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Home My WebLink AboutCopier LeaseDocusign Envelope lD: D3AFD5C4-680E-4387-83C3-4DAE69882873 @ 601 Dexter Ave N Seatde, WA 98109 P: (206) 282-1200 F: (206) 282-2010 www.copiersnw.com Oab SALES AGREEMENT CurtE Account ful* tr*,z John Hines BY COPIERS NORTHWEST EELOW: L/24/2022 Dab Cu*oneq pleas provlde equipnentpl* up lnlomaion and nelwo* lnsblladon lnlbrmailon on page 35 of nisdodnenL ACCEPTED BY CUSTOMER BELOW: Requlnd Date Clay Myers, Sheriff TlHe page 1 Cou of Kittitas DBA Kittitas Sheriff Cou of Kittitas DBA W 5th Ave 307 Road wA 98926 wA 98926 962-7525 962-7662 Beedle wa.us ;IT€gnbct!{aF! ITrgontrct Emd wa.us I Color d'ilt 607-9698 3571 Document rrContati'P$one -J;:g-:.-..:-ffi,]ffi I L MX-FN27N MX3571 5O-sheet Staple Inner Finisher $22.15 1 MX.FX15 Mrc577 Fax Expansion Kit $1s.06IMX.DE26N MX3571 !!e!Cl? x 550-sheet Paper Drawers $12.52 1 MX-3071 MX3071 MX-3071 Color Workgroup Document System (MCU Office)$83.74IMX-PNI48 MX3071 3-Hole Punch Unit (requires MX-FN27)$8.14 I MX-FN27N MX3071 5O-sheet Staple Inner Finisher $22.15IMX.FX15 MX3071 Fax Expansion Kit $1s.06 1 MX-DE26N MX3071 Stand/2 x 550-sheet Paper Drawerc $12.52 1 MX-M6071 MXM6071 U!-146071 B&W Workgroup Doc System (Jail Control Room)$106.90 1 MX-PN148 [,txM607r 3-Hole Pundr Unit (requires MX-FN27)$8,14 1 MX-FN27N MXM60TT S0-sheet Staple Inner Finidter I N4X-FX1s MXM607l Fax Expansion Kit $1s.06 1 N4X-DE28N MXM6O71 Stand/l x 550 + 2,100-sheet Split Tandem Paper Drawers $22.15 1 t4x-3571 Mrc577 MX-3571 Color Workqrouo Document Svstem (Jall Admin Office)$101.56 1 MX.PN14B MX3571 3-Hole Pundr Unit (requires MX-FN27)$8.14IMX-FN27N MX3571 50-sfteet Staple Inner Finisher $22.t5IMX-FX15 MX3571 Fax Expansion Kit $15.06 1 MX.DE26N MX357l Stand/2 x 550-sheet Paper Drawers $12.s2 NASPO Contract #140603/06619 Per Month/60-Months s626.73 $52.02 Conbol Room and Jall Admin Office address ls 205 West 5$ Avenue Suib 1, Elensburg, WA 9g926 Agreement: MX-M6071 ls 90,007 per black page and (2) MX-3571's & (f) Fi(-3071 are ts Subtotal Dellvery Sales Tax llot€s Instructlong $678.7s INC., (Seller)listed above ln isa non- cancelable contract. In the event Cu*omer defaulb on pay,ment the Customer remains liable for thls debt and the payment of any legal fees or other cost lncuned in any action to collect this debt,including the forfeiture of down payments.Otstomer gives Seller security interest the property purchased tn this agreernent, Refer to wananty on revelse side.Cranges to the original terms on the back side of this Sales Order are not valid unless lnitialed by an ofhcer of C.opieIs Northwest.AII software purchases are Non-Refundablg Non-Retumable.Cash purchases of softrrvare lbms andlor professlonal seMces requlre a mrilmum 50% payment up ftont at the time of the order to secure the softirtrare llcenses ftom the vendor An additional 25o/o wlll be due upon llcense deltuery to the custom€r, Prlnted Name cFo TftIe Revblon 21.04 ry Prlnted Name Docusign Envelope lD: D3AFD5C4-680E-4387-83C3-4DAE69882873 Copierc Northwest Sales Older Master Terms and Conditions 1. BY SIGNING THIS SATES ORDER, THE BItt-TO OR, PAREI{T COI,IPATIY ON PAGE ONE OF THIS DOCUMENT AGREES THAT COPIERS ]{ORTHWEST (CNW) WrLt KEEP THrS DOCUMET{T Oil FnE AS A MASTER TER.l,tS AilD CO}lDmOilS AHD l{OT REQUTRE ADDmONAL COPIES FOR ALL SUESEQUENT EQUIPMEI{T ACQUISITIONS BY THE BILL-TO OR PARENT COMPANY. THE BIIL.TO OR PAREHT COMPANY MAY RESTRICT FUTURE ACQUISITIOI{S TO NAMED BUYERS A]{D/OR DOLLAR UI.IITATIOI{S BY FItUt{c OUT ADDffiOttAL DOCUMENTATIOT{ THAT IS SIG]IED BY BOTH THE CUSTOMER AND Ail OFFICER OF CI{W. THE CUSTOilER UT{DERSTAIIDS THAT THE IIASTER TERIIIS AIID COilDITIONS MAY BE PERIODICALLY UPDATED BY CT{W AND ARE INCORPOMTED IIITO THE ORIGII{AL MASTER. THE CUSTOI.IER CAN REQUEST A COPY OF THE CURREI{T MASTER TERMS A]{D CONDITIOI{S AT AI{Y TIME FR,OM THEIR ACCOUNT 2. Copiers Northwest, Inc wanants that new equipment acquired pursuant to this equipment order will be free of defecb ln workmanship and materials for a period of ninety (90) days from the date of ddivery. This warranty does not cover defects or damage resulting for in-transit handling, negligence or improper operation or maintenance of equipment. 3. Should any failure to conform with this warranty appear within ninety (90) days, Copiers Northwest, Inc, drall, upon notification, correct such nonconformity. Said @nection, at Copiers Notlhwest, Inc.3 opEon, shall be made either by repairing any defective part or parts, or by making avallable a repaired or replaced part. 4. THrS WARRAI{W rS rt{ LrEu oF ALL WARRAI{TrEq OF MERCHANTABTIITY. FTTNESS FOR A PARTTCUIAR PURPOSE_ gR OTHER WARRAT{TIES. EXPRESS OR.IMPUED, EXCEPJr FOR THE WARRANTY OF THE TTTLE AilD THE WARRANW AGAIilsT PATiNT INFR,ITIGEMENT. THIS WARRATITY DOES I{OT COVER CONSEOUET{TIAL DAMAGES. 5, Customer wanants that they have examined the above described goods or a sample or model thereof. Customer does not rdy on any wananty with regard to defects which said ocmination, under the circumsbnces thereof, ought to have been revealed to them. 6. No warranties have been made by Seller in reference to the above described goods unless expressly induded in this written sales agreement between Customer and Seller. 7. Copiers Northwest, Inc. shall have no obligation to install equipment accessories or to repair or replace equipment in the event that repair or replacement are required due to abuse, accident, theft, or damage to the machine caused by repairs performed by someone other than an authorizeJ Copiers Northwest, Inc representative. 8' Smartboards and other panel televisions and display unib are sold "drop at doorn and do not irrclude on-slte installation. 9. All software lnstalled at Custome/s location is governed by softr,vare manufacturer's liersing agreement. Maintenance of the licersing agreement is the Custome/s responsibility. Delivery of the software license(s) and/or key(s) to a a$tomer via email, download, or other elect'onic submission constitutes delivery and all payment terms apply. Installation services sold on the Sales Order and/or provided in the Statement of Work in conjunction with software sales are considered separate from the softnvare and are not required to be performed in full by the softrruare Vendor or Copiers Northwest and/or its affiliates to constitute delivery. 9'1 Wthout limiting the generality or provisions of section 9 above, in no event will Licensor or any other Llcensor Indemnifled parties (including, without limitation, Licensor's Third-Party Suppliers and Licensors), be liable to any Custome(s) or o$rer Third Parties for any damages whaboever arising out of, based on or resulting from, any acts or omissions of Reseller and/or any of its Representatives in connection with advertising, marketing and/or promoting the product, selling and/or distributing product licenses, providing related support services, to any Customer(s) and/or installing or using any of the software(or any componen(s) thereof) including, without limitation, any sudr damages arising out, based on of or resulting from: (i) niseller's flilure to perform any of its @venants or obligations under this agreement, or (ii) any repairs or alterations to any of the software (or any component(s) thereoD or any product done without Ucensor's prior written approval, 10. Changes in the operating environment including, but not limited to changes to operating system, network software, software application dranges, hardware and software upgrades, etc. may result in the need for configuration adjustmenb or other network services to restore functional capabilities. Such services shall be bllled at the then current rate of $98.00* per hour (Remote Support) or $175.00* per hour (On-site Network Teclr Digatched) or dedrrted from the customers pre-paid block time program. when applicable. 11. Customer acknowtedges that it ls Customer's respondbllity to maintain a qJnent backup of their program and data files to restore any lost data. Customer agrees that under no circumstances shall Copiers Northwest, Inc. be held responsible br any loss of data or any consequential damages, 12. CNW will provide one lnstallation connection per machine via the Remote Support Team (RST) lncluded with the acquidton of your CNW copier, printer, scanner, or hx. The standard installation connection includes the current print drivers and/or any manufacturer-included standard scan utilities. Customer will provide an active network port, adequate space for the MFP dwice(s), and a key contact for network lnsbllation support, workstation setup and print driver overview training' Customer also agrees to provide print server access for server based printer applications as well as all required netwoik protocol information pertaining to the purdlased options. If the customer requests an On-Site Network Technician to be dispatched for network assistance, the service call will be billed at $175'00* per hour and is not lncluded in your lease or service agreement, CNW reserves the right to send an on-s1e technician for specialty equipment installations such as production copiers and wide format printers and those installations will not be subJect to chargeable service call. 13. CNW, Inc' will provide Remote Support for the product at no charge as itemized A-C below. Some customer requests beyond the normal scope of items A-C may billed at the cuffent rate of $98.00* per hour (Remote Support) or $175.00* per hour (On-site Network Tech Dispatched) or deducted from the customeG pre-paid block time program, when applicable. CNW will provlde hardware related support at no charge for the life of arry machine acquired from CNW as long as it is continuously covered by a CNW Maintenance Agreement and Customer acount is in good standing. The following list of Remote Support services are ofiered at no charge: A' Copyhg, and paper tray mnllguntion as proMded by he Manuf.ctrrer; does not lndude Thkd Pafy applications or'line of business appliouons." B. Sending the Cusbmer online links t0 self-install OEM drlvers and softlvare updates. C. The remnfigundon of he purchased/leased devlce networt settngs after a machine hard failure. 14. Copies Northwest, Inc. is under no circumstances responsible for any data, documents, images, or any other information stored on or in the devicg the device hard drive(s), or any memory module(s). *Eie b subJed b d,ange nttt out notlce; plew fiqule lvtd, Wur atrount manager ot Are RemoE *tvte Team for armnt ntw. Rfltslon 21.04 (ra, Custony'r tnitialts page 2 DocuSign" Certifi cate Of Gompletion Envelope ld : D3AFD5C46B0E43B783C34DAE69882B73 Subject: Please DocuSign: Copiers Northwest Countersign Sales Order - County of Kittitas Source Envelope: Document Pages: 2 Signatures: 1 Certificate Pages: 1 lnitials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 112112022 3:28:39 PM Signer Events John Hines jhines@copiersnw.com CFO Copiers Northwest, lnc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ln Person Signer Events Editor Delivery Events Agent Delivery Events lntermediary Delivery Events Gertified Delivery Events Carbon Copy Events Curlis Bell cbe lll@ co piers nw. co m Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure Not Offered via DocuSign Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Holder: Heather Goller h goller@copiersnw. com Signature W:* Signature Adoption: Pre-selected Style Using I P Address: 207 .'17 0.207 .131 Signature Status Status Status Status Status COPIED Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status: Completed Envelope Originator: Heather Goller 601 Dexter Ave N Seattle, WA 98108 hgoller@copiersnw. com lP Address: 67.17 1.39j36 Location: DocuSign Timestamp Senl: 1 121 12022 3:33:36 PM Viewed: 1 12412022 9:49:1 9 AM Signed: 112412022 9:49:30 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Senl: 1 121 12022 3:33:36 PM Timestamp Timestamp Timestamps '112112022 3:33:36 PM 1 12412022 9:49:'1 I AM 112412022 9:49:30 AM 112412022 9:49:30 AM Payment Events Status Timestamps &Washington Ststo Department oi Enterprise Services Contract Summary e*piers end fVlar:aged Prir":t Ssrv!ces Contract #: 0561 9 Reolaces: 05214 Contract Type: COOPEMTIVE This contract replaces contract 052'14 Copiers and 00215 Managed Print Services. The state of Colorado, on behalf of the NASPO ValuePoint (formally WSCA) is adminstering a contract for copiers and managing print services. When making a provider selection, end users are NOT required to complete a formal procurement, and may make informal selections of providers or resellers and their diversity status. DES has awarded 7 contractors with Participating Addendas: Ricoh, Konica Minolta, Canon, Sharp, Toshiba, HP, and Xerox Note (as of 9/21/2021), all vendors except Canon have been extended until 12/2022. Canon is currently slated to expie 12/2021. Copiers: Ricoh Canon Konica Minolta Sharp Toshiba HP Xerox Managed Print Services: Ricoh Konica Minolta Canon Toshiba Sharp HP Xerox Please see the "Pricing & Ordering" link for information on diversity status of Authorized Resellers. Effective Date: 03-02-2020 Current Term Ends On: 12-31 -2022 Final Term Ends On: 07-31-2024 Commodity Code(s): Diversity: 0% WBE 0% MBE # of Bids Received: 9 Est. Annual Worth: $53,000,000 Contact lnfo: Team D 9 DESContractsTeamCedar@des.wa.gov t (360) 407-221s Who Can Use This Contract? . glganizations with Master Contract UsageAgreements r MCUA Customer Communication Profile o Pricing & Ordering r Contract 8t Amendments . Original Solicitation Documents This Contract hos no Resource Documents Showing 1 to 7 of 7 Vendors Secondary Contact lnfo: Vacant Vendors Per Page. r.o- , A*th*viued F*!Silir**yrt f:*rtngns All v *rdtq&s $msll *usix*scVet*ren Search Vendors: LSnSrtresatl*fr$ / flr*{*r€a'tr*sV**den SHARP ELECTRONICS CORPORATION . V*nd*r I i, s 1 ,, W1135 '' :: i l: I: t: 1., t: 'I ',|l :, i!:. i '. ; ;. tl i: i :iij i! ii ii ii : : :iti i! ti il ': 1: RrcoH usA" lNc.w19074 KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., ^.. XEROX CO-RPORAT ON TOSHIBA AMERICA BUSINESS :olurloNs:rNc HP INC. w229 w2295 w6537 ; CANON U.S.A.,lNC.w7625 :1 t'. t t tl l) ti 1' .: li I. t: ',!t ,, 1t la ji ri i: ll !t i\ i', I i t I 1 ! _...-. ,,.-,.. __1 1. I.. 1.1). I il il i1,, 39w27 1: t' i: t i: I ;l a tl il ii i\ i1 i, t. 'j, ,1 'it1 t1 t 1t li 1l tl :l M = OMWBE Certified Minority Owned I W = OMWBE Certified Women Owned I MW = OMWBE Certified Minority Women Owned 1 €, = Veteran owned ffi = tt"" Business $ = C.^tra.t *l Cr""" ru ,A = -e*t"'""t" t-"t't I = *Preference Electronic Products Purchasing HFc = *Preference Hydrofluorocarbons Products Purchasing l!il='PrefetenEe Non mercu ry-Added Prod ucts Pu rchasing A = -preterence potycn pbenyheCBs)lurshasing * = Newly Added lcon. Didn't find what you were looking for? The Contracts Resource Center is here to help. L (360) 407-2210 I contractingandpwchalios@ds$ws,gsv O Pind a Contracts S AtFffiio*,00,,@ Copyright 2012 Department of Enterprise Services Washington State Department of Enterprise Services PaRrrcrpnrtrue Aooeruouvt NASPO VnlurPorrur CopreRs & Mnruaero PRtrur SeRvrces Administered by the State of Colorado (hereinafter "Lead State") MASTER AGREEMENT Master Agreement No: 140603 Sharp Electronics Corporation (he reinafter "Contra ctor") and State of Washington (hereinafter "Pa rticipating State") Wnsnrrueron MASTER CorurRncr No.: 06519 This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Sharp Electronics Corporation, a New Jersey corporation ("Contractor") and is dated and effective as of March 31,2020. RECITATS A. Pursuant to Legislative authorization codified in RCW 39.26.060, Enterprise Services, on behalf of the State of Washington, is authorized to participate in cooperative purchasing agreements to develop master agreements to procure goods and/or services and to make such competitively solicited and awarded contracts available to Washington state agencies and designated eligible purchasers consistent with terms and conditions set forth by Enterprise Services. B. Enterprise Services timely provided public notice of the competitive solicitation process conducted by the above-referenced lead state through Washington's Electronic Business Solutions (WEBS) system. C. The above-referenced Lead State, as part of its competitive solicitation process, evaluated all responses to its procurement and identified Contractor as an apparent successful bidder and awarded a Master Agreement to Contractor. D. Enterprise Services has determined that participating in this Master Agreement is in the best interest of the State of Washington. E. The purpose of this Participating Addendum is to enable eligible purchasers, as defined herein, to utilize the Master Agreement as conditioned by this Participating Addendum. Pnnrtcrpnrrnc ADDENDUM - No. 06619: CoptERs & MeruncEo PRTNT SERVIcEs (Rev. 2019-12-01) usA-sEc-2020-silcA-L07350 Page 1 AGREEMENT Now THEREFoRc, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. Scops: This Participating Addendum covers the competitive procurement for Copiers and Managed Print Services led by the State of Colorado for use by state agencies and other entities located in the Participating State authorized by that state's statutes to utilize state contracts with the prior approval of the State's chief procurement official. The following products and services are included in this contract portfolio: . Group A - MFD, 43r Group B - MFD, A4r Group C - Production Equipment! Group D - Single-function Printers. Group F-Scanners. Supplies. Software 2. PARrlclPATloN: Use of specific NASPO ValuePoint cooperative contracts by agencies, political subdivisions and other entities (including cooperatives) authorized by an individual state's statutes to use state contracts are subject to the prior approval of the respective State chief procurement official. lssues of interpretation and eligibility for participation are solely within the authority of the State chief procurement official. Pursuant to this Participating Addendum, the Master Agreement may be utilized by the following ("Purchasing Entities" or "Purchasers"): (a) WasHlrueroru Srnre AerrucrEs. All Washington state agencies, departments, offices, divisions, boards, and commissions. (b) WAsHtNGToN Srnre lrusttturoNs oF HTGHER EDUcATToN (colucrs). Any the following specific institutions of higher education in Washington: I State universities - i.e., University of Washington & Washington State University; ' Regional universities - i.e., Central Washington University, Eastern Washington University, & Western Washington University . Evergreen State College; ' Community colleges; and . Technical colleges. (c) MCUA PARTIEs. The Master Agreement also may be utilized by any of the following types of entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise Services: ' Political subdivisions (e.g., counties, cities, school districts, public utility districts, ports) in the State of Washington; . Federal governmental agencies or entities; . Public-benefit nonprofit corporations (i.e., 5 501(cX3) nonprofit corporations that receive federal, state, or local funding); and . Federally-recognized lndian Tribes located in the State of Washington. PARTICIPATING ADDENDUM - No.06619: CoPIERS & Mnrunceo PRINTSERVICES (Rev. 2019-12-01) usA-sEC-2020-sl rcA-1073s0 Page 2 By placing an order under this Participating Addendum, each Purchasing Entity agrees to be bound by the terms and conditions of this Participating Addendum, including the Master Agreement. Each Purchasing Entity shall be responsible for its compliance with such terms and conditions. 3. PARTICIPATING STATE MoDIFIcATIoNs oR ADDITIoNS To MASTER AGREEMENT: 3.1. WASHINGToN's ELtctRoNrc BusrNEss SoLUTroNs (WEBSI Sysruvr: Within seven (7) days of execution of this Participating Addendum, Contractor shall register in the Washington State Department of Enterprise Services' Electronic Business Solutions (WEBS) System at WEBS. Contractor shall ensure that all of its information therein is current and accurate and that, throughout the term of the Master Agreement, Contractor shall maintain an accurate profile in WEBS. 3.2. WASHINGToN's Stnruwtor PAvEE DEsK: To be paid for contract sales, Contractors must register with Washington's Statewide Payee Desk. Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here: Receiving Pavment from the State. 3.3. Corurnnct SALEs REPoRTING: Contractor shall report total contract sales quarterly to Enterprise Services, as set forth below. (a) REPoRTING. Contractor shall report quarterly Contract sales in Enterprise Services' Contract Sales Reportins Svstem. Enterprise Services will provide Contractor with a login password and a vendor number. (b) DRrn. Each sales report must identify every authorized Purchasing Entity by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous" option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasing Entities specified herein during the term of this Participating Addendum. Refer sales reporting questions to the Primary Contact set forth below. lf there are no contract sales during the reporting period, Contractor must report zero sales. (c) DUE DATES FoR CoNTRACT SALEs REpoRTtNG. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: For Calendar quarter Ending Contract Sales Report Due March 31 April30 June 30 July 31 September 30 October 3L December 3L January 31 3.4. VENDOR Merune srvleruT FEE: Contractor shall pay to Enterprise Services a vendor management fee ("VMF") of 1.5 percent on the purchase price for all contract sales (the purchase price is the total invoice price less applicable sales tax) authorized by this Participating Addendum. (a) The sum owed by Contractorto Enterprise Services as a result of the VMF is calculated as follows: PARTICIPATjNG ADDENDUM _ No. 06619: CoPIERS & Mnruecro PRINT SERVIcEs (Rev. 2019-12-0L) usA-sEc-2020-silcA-1073s0 Page 3 Amount owed to Enterprise Services = Total contract sales invoiced (not including sales tax) x .0150. (b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on contract sales reported by Contractor. Contractor shall not remit payment until it receives an invoice from Enterprise Services. Contractor's VMF payment to Enterprise Services must reference the following: . This Washington Master Contract Number: 06619 . The NASPO Master Agreement Number: 140603 . The year and quarter for which the VMF is being remitted, and r Contractor's name as set forth in this Contract, if not already included on the face of the check. (d) Contractor's failure accurately and timely to report total net sales, to submit usage reports, or remit payment of the VMF to Enterprise Services, may be cause for suspension or termination of this Participating Addendum or the exercise of any other remedies as provided by law. (e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases. (f) For purposes of the VMF, the parties agree that the initial management fee is included in the pricing. Therefore, any increase or reduction of the management fee must be reflected in contract pricing commensurate with the adjustment. 3.5. Corurnacron REPRESENTATToNS AND WARRANTTES: Contractor makes each of the following representations and warranties as of the effective date of this Participating Addendum and at the time any order is placed pursuant to the Master Contract. lf, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. (a) Wne e VtonrloNs. Contractor represents and warrants that, during the term of this Master Contract and the three (3) year period immediately preceding the award of the Master Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and lndustries or through a civiljudgment entered by a court of limited or generaljurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46,49.48, or 49.52. (b) PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by PARTICIPATING ADDENDUM _ No. 06619: CoPIERS & Merunce o PRINT SERVICE5 (Rev. 2019-12-01) usA-sEc-2020-st tcA-107350 Page 4 quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Participating Addendum and Master Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Master Contract and/or any agreement entered into pursuant to this Participating Addend um. (c) OCIO Pollcv & Srcunlrv Covtpuruce . Contractor represents and warrants that it shall comply, to the extent applicable, with the Washington Office of the Chief lnformation Officer (OCIO) statewide information technology policies 141.70 - Securing lnformation Technology Assets Standards and 188 - Accessibility, as applicable, for Purchasing Entity and for Contractor's Product(s) procured by Purchasing Entity. Such policies are located on the OCIO website at https://ocio.wa.gov//policies. Prior to final execution of a Washington State Agency's Order with a Contractor, the Contractor's Product(s), as implemented by the Washington State Agency, may be subject to a security design review performed by Washington Consolidated Technology Services to ensure compliance with OCIO Policy 14L.1.0 - Securing Information Technology Assets Standards. (d) Gneeru/SusrntNABLE. Contractor represents and warrants that Contractor shall endeavor to supply and delivery goods in alignment with the State of Washington's green/sustainability strategy which, at a minimum is designed to minimize the use of unnecessary product packaging, reduce the use of toxic chemicals, and offer Purchasers, where practicable, 'green products'that provide equivalent performance. 3.6. Corupunruce wlrH LAW; TAXES, LrcENsEs, & Reersrnnnoru: Contractor shall comply with all applicable law. Prior to making any sales hereunder, if Contractor is not already registered, Contractor shall register to conduct business in the State of Washington and promptly acquire and maintain all necessary licenses and registrations and pay all applicable taxes and fees. ln addition, for all sales to Purchasers in the State of Washington, if Contractor does not currently do so, Contractor shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on all invoices. 3.7 . CorurRacroR's Snrrs AurxoRtrv; PURcHASE ORDERS; & lrrrvorcrs: (a) CoNTRAcToR's SALES AurHontw. Pursuant to this Participating Addendum, Contractor is authorized to provide only those Products set forth in the Master Agreement as conditioned by this Participating Addendum. Contractor shall not represent to any Purchasing Entity hereunder that it has any authority to sell any other materials, supplies, services and/or equipment. (a) lNvotcEs. Contractor must provide a properly completed invoice to Purchasing Entity. All invoices are to be delivered to the address indicated in the purchase order. Each invoice must include the: PARTICIPATING ADDENDUM - No. 06619: COPIERS & Mnruece o PRINT SERVICES (Rev. 2019-12-01) usA-sEC-2020-st lcA-107350 Page 5 . Washington Master Contract Number 066L9; ' Lead State Master Agreement Number 1-40503; I Contractor's statewide vendor registration number assigned by the Washington State Office of Financial Management (OFM); ' Applicable Purchasing Entity's order number; lnvoices must be prominently annotated by the Contractor with all applicable volume discount(s). 4. LEASES: Any Purchaser that desires to lease equipment pursuant to the Master Agreement, must have the authority to do so. This Participating Addendum does not provide independent authorization for Purchaser to lease equipment. ln addition, Purchaser, that are state agencies must follow the Office of Financial Management (OFM) Statewide Administrative and Accounting Manual (SAAM), policv 30.20. and 90.40.45 regarding any leases of equipment. 5. PRtueRY Corutncts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Sharp Electronics Corporation, 100 Paragon Drive Montvale, NJ 07645 Attn: Brenda Siemer Tel: (201)s29-03s4 Email: siemerb@sharpsec.com Participating State State of Washington Department of Enterprise Services Contracts & Procurement Division P.O. Box 4141,7 Olympia, WA 98504-14L1 Attn: Breann Aggers Tel: (360) 407-9416 Email : breann.assers@des.wa.gov 6. CoNTRAcToR's AurHoRtzEp LocAL DEALER NErwoRK: Contractor shall provide the products/services through its Authorized Local Dealer Network. For purposes of this Master Agreement and Participating Addendum, Contractor's Authorized Local Dealer Network for the State of Washington are those firms listed on the dedicated Contractor set forth in this agreement for this Master Agreement. Contractor shall ensure that each of its Authorized Local Dealer Network perform in accordance with the terms and conditions set forth in the Master Agreement and this Participating Addendum. (a) SuBcoNrRAcroRs: Except for subcontracts with Contractor's Local Dealer Network ("Local Dealer Network" or "Designated Subcontractors"), Contractor shall not subcontract, assign, or otherwise transfer its obligations under the Master Agreement and this Participating Addendum without Enterprise Services' prior written consent. Violation of this condition shall constitute a material breach establishing grounds for termination of this Participating Addendum. r SuBcoNrRAcroR AurHoRrzATroN. Contractor is authorized, without additional Participating State consent, to utilize its Local Dealer Network to provide sales and service support to Purchasers hereunder; provided, however, that such participation shall be in accordance with the terms and conditions set forth in the Master Agreement and this Participating Addendum, Contractor shall maintain a list of such PARTICIPATING ADDENDUM - No. 06619: CoPIERS & Mnrunce o PRINT SERVIcES (Rev. 2019-L2-01) usA-sEC-2020-silcA-1073s0 Page 6 Local Dealer Network utilized for this Participating Addendum, and, upon request, promptly provide Enterprise Services with such list and any updates. r CoNTRACToR REspoNsrBrLrry FoR LocAL DEALER NETWoRK, Contractor shall be responsible to ensure that all requirements of the Master Agreement (including, but not limited to, insurance requirements, indemnification, Washington state business registration, etc.) flow down to any and all Local Dealer Network. ln no event shall the existence of a subcontract between Contractor and its subcontractor operate to release or reduce Contractor's liability to the Participating State or any Purchaser for any breach of the Master Agreement or this Participating Addendum. As to Participating State and Purchasers hereunder, Contractor shall have full and complete responsibility and liability for any act or omission by Contractor's Local Dealer Network. ' PURCHASER PAYMENT REGARDING CoNTRACToR,s LocnI DEALER Nrrwonr. Notwithstanding any provision to the contrary, the parties understand and agree that for any contract sales or service provided pursuant to the Master Agreement and this Participating Addendum, Purchaser payment shall be made directly to Contractor as the awarded vendor pursuant to the competitive procuremenl; provided, however, that, in the event any such sales or services are performed by a Local Dealer Network for Contractor, Contractor may instruct such Purchaser to make payment for such sales or services to Contractor's identified Local Dealer Network. Regardless of whether Contractor instructs a Purchaser to make such payment to Contractor's Local Dealer Network, Contractor shall remain responsible for performance. . Corutnncr SALES REPoRTtNe . Notwithstanding any provision to the contrary, Contractor shall report to Enterprise Services total contract sales, delineated by purchaser, made by each individual Local Dealer Network and also report total contract sales, delineated by purchaser, on a consolidated Contractor'roll-up' basis. Contractor shall maintain records supporting such reports in accordance with the Master Agreement's records retention requirements, 7. SttowRootu Equlptvtgrur: Upon request by a Purchasers, showroom Equipment for Groups A, B, and C may be converted to a purchase, lease, or rental providing the following conditions are met: (a) The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. black-and-white and color combined); and the meter count on Group C Devices does not exceed 50,000 copies total (i.e. black-and-white and color combined); (b) The Device must be discounted by at least 5% off the Master Agreement pricing for that same Device; and the Purchasing Entity and the Contractor must indicate on the Order that the Device is a showroom model. 8. Sorrwanr: Purchasers that acquire software shall be subject to the license agreements distributed with such software. Software subscriptions shall not be subject to automatic renewals. Purchasers shall have the option to finance software subscriptions by utilizing Contractor lease and rental rates. Notwithstanding the foregoing, in the event of a conflict in language between an end user license agreement (EULA) and the Master Agreement, the language in the Master Agreement will supersede and control. ln addition, any language in a EULA which violates a participating state's constitution or PARTTCTPATTNG Aooe ruouv - No. 06619: CoptERs & MnnncEo PRrNrSrRvrcrs (Rev. 2019-12-01) usA-sEc-2020-st tcA-1073s0 Page 7 a statute of that state; or violates the laws of a local entity making a purchase, will be deemed void, and of no force or effect, as applied to the participating or purchasing entity. 9. AurHoRtzED LocAt DEALER NETWoRK: Contractor's Authorized Local Dealer Network to do business in Washington is provided in Participating Addendum Exhibit A - Authorized Local Dealer Network. 10. ORoens: Unless the parties to the Order agree in writing that another contract or agreement applies to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum. 11. GrrurRru: (a) INTEGRATED Aenerverur; MoDrFrcATroN. This Participating Addendum and Master Agreement, together with its exhibits, set forth the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. This Participating Addendum may not be modified except in writing signed by the Parties. (b) AurHoRtrY. Each party to this Participating Addendum, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Participating Addendum and that its execution, delivery, and performance of this Participating Addendum has been fully authorized and approved, and that no further approvals or consents are required to bind such party. (c) Etesrnorutc Stcrunrunes. A signed copy of this Participating Addendum or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Participating Addendum or such other ancillary agreement for all purposes. (d) CoUNTERPARTS. This Participating Addendum may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Participating Addendum at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Participating Addendum. Executo as of the date and year first above written STATE oF WASHINGToN DEpARTMENT or ErurrRpnrsr Se nvrces SHARP EtEcTRoNIcs CoRPoRATIoN, A NEW JERSEY CoR N ByBy: Its: Corinna Cooper Enterprise Procurement Manager Mike Marusic President and CEOIts: PARTICIPATING ADDENDUM - No. 06619: CoPIERS & Mnrune ro PRINT SERVICES (Rev. 2019-L2-01) usA-sEC-2020-sr rcA-107350 Page 8 Exhibit A Authorized Local Dealer Network For Sharp Electronics Corporation The Washington State Department of Enterprise Services is committed to providing the maximum practicable opportunity for small and diverse businesses to participate in state contracting opportunities. Accordingly, please identify each authorized dealer (the person or firm you contractually authorize to fulfillcontractual duties as set forth in the MasterAgreement) and, for each authorized dealer, please identify whether the authorized dealer is a small business, microbusiness, Minibusiness, Washington State Office of Minority and Women's Business Enterprise (OMWBE) certified minority owned (MBE) or women owned business (WBE), or Washington Department of Veteran's Affairs (DVA) certified veteran-owned business. Authorized Dealer: Abadan Tri Cities Certifications Status:N/A Address: 79 Aaron Drive Richland, WA 99352 Contact:Tyler Best Phone:(s09) 946-2029 Email tvlerb@abadantc.com Authorized Dealer: Aberdeen Office Equipment, lnc. Certifications Status:Small Business Address: 322 E. First Aberdeen, WA 98520 Contact:Fred Scott Phone (360) s33-03s2 Email fscott@a be rd ee n off ice.co m Authorized Dealer: Business lnteriors & Equipment, lnc Certifications Status:Small Business Address:1634 W. Broadway Moses Lake, WA 98837 Contact Michael Chase Phone (s0e) 76s-s800 Email:mchase@bieml.com PARrcrpArNG ADDENDUM - No. 06619: Copre ns & Mntacro PRTNT SERVIcES (Rev. 2019-1-2-01) usA-sEc-2020-silcA-1073s0 Page 9 Authorized Dealer: Capital Business Machines Certifications Status:Small Business Address 3660 Pacific Avenue SE Olympia, WA 98501 Contact:Don Hartman Phone:(350) 4e1-ss00 Email:dehartman@cbm-wa.com Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address:1003 E 3'd, Suite 1048 Moses Lake, WA 98837 Contact:Brian Fortney Phone (s09) 336-65e8 Email bfortnev@copiersnw.com Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address 60L Dexter Avenue Seattle, WA 98109 Contact Debbie Raphael Phone:(360)438-1107 Email Draphael @copiersnw.com Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address 11000 SW 11th Street, Bldg D, Suite 450 Beaverton, OR 97005 Contact:Debbie Raphael Phone:(360)438-1107 Email Draphael @copiersnw.com PARTTCTPATTNG Aooe ruouv - No. 06619: CoprEns & Mnruncro PRTNT SERV|CES (Rev.2019-12-01) usA-sEc-2020-st tcA-107350 Page 10 Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address:615 South Alaska St Seattle, WA 98108 Contact Debbie Raphael Phone:(350)438-1107 Email Draphael @ copiersnw.com Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address:1400 King Street, Suite 105 Bellingham, WA 98229 Contact:Debbie Raphael Phone:{360)438-1107 Email:Draphael @copiersnw.com Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address 5007 Pacific Hwy E, #23 Fife, WA 98424 Contact Debbie Raphael Phone:(360)438-1107 Email Draphael @copiersnw.com Authorized Dealer: Copiers Northwest, lnc Certifications Status:N/A Address:655 Golf Club Place SE Lacey, WA 98503 Contact:Debbie Raphael Phone (360)438-1107 Email Draphael@copiersnw.com PARTICIPATING ADDENDUM - No. 0661.9: CopIrRs & Mnrune Eo PRINTSERVICES (Rev. 2019-12-01) usA-sEC-2020-silcA-107350 Page 11 Authorized Dealer: Copiers Northwest, lnc Certifications Status:N/A Address:7103 W Clearwater Ave Kennewick, WA 99336 Contact Brian Fortney Phone:(s09) 336-66e8 Email bfortnev@copiersnw.com Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address:70L02 E. KnoxSuite 500 Spokane Valley, WA 99206 Contact:Brian Fortney Phone:(s0s) 335-65s8 Email:bfortnev@copiersnw.com Authorized Dealer: Copiers Northwest, lnc. Certifications Status:N/A Address:1101Yakima Ave. Yakima, WA 98902 Contact Brian Fortney Phone (s09) 336-6698 Email bfortnev@copiersnw.com Authorized Dealer: Digital lmaging Solutions Certifications Status:WBE, Small Business Address 1.L712 E Montgomery, Bldg C, Suite 6 Spokane, WA 99206 Contact Penny Antonelli Phone:(s09) s3s-8000 Email pantonelli@disimaeins.com Authorized Dealer: Pacific Office Automation Certifications Status:N/A Address 14747 NW Greenbrier Pkwy Beaverton, OR 97006 PARTICIPATING ADDENDUM _ No. 06619: CoPIERS & MnruncTo PRINT SERVICES (Rev. 2019-12-01) usA-sEc-2020-st tcA-1073s0 Page t2 Contact Jeff Simon Phone:(s03)641_-2000 Email:eff.simon cificoffice.com Authorized Dealer: Pacific Office Automation Certifications Status:N/A Address:1054 4th Ave South Seattle, WA 98134 Contact:James Pierson Phone (42s) 6s3-s700 Email Ja mes. Pierson @ pacificoffice.com Authorized Dealer: Pacific Office Automation Certifications Status:N/A Address 1114 Pacific Avenue Tacoma, WA 98402 Contact James Pierson Phone:(42s) 6s3-s700 Email ja mes.pierson @ pacificoffice.com Authorized Dealer: Pacific Office Automation Certifications Status:N/n Address 10L0 SE Everett Mall Way #205 Everett, WA 98208 Contact:James Pierson Phone:(42s) 5s3-s700 Email:ja mes.pierson @ pacificoffice.com Authorized Dealer: Pacific Office Automation Certifications Status:N/A Address: 1206 East Sprague Avenue Spokane, WA 99202 Contact:James Pierson Phone:(42s) 6s3-s700 Email ja mes. pierson @ pacificoffice.com PARTTcTpATTNG ADDENDUM - No. 06619: CoprERs & Mnruece o PRTNT SERVICES (Rev. 20L9-12-0L) usA-sEc-2020-sr rcA-1073s0 Page 13 Authorized Dealer: Sharp Business Systems - Seattle Certifications Status:N/A Address:7t2}t SE 8th Street, Suite 210 Bellevue, WA 98004 Contact Jason Fagan Phone (42sl,732-3rOO Email:snapsbssea @sha rpusa,com Authorized Dealer: Sharp Business Systems - Tukwila Certifications Status:N/A Address:374 Upland Drive Tukwila, WA 98188 Contact:Jason Fagan Phone:(42s)869-4331 Email:snapsbssea @sharpusa.com PARTTcTpATTNG Aooeruouvr - No. 06619: CoptERS & Mnrunceo PRINTSERVtcEs (Rev. 2019-12-0L) usA-sEc-2020-st tcA-1073s0 Page 14