and its partners deliver targeted solutions for customers' needs in enterprise

document production, capture, workflow, and information management.

Canon's imageRUNNER and imageRUNNER ADVANCE Series offer customers of all types a full-

line of multifunction products for every part of their business. imageRUNNER and imageRUNNER

ADVANCE devices combined with Alliance Partners' software, hardware, and services and/or


Canon's own proprietary solutions and professional services, can help customers achieve increased

efficiency and value. Strategic partnerships help our joint customers get the most value from the

Canon product portfolio and assist in transforming complex output, device management, document

capture, and information management challenges into efficient business workflows.

Introduced to the industry in 2004, Canon's Multifunctional Embedded Application Platform (MEAP)

was the first embedded development platform for office equipment devices and has maintained a

reputation as developers' preferred MFD development platform. By exposing wide ranging and deep

control over the core MFD functions, MEAP helps software developers deliver industry-leading

applications that address a variety of customer needs.

Market Relationships and Experience

Canon is a member of NIGP: The Institute for Public Procurement. As a leader in NIGP’s Business

Council, Canon is an active contributor to the association and its members through co-authoring

white papers and providing market updates to the Board of Directors. Canon is also an active

participant in conferences for members of NAEP, NASPO, CAPPO, and FAPPO. Through our

involvement with these associations, we continue to gain access to key procurement decision makers

in agencies throughout the United States.

NIGP’s Business Council is comprised of representatives from companies participating in the

Institute’s Enterprise Sponsor Program. Enterprise Sponsors are leaders in their respective industries

and have demonstrated a shared commitment to NIGP’s values of Accountability, Ethics, Impartiality,

Professionalism, Service, and Transparency. The Business Council’s mission is to serve the NIGP

membership and procurement profession through the sharing of resources and

expertise in support of NIGP’s educational, research, and advocacy mission. The

Business Council connects the supplier’s perspective with the public procurement

community and is dedicated to improving buyer/supplier relationship. Since 2008, we have been an

active member and participant, and are considered subject matter experts regarding NIGP’s Business

Council and their activities.

Canon also participates in other IT-related and educational associate events and conferences. These

include, but are not limited to CASBO. We are able to leverage relationships developed through our

participation in these events.

Government and Education

ASBO

NACUBO

CASPO

ISTE

EDUCAUSE

Procurement

NIGP

NAEP

CAPPO

FAPPO


Canon’s Anti-Counterfeit Commitment

Canon brands its parts and supplies because each product is developed to optimize the performance

of Canon copiers and delivers the highest quality for the best results. The Canon name means genuine

toner, cartridges, and parts are the standard for outstanding reliability and superb output. Using

counterfeit parts or accessories poses real risks to equipment and warranties. Canon posts on their

website information on how to recognize and where to report counterfeits to help keep customers’

equipment safe and operating optimally.

Canon is tackling the counterfeit community head on. Through a wide range of anti-counterfeit

initiatives around the world, Canon is helping to protect customers and partners, and prevent

counterfeiters from operating. Canon partners with industry and government authorities, trains

relevant stakeholders on prevention tactics, works together with in-house and external anti-counterfeit

experts, government, and legal personnel to examine all leads, and assists local authorities during

follow-up enforcement action.

Tab 8

Required Documents

P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT, PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure

that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

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Affirmative Action Plan

It is the policy of Canon Solutions America to comply with the laws, regulations, and orders that provide for and impose obligations on employers with respect to the management of their equal employment opportunity and affirmative action plans.

Accordingly, Canon Solutions America will conduct its business and practices in a manner that fully complies with and supports Presidential Executive Order 11246, as amended. Our compliance with Executive order 11246 is calculated to eliminate discrimination against employees or applicants for employment on account of race, creed, color, religion, sex, age, national origin, veteran's status or disability, citizenship status, or other factors unrelated to a person's ability to do the job. These factors include a number of considerations such as marital status, family responsibilities, sexual orientation, political affiliation, etc. To achieve these goals and make Canon Solutions America a stronger company and a more rewarding place for all employees to work, Canon Solutions America will:

1. Recruit, hire, train, and promote persons in all job classifications without regard to race, creed, color, religion, sex, age, national origin, veteran's status, disability, marital status, sexual orientation or citizenship status.

2. Base decisions on employment so as to further the principle of equal employment opportunity.

3. Ensure that promotion decisions comply with the principles of equal opportunity by making certain that requirements for such opportunities are valid.

4. Ensure that all other personnel actions such as compensation, benefits, transfers, layoffs, Company-sponsored training, education, tuition assistance and social and recreational programs will be administered without regard to race, color, religion, sex, age, national origin, veteran's status, disability, marital status, sexual orientation or citizenship status.

5. Provide reasonable accommodation to qualified employees with a disability. Employees who have a disability should submit requests for reasonable accommodation in writing to the Human Resources Department.

The following individual serves as Canon Solutions America, Inc.'s Equal Employment Officer:

Juanita Nash-Dahlen Director of Employee Relations (212) 661-6833

DOC #11

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions

This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (www.nj.gov/dca/lgs/lfns/lfnmenu.shtml).

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure.

a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at www.nj.gov/dca/lgs/p2p. They will be updated from time-to-time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative

district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.

c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted.

d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended

that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly.

f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract. (See Local Finance Notice 2006-7 for additional information on this obligation) A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.

56 of 163

*NOT APPLICABLE*

http://www.nj.gov/dca/lgs/lfns/lfnmenu.shtml

http://www.nj.gov/dca/lgs/p2p

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM

Contractor Instructions

Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:

• any State, county, or municipal committee of a political party

• any legislative leadership committee*

• any continuing political committee (a.k.a., political action committee)

• any candidate committee of a candidate for, or holder of, an elective office: o of the public entity awarding the contract o of that county in which that public entity is located o of another public entity within that county o or of a legislative district in which that public entity is located or, when the public entity is a

county, of any legislative district which includes all or part of the county. The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:

• individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit

• all principals, partners, officers, or directors of the business entity or their spouses

• any subsidiaries directly or indirectly controlled by the business entity

• IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law.

NOTE: This section does not apply to Board of Education contracts. * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.”

57 of 163

Continuation Page

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM

Required Pursuant To N.J.S.A. 19:44A-20.26 Page ___ of ______ Vendor Name:

Contributor Name Recipient Name Date Dollar Amount

$

Check here if the information is continued on subsequent page(s)

59 of 163


N/A N/A N/A N/A

List of Agencies with Elected Officials Required for Political Contribution

Disclosure N.J.S.A. 19:44A-20.26

County Name: State: Governor, and Legislative Leadership Committees Legislative District #s:

State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM WWW.NJ.GOV/DCA/LGS/P2P A COUNTY-BASED,

CUSTOMIZABLE FORM.

60 of 163

*NOT APPLICABLE*

http://www.nj.gov/DCA/LGS/P2P

#13

#14

ATTACHMENT A

PARTICIPATING ADDENDUM (hereinafter “Addendum”)

For REGION 4 EDUCATION SERVICE CENTER (MANAGED PRINT SOLUTIONS)

VENDOR CONTRACT NO. R### (hereinafter “Vendor Contract”)

Between Insert Contractor Name

(hereinafter “Contractor”)

and State of Hawaii

(hereinafter “Participating State”)

State of Hawaii, State Procurement Office (SPO) Price List Contract No. (add PL No.##)

This Addendum will add the State of Hawaii as a Participating State to purchase from the Region 4 Education Service Center (“Region 4 ESC”) Vendor Contract R### with (insert contractor).

1. Scope:

This Addendum covers Region 4 ESC Managed Print Solutions led in partnership with the Cooperative Purchasing Network “TCPN” for use by itself, the State of Hawaii and all its state and local government entities, and non-profit organizations (herein “Participating Agencies”).

2. Participation:

All jurisdictions located within the State of Hawaii, which have obtained prior written approval of its respective Chief Procurement Officer, will be allowed to purchase from the Vendor Contract. Private nonprofit health or human services organizations with current purchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 103F are eligible to participate in the State Procurement Officer price/vendor list contracts upon mutual agreement between the Contractor and the non-profit. (Each such participating jurisdiction and participating nonprofit is hereinafter referred to as a “Participating Agency.”) Issues of interpretation and eligibility for participation are to be determined solely by the Administrator, State Procurement Office.

3. Changes: (Replace with specific changes or statements that no changes are required)

A. Usage Reports. Contractor shall submit a quarterly gross sales report (including zero dollar sales) in EXCEL to the contact person listed in the Participating Addendum, Paragraph 6 (or as amended) in accordance with the following schedule (or as requested):

Quarter Ending Report Due March 31 April 30 June 30 July 31 September 30 October 31 December 31 January 31

The report shall identify each transaction and include the following information: Department/Agency Name Date of Purchase Product/Service Description Quantity

62 of 163



Unit of Measure Item No. Part Number (if applicable) MSRP List Price Contract Price The quarterly report shall also include any adjustment from prior periods (i.e. exchanges and/or return).

B. The validity of this Addendum, any of its terms or provisions, as well as the rights and duties of the

parties to this Addendum, shall be governed by the laws of the State of Hawaii. A copy of the Attorney General’s General Conditions, which is made a part of this Addendum, can be found at http://spo.hawaii.gov/wp-content/uploads/2014/02/103D-General-conditions.pdf Any action at law or in equity to enforce or interpret the provisions of this Addendum shall be brought in a court of competent jurisdiction in Honolulu, Hawaii.

C. Inspection of Facilities. Pursuant to HRS §103D-316, the State of Hawaii, at reasonable times, may inspect the part of the plant or place of business of the Contractor or any subcontractor that is related to the performance of the Vendor Contract and this Addendum.

D. Campaign Contributions. The Contractor is notified of the applicability of HRS §11-355, which

prohibits campaign contributions from Contractor during the term of the Addendum if the Contractor is paid with funds appropriated by the Hawaii State Legislature.

E. Purchase by State of Hawaii government entities under this Vendor Contract is not mandatory. This Addendum is secondary and non-exclusive.

F. The State of Hawaii’s purchasing card (pCard) is required to be used by State of Hawaii’s Participating

State’s executive departments/agencies, (excluding the Department of Education, the Hawaii Health Systems Corporation, the Office of Hawaiian Affairs, and the University of Hawaii) for orders totaling less than $2,500. For purchases of $2,500 or more, agencies may use the pCard, subject to its credit limit, or issue a purchase order. Contractor shall forward original invoice(s) directly to the ordering agency. General excise tax shall not be applied to the delivery charge. Pursuant to HRS §103-10, Hawaii and any agency of the State of Hawaii or any county, shall have thirty (30) calendar days after receipt of invoice or satisfactory delivery of goods to make payment. Any interest for delinquent payment shall be as allowed by HRS §103-10.

G. Pursuant to HRS §103D-310(c), if Contractor is doing business in Hawaii, Contractor is required to comply with all laws governing entities doing business in the State, including the following HRS chapters.

1. Chapter 237, General Excise Tax Law; 2. Chapter 383, Hawaii Employment Security Law; 3. Chapter 386, Workers’ Compensation; 4. Chapter 392, Temporary Disability Insurance; 5. Chapter 393, Prepaid Health Care Act; and A Certificate of Good Standing is required for entities doing business in the State.

63 of 163

http://spo.hawaii.gov/wp-content/uploads/2014/02/103D-General-conditions.pdf

The Hawaii Compliance Express (HCE) is utilized for verification of compliance. The SPO will conduct periodic checks to confirm Contractor’s compliance on HCE throughout the term of the Addendum. Alternatively, Contractors not utilizing HCE to demonstrate compliance shall provide paper certificates to the SPO as instructed below. All certificates must be valid on the date it is received by the SPO. All applications for applicable clearances are the responsibility of the Contractor. HRS Chapter 237 tax clearance requirement. Pursuant to Section 103D-328, HRS, Contractor shall be required to submit a tax clearance certificate issued by the Hawaii State Department of Taxation (DOTAX) and the Internal Revenue Service (IRS). The certificate shall have an original green certified copy stamp and shall be valid for six (6) months from the most recent approval stamp date on the certificate. The Tax Clearance Application, Form A-6, and its completion and filing instructions, are available on the DOTAX website: http://tax.hawaii.gov/forms/. HRS Chapters 383 (Unemployment Insurance), 386 (Workers’ Compensation), 392 (Temporary Disability Insurance), and 393 (Prepaid Health Care) requirements. Pursuant to Section 103D-310(c) Contractor shall be required to submit a certificate of compliance issued by the Hawaii State Department of Labor and Industrial Relations (DLIR). The certificate is valid for six (6) months from the date of issue. A photocopy of the certificate is acceptable to the SPO. The DLIR Form LIR#27 Application for Certificate of Compliance with Section 3-122-112, HAR, and its filing instructions are available on the DLIR website: http://labor.hawaii.gov/forms/. Compliance with Section 103D-310(c), HRS, for an entity doing business in the State. Contractor shall be required to submit a Certificate of Good Standing (COGS) issued by the State of Hawaii Department of Commerce and Consumer Affairs (DCCA) – Business Registration Division (BREG). The Certificate is valid for six (6) months from date of issue. A photocopy of the certificate is acceptable to the SPO. To obtain the Certificate, the Offeror must be registered with the BREG. A sole proprietorship is not required to register with the BREG and is therefore not required to submit the certificate. For more information regarding online business registration and the COGS is available at http://cca.hawaii.gov/breg/.

H. Effective Date and Contract Period. This Addendum is effective upon the date of execution by the State of Hawaii and shall continue for the term set forth in the Vendor Contract.

4. Licensing Offerors(Bidders) and Contractors must be properly licensed and capable of performing the Work as described in the RFP(IFB), at the time of submission of the Proposal(Bid), in accordance with the Professional and Vocational licensing laws of the state. Contractors under Participating Addendums must maintain any and all required licenses through the duration of the contract and Participating Addendum.

5. Lease Agreements:

Leasing is authorized by this Addendum.

64 of 163

http://tax.hawaii.gov/forms/

http://labor.hawaii.gov/forms/

http://cca.hawaii.gov/breg/

6. Primary Contact:

The primary contact individuals for this Addendum are as follows (or their named successors):

Participating State: Name: Address: State Procurement Office

1151 Punchbowl Street, Room 416 Honolulu, HI 96813

Telephone: Fax: E-Mail: Contractor Name: Address: Telephone: Fax: E-Mail:

7. Subcontractors:

Subcontractors are allowed under this Addendum.

8. Freight Charges (unless otherwise stated in the vendor contract): Prices proposed will be the delivered price to any state agency or political subdivision. All deliveries will be F.O.B destination with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damages will remain with Contractor until final inspection and acceptance when responsibility will pass to the Buyer except as to latent defects, fraud, and Contractor’s warranty obligations. Any portion of a full order originally shipped without transportation charges (that failed to ship with the original order, thereby becoming back-ordered) will also be shipped without transportation charges

9. Purchase Order and Payment Instructions:

All purchase orders issued by Hawaii Agencies under this Addendum shall include the State of Hawaii contract number: SPO Price List Contract No. and the Vendor TCPN Contract # R______.

• Purchase Orders and Payments shall be made to (add contractor name) or authorized subcontractors, if any.

10. Participating Entity as Individual Customer:

Each Hawaii Participating Agency shall be treated as an individual customer. Except to the extent modified by this Addendum, each Hawaii Participating Agency will be responsible to follow the terms and conditions of the Vendor Contract; and will have the same rights and responsibilities for their purchases as Region 4 ESC has in the Vendor Contract. Each Hawaii Participating Agency will be responsible for its own charges, fees, and liabilities. Each Hawaii Participating Agency will have the same rights to any indemnity or to recover any costs allowed in the Vendor Contract for their purchases. The Contractor will apply the charges to each Hawaii Participating Agency individually.

65 of 163

Canon Solutions America, Inc.One Canon Park, Melville, N.Y. 11747

1-800-815-4000

N/A

[email protected]

Canon Solutions America, Inc. Active Status June 2017 Hawaii

Tab 9

Canon Solutions America, Inc. Documents

The ACORD name and logo are registered marks of ACORD

CERTIFICATE HOLDER

© 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01)

AUTHORIZED REPRESENTATIVE

CANCELLATION

DATE (MM/DD/YYYY)

CERTIFICATE OF LIABILITY INSURANCE

LOCJECTPRO-

POLICY

GEN'L AGGREGATE LIMIT APPLIES PER:

OCCURCLAIMS-MADE

COMMERCIAL GENERAL LIABILITY

PREMISES (Ea occurrence) $DAMAGE TO RENTED

EACH OCCURRENCE $

MED EXP (Any one person) $

PERSONAL & ADV INJURY $

GENERAL AGGREGATE $

PRODUCTS - COMP/OP AGG $

$RETENTIONDED

CLAIMS-MADE

OCCUR

$

AGGREGATE $

EACH OCCURRENCE $UMBRELLA LIAB

EXCESS LIAB

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

INSRLTR TYPE OF INSURANCE POLICY NUMBER

POLICY EFF(MM/DD/YYYY)

POLICY EXP(MM/DD/YYYY) LIMITS

PERSTATUTE

OTH-ER

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE

E.L. DISEASE - POLICY LIMIT

$

$

$

ANY PROPRIETOR/PARTNER/EXECUTIVE

If yes, describe underDESCRIPTION OF OPERATIONS below

(Mandatory in NH)OFFICER/MEMBER EXCLUDED?

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWNED SCHEDULED

HIRED AUTOSNON-OWNED

AUTOS AUTOS

AUTOS

COMBINED SINGLE LIMIT

BODILY INJURY (Per person)

BODILY INJURY (Per accident)

PROPERTY DAMAGE $

$

$

$

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSDADDL

WVDSUBR

N / A

$

$

(Ea accident)

(Per accident)

OTHER:

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to

the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the

certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

INSURED

PHONE(A/C, No, Ext):

PRODUCER

ADDRESS:E-MAIL

FAX(A/C, No):

CONTACTNAME:

NAIC #

INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

INSURER(S) AFFORDING COVERAGE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

1,000,000

11/01/2017

CLL6404741-06

William Mollica

NYC-007408298-18

1,000,000

WCR40003D0 (WI)

X

X

10945

of Marsh USA Inc.

Attn: [email protected] Fax: 212-948-0500

N

11/01/2016

X

COMP/COLL DED

1,000,000

11/01/2016

7

11/01/2017A

FTA40003D0 (AOS)

A

2,000,000

1,000,000

Tokio Marine America Insurance Company

1,000,000

X

1,000

10/05/2016

11/01/2016

Evidence of Insurance

X

11/01/2016

Melville, NY 11747


B

5,000

11/01/2017

1,000,00011/01/2017

A

ACV40995R0 (MA)

11126

1,000,000

1,000,000

WCD40058G0 (AOS)

1166 Avenue of the Americas Marsh USA, Inc.

New York, NY 10036

ONE CANON PARK CANON SOLUTIONS AMERICA, INC.

MELVILLE, NY 11747

11/01/2016

One Canon Park

A

11/01/2017

Sompo Japan Insurance Company of America