Contract Summary Form - Toshiba



CONTRACT SUMMARY

|NEW YORKFLORIDA STATE COPIERS |

| |

|To : Toshiba GEM Dealers and TABSToshiba Sales Representatives |

| |

|From : GEM Bid & Contract Department |

| |

|Date : July 25, 2002April 4, 2004 |

| |

| |

|Re : New York State Copiers Contract – Lot IState of Florida |

|Contract Contract Number: 01649-E* (E* represents Energy Star Compliant)600-340-03-1 |

TABS Toshiba America Business Solutions, Inc. (Toshiba) is pleased to announce that the GEM Program was recently awarded the above GEM DIRECT contract.

Attached is a Contract Summary that provides the relevant details regarding the new contract. This summary is being provided to TABSTOSHIBA authorized dealers and sales representatives in order to help ensure that TABSTOSHIBA will be compliant with the various terms and conditions of the awarded contract.

If you have any questions in regard to the contract and/or summary, please contact:

Sales Support – Bob HeyeMike McKinleyr, National Account Regional Sales Manager at (603) 465-6483(770) 339-7092

Service Support - Tim Devitt, National GEM Service Manager at (949) 462-6224

Contract Support - Linda Folks, Sr. Contract AdministratorContract & Account Manager at (949) 462-6082.

Our Dealership has read and agrees to the contract terms as outlined in this Contract Summary.

Dealer Name: ______________________

Authorized Signature: ______________________

Printed Name: ______________________

Date: ______________________

Please fax by Tuesday, January 27by Friday, August 2, 2002 2004 the signed copy to Attn: Linda Folks at (949) 837-1579462-2557.

Important Note:

This Contract Award Summary is a general summary of the above-referenced Contract. This summary is not meant to state all specific information agreed to by TABSTOSHIBA and the GEM Customer. It shall be the responsibility of the Dealers participating in this Contract to ensure they fully understand the specifics of the terms and conditions directly affecting them.

TABLE OF CONTENTS

Section # Subject Page

CONTRACT COMPONENTS & TERMS…………………………..…. 3

1. CONTRACT SCOPE AND TERMS……………………………………. 3

2. CONTRACT AWARD BREAKDOWN………………………………… 3

3. POTENTIAL CUSTOMERS………………………………………….… 3

4. CONTRACT TERMS…………………………………………………… 4

5. CONTRACT/DEALER REQUIREMENTS…………………………… 4

a) Equipment Delivery and Acceptance………………………………. 4

b) Customer Acknowledgement (CA)…………………………………. 4

c) 95% Uptime or better………………………………………………… 4

d) Key Operator Training……………………………………………… 4

e) Dealer Supply Inventory……………………………………………. 4

f) Total Quality Commitment………………………………………….. 4

g) Network Engineer……………………………………………………. 5

6. PRICING, PAYMENT AND PURCHASE ORDER…………………… 5

a) Pricing…………………………………………………………………. 5

b) Payment……………………………………………………………….. 5

c) Equipment Purchase Orders/Invoices………………………………. 5

d) Performance Bond…………………………………………………… 6

e) Model Updates/Model Changes/Equipment Substitutions………… 6

7. PAYMENT AND DELIVERY TERMS……………………………….. 6

8. SERVICE & MAINTENANCE REQUIREMENTS…………………. 7

a) Installation…………………………………………………………… 7

b) Maintenance and Supplies………………………………………….. 7

c) CPC Pricing and Collection………………………………………… 7

d) Toshiba Service Log…………………………………………………. 7

e) Service Response Times and Hours………………………………… 7

f) Loaner Equipment…………………………………………………… 7

g) Emergency Service………………………………………………………… 8

h) End of Term Removal……………………………………………………… 8

9. LEASES WITH DIFFERENT TERMS THAN THE CONTRACTED PRICING………………………………………………………………… 8

10. CONFIDENTIALITY…………………………………………………………. 8

11. REPORTS………………………………………………………………………. 8

12 INSURANCE…………………………………………………………………… 9

13. CATALOG……………………………………………………………………… 9

CONTRACT COMPONENTS & TERMS

| |Contract Components & |Co-TERMINUS |Initial Term |Renewal TERMS |

| |Programs | | | |

| | | | | |

|Master Contract |Yes No | Yes No |06/01/03- 05/20/04 |Option: |

| | | | |Customer |

| | | | |TOSHIBA |

| | | | |Mutual – Annual up to 2 renewals |

|Lease Equipment |Yes No |Yes No | |

|Maintenance |Yes No |* To be billed by Dealer – refer to attached pricing. TOSHIBA will submit for |

|& Supplies (Bundled) | |escalations as appropriate. |

|Supplies – Separate |Yes No |* To be billed by Dealer – refer to attached pricing. TOSHIBA will submit for |

| | |escalations as appropriate. |

|Supply Discount |Yes No |* Dealers are required to submit appropriate documentation. |

|Emergency After |Yes No |*After 5 p.m. – may be negotiated at Dealer level, if requested. |

|Hours | | |

|OnLine Catalog |Yes No |, my or |

| | | |

|FSM |Yes No | |

|GOLD |Yes No | |

|Trials |Yes No |TOSHIBA will offer trials in accordance with the GEM Program. |

|Reports |Yes No |TOSHIBA will submit reports by the 15th day following each month. |

contract SCOPE and termS

• June 1, 2003 through May 20, 2004

• GEM Direct Purchases only – No GEM Express Pricing will be provided due to the reporting requirement.

• Toshiba received awards in the following types/classes:

|Purchase |2 Year Lease |3 Year Lease |

|Type I/Class 5 |Type I/Class 5 |Type I/Class 5 |

|eStudio 35 |eStudio 35 |eStudio 35 |

|Type I/Class 6 |Type I/Class 6 |Type I/Class 6 |

|eStudio 35 |eStudio 35 |eStudio 35 |

|Type II/Class 4 |Type II/Class 3 |Type II/Class 3 |

|eStudio 650 |eStudio 550 |eStudio 550 |

|Type V/Class 3 |Type II/Class 4 |Type II/Class 4 |

|eStudio 210c |eStudio 650 |eStudio 650 |

|Type V/Class 4 |Type V/Class 3 |Type V/Class 3 |

|eStudio 310c |eStudio 210c |eStudio 210c |

| |Type V/Class 4 |Type V/Class 4 |

| |eStudio 310c |eStudio 310c |

Potential CustomerS

1. POTENTIAL CUSTOMERS

A list of categories of eligible entities is available onthe OGS web site at .

• New York State political subdivisions and others authorized by New York State lawThe following entities may participate in the contract,s including but not limited to:

- All Counties

- Local County Board of Public Instruction governments

- State University and Private Non-public, Educational Facilities

- Municipal or Pother public agency or authorityies,

- - A complete list of eligible entities public school and fire districtsis available at:

- Public and nonprofit libraries

- Certain other nonpublic/nonprofit organizations.

ONLY regarding an organization's eligibility to purchase from New York State Contracts may also be directed to OGS Procurement Services Group's Customer Services at 518-474-6717.

contract SCOPE and termS

• June 1, 2002 through May 31, 2007

Purchase of copiers (lease or rentals not covered)

• GEM EXPRESS will only apply to Orders that do NOT require a contract number reference on the Purchase Order

Contact with the State of New York

• Dealers are NOT authorized to contact the State of New York Procurement Department

• Please contact Bob Heyer with any and all contract questions. Please do NOT contact the State direct.

Contract terms

• TABSTOSHIBA’s contract is subject to termination if the contract terms are outlined in this document and the attached Award are not followed.

• The Award is attached for your reference.

• In addition, Dealers must view the entire agreement, award and the website contract on line at the following website addressaddress for the award is: ogs.state.ny.us.

cONTRACT/DEALER requirements

a) Order Placement –

Purchase - Fax Order to Operations at 800-999-0057

Lease – Follow standard lease placement procedure

COPIES OF ALL ORDERS ARE TO BE FAXED TO ATTN: PATTY MCCARTHY at (949) 462-2557

b) Equipment Delivery and Acceptance.

­ Delivery is 15-30 days ARO.

­ Equipment is accepted upon delivery and signature

­ If equipment is rejected upon delivery, the State requires that the equipment be removed within 10 days after notification. The State may record any visible damage on all copies of the delivering carriers Bill of Lading, Report damage (visible or concealed) to the carrier and contract supplier, confirming such reports, in writing within 15 days of delivery, requesting that the carrier inspect the damaged merchandise and to provide the contract supplier with a copy of the carriers Bill of Lading and damage inspection report.

c) Customer Acknowledgement (CA)

­ . To ensure payment, ALL Dealers MUST fax the completed CA to TABSTOSHIBA within 24 hours of installation. Please use FAX NUMBER (800) 999-0057.

­ Dealers are REQUIRED to ensure that the CA matches the equipment’s serial number and location..

95% Uptime or better

d) Key Operator Training

.Dealers are REQUIRED to provide key operator training within five business days of installation.

e) Dealer Supply Inventory.

­ Dealers are REQUIRED to provide sufficient stock of consumables for each piece of equipment where it resides or at their dealership.

­ It will be the Dealer’s responsibility to pay for any expedited delivery charges in regard to consumable orders that need to be on-site within 1 – 2 business days.

f) TTotal Quality Commitment./Reliability

­ Dealers are REQUIRED to insure that they adhere to this Program.

­ State’s definition of Reliability:

“The multi-functional & specialty applications copying equipment failure rate shall not average more than two (2) malfunctions per month, requirement contractor corrections, for the highest monthly volume recommended in a given Type and Class. Machines, which develop a trend of requiring an excessive number of service calls, shall be reported by the using agencies to State Purchasing for review for compliance with this provision. Failure of the contractor to respond with corrective action so as to comply with this is cause for a finding a default.”

g) Network Engineer

Dealers are required to provide Network Engineers to install the equipment including any cable and telephone drops. Services performed by Engineers include: relocation or reconfiguration after the initial installation.

The end user may elect, after delivery of machine, to use competitive supplies. If the competitive supplies are suspected as the reason for poor machine performance, the performance criteria and effectiveness level credit to the agency shall be deferred until a conclusive mutual determination is made by the dealer, TABS and the State.

Reports

Dealer’s are REQUIRED to submit within 15 working days of the State’s request a summary of service on all machines sold under the contract for which there is a maintenance contract.

TABS is required to submit semi-annual reports including all equipment acquisitions.

CONTACTS

• Primary Contacts

Bob Heyer, Regional Sales Manager (603) 465-6483

• Toshiba - Order Inquiry

Robin McCaig, Regional Account Specialist (949) 462-6239

• Toshiba - Contract Information

Linda Folks, Sr. Contract Administrator (949) 462-6082

PRICING, Payment AND PURCHASE ORDER

a) Pricing

­ Pricing includes all customs, duties and is net F.O.B. destination

­ Lease and equipment pricing is firm for the term of the agreementto any point in New York.

­ Pricing includes installation, instruction or personnelkey personnel training and one copy of the owner’s manualcopy of the instruction manual.

­ End of term removal is included in the lease pricing only.

­ Dealers cannot sell any equipment prior to the State’s approval i.e., model updates and/or substitutions.

­ Dealer can charge a cost per copy for supplies only during the 90-day warranty period.

­ Dealers are to be provided two business days notice prior to purchase to match non-contract savings.

­ Trade-ins are handled at the Dealer level on a case-by-case basis.

­ Maintenance includes parts, supplies and labor. Supplies are separate.

▪ Maintenance Pricing may not increase more than an average of 5 percent of the base contract price per year for a period of two years.

b) Payment

­ ALL Invoices must be sent Procurement Card – the State offers Bank of America, Visa Procurement cards.

­ Procurement Card process may be utilized via the .

­ State Facilities will be required to forward properly completed vouchers to the Office of the State Comptroller for audit and payment.

­ If a poly-subdivision or other authorized user by law is allowed to participate, they are required to make payments directly to the TABS and/or the Dealer as appropriate. Prior to processing such payment, the Dealer may be required to complete the ordering agency’s voucher form.

­ TABSTOSHIBA does not accept electronic payment at this time.

­ State offers Vendor response system for payment inquiry – 850-413-7269.

c) Equipment Purchase Orders/Invoices

TABS will accept the NYS Purchasing Card for orders up to $2,500.00.

• Equipment Purchase Orders

• All purchase orders and payment are REQUIRED to be in “Toshiba America Business Solutions, Inc.’s” name. -

Purchase orders shall include:

▪ Contract Number

▪ Toshiba America Business Solutions, Inc. and Dealer’s name.

­ Purchase orders should be addressed as follows:

Toshiba America Business Solutions, Inc.

2 Musick

Irvine, CA 92618

Contract #01649 – E*600-340-03-1

- Invoices require:

▪ Contract #

▪ Purchase Order #

▪ Contractor’s SPURS vendor number

- Payment for equipment purchases are REQUIRED to be in “Toshiba America Business Solutions, Inc.’s” name.

d) Leasing

­ Leased equipment must be insured.

­ State of Florida has the option to purchase the equipment and lease it through their own funding sources, i.e., Consolidated Equipment Financing Program 2001.

­ State of Florida has the right to utilize Toshiba’s lease agreement with the assurance that the ITB/Award terms and conditions supersede if there is a conflict.

­ State of Florida has the right to utilize a Purchase Order against the ITB/Award terms.

e) Maintenance

­ Maintenance pricing must be in accordance with Toshiba’s contract/award pricing.

­ Toshiba received approval for Dealers to charge a $125.00/hr. Network Engineering fee as per the terms of the contract.

­ Dealers are required to submit quarterly reports reflect all of their maintenance contracts.

­ Dealers are required to register at vendor. in order to invoice and receive payment on maintenance and supplies.

­ Dealers will need to have a SPURS#.

f) Supplies

­ Supply pricing is based on the contract pricing.

­ Dealers are required to submit quarterly reports that reflect all of the supplies sold in accordance with this contract/award.

­ Dealers are authorized to invoice and collect payment on supplies.

­ Dealers are required to register at vendor. in order to invoice and receive payment on maintenance and supplies.

g) Performance Bond

State Purchasing Entity may require a Performance Bond. If required, it will be indicated on the Purchase Order. If a Performance Bond is requested, please contact TOSHIBA ASAP to determine how it should be set up.

h) Model Updates/Model Changes/Equipment Substitutions

­ Dealers CANNOT sell any equipment prior to receiving notification from TOSHIBA of the State’s approval including any and all model or equipment updates/changes/ substitutions.

­ Please note that substitutions can only be submitted 10 days prior to the end of a quarter and if they are submitted at a different time they will be pended until the next quarter.

Service Purchase Orders and Payment

­ All purchase orders and payments are REQUIRED to be in the local dealers name and must include the dealers Tax ID #’s.

­ Purchase orders should be addressed as follows:

Dealer Name

Dealer Address

Dealer City/State

Fed. ID#

Invoices

Invoices must contain, at a minimum:

Contract number

Description of product or service

Quantity

Unit and price per unit

Federal Identification Number

PAYMENT and delivery TERMS

• Dealer’s delivery timeframe is 15-30 days FOB after receipt of order (ARO)

• Dealers are required to register with the State at vendor..

• State has a purchasing card program through Bank of America, using the VISA network.

Dealer’s may pre-bill annually, quarterly or monthly for the minimum monthly service cost. Dealer’s cannot pre-bill for more than 12 months.

SERVICE & MAINTENANCE REQUIREMENTS

a) Installation

­ Dealers are REQUIRED to include FULL SIZE CONSUMABLES. Starter kits are not required. Please refer to Toshiba’s contract pricing.

­ Surge protectors are not to be included with the equipment at time of installation as outlined in the contract award pricing.

­ Dealers are REQUIRED to affix a label or decal to the equipment at the time of installation providing , showing guarantee period by dates, and thethe name, address and telephone number of the dealer.

­

­ It will be the Dealer’s responsibility prior to delivery, to survey and review the particular installation location to insure the existing proposed location meets manufacturer specifications i.e., proper electrical power device, space, etc.

• If a location will not work, the Dealer and the agency will attempt to locate an alternate, mutually agreeable location or the end user can make whatever agreed upon changes that are necessary to assist in meeting the criteria.

• Should a mutually agreeable location for the machine not be found the agency will cancel the order.

• It will be the Dealer’s responsibility to be familiar with a location prior to delivery and installation.

­ MSDS Sheets MUST be provided at the time of installation to EACH Purchasing Entity.

­ State has right to inspect and the equipment is considered accepted upon installation.

b) Maintenance and Supplies

­ Maintenance is not to be billed during the first 90 days. Maintenance starts after the first 90 days.

­ Dealers are required to maintain a minimum amount of supplies on hand. Please refer to Contract/Dealer Requirements above.

­ Dealers are required to sell eithersell maintenance, supplies or both combined.

­ Supply pricing is subject to annual escalation, TOSHIBA will update the catalog and contracted pricing accordingly.

c) CPC Pricing and Collection

­ Maintenance is not to be billed during the first 90 days. Dealer can charge a cost per copy for supplies only during the 90-day warranty periodMaintenance starts after the first 90 days.

­ CPC is for parts, service and labor

­ Supplies are sold separately.

.

­ Dealer’s are REQUIRED to submit within 15 working days of the State’s request a summary of service on all machines sold under the contract for which there is a maintenance contract.

d) Toshiba Service Log

- Dealers are REQUIRED to attached a service log to each machine containing the following:

▪ Date and time service was completed

▪ Time and date of the request for service

▪ Nature of the reason for the service call

e) Service Response Time and Hours.

­ Requests for service must be responded to within 6 hours or less.

­ Service and maintenance includes parts and labor for normal 8:00 a.m. to 5:00 p.m. standard workweek, excluding holidays.

f) Loaner Equipment

­ Dealers are required adhere to the 16 hour Loaner policy Policy within our Total Quality Commitment.

­ State will receive 1/30th deduction off of the lease and maintenance for any downtime after 16 hours if a loaner is not provided. Dealers may be not receive full maintenance compensation in a month when a loaner is not provided within 16 hours.

g) The State requested 9 hours of downtime in metropolitan areas and 18 hours for rural areas.

h) Emergency Service.

­ Defined as after 5 p.m. weekdays, weekends and Holidays – hourly service rate to be negotiated and invoiced by the Dealer.

9. Leases with different terms thaN the contracted pricing

The State Comptroller’s MUST grant TOSHIBA prior approval for State agencies to enter into or to extend any lease or installment-purchase agreement in excess of the Category Two amount established by Section 287.017 of the Florida Statutes.

Maintenance Plans Purchased after Initial Purchase of Equipment

­ Dealer will have the right to charge for whatever parts and labor costs may be incurred to bring the machine back to Toshiba specifications.

­ The charges should be agreed to by both the end user and contractor before any work commences.

Performance Criteria

­ TABS made an exception to deviate to our Total Quality Commitment Program and our 95% Uptime Performance.

­

10.

Digital Connectivity/Networking

Dealers will provide software support staff who are REQUIRED to coordinate with the agency personnel in charge of the network to ensure proper integration of products within the using agency’s office environment and to answer questions and concerns on the equipment installed.

Confidentiality

Dealers are NOT allowed to advertise about this contract or award without TABSTOSHIBA receiving prior approval from the State.

11. Reports

­ TOSHIBA is required to submit MONTHLY reports that include all equipment, service and supply acquisitions made based on the Award.

­ TOSHIBA will provide the report format to participating Dealers. The reports are the responsibility of the Dealer to maintain in order for TOSHIBA to submit its report to the State timely.

­ Dealer reports are due MONTHLY to Toshiba as follows:

▪ July 2

▪ September 2

▪ January 2

▪ April 2

Please utilize Toshiba’s the attached Excel Workbook and submit the reports via email to patty.mccarthy@tabs. by:

The 28th of each month starting with June 28, 2003.

June 30, 2003

• September 25, 2003

• December 25, 2003

• March 25, 2004

• June 25, 2004

- Reports are REQUIRED even if there a dealer does not have any sales that quarter.

­ Toshiba is required to remit a MONTHLY Transaction Fee – 1%

- Due Monthly –7/15/03, 8/15/03, 9/15/03, 10/15/03, 11/15/03, 12/15/03, 1/15/04, 2/15/04, 3/15/04, 4/15/04, 5/15/04, 6/15/04

- The State may deduct the 1% fee through when they develop the capability. TOSHIBA will need to coordinate the tracking of this so we do not duplicate payment.

12. Insurance

­ State requires that TOSHIBA and its authorized entities maintain the following levels of insurance:

▪ $100,000 per accident, $100, 000 per person and $500,000 policy aggregate - Worker’s Compensation and Employer’s Liability insurance per Florida statutory limits covering all employees engaged in any contract work

▪ $500,000 Commercial Liability coverage on an occurrence basis (defense cost shall be in excess of the limit of liability).

• The State and Toshiba America Business Solutions, Inc. must be named as an additional insured.

▪ $500,000 Automobile liability insurance covering all vehicles owned or otherwise used in the Contract work, with minimum combined limits of $500,000, including hired and non-owned liability, and $5,000 medical payment.

▪ All policies shall be through insurers authorized to write policies in Florida

­ Dealers are required to submit via facsimile all Certificates of Insurance including any changes in coverage and policy updates to the attention of Linda Folks at 949-462-2557.

13. catalog

- The State provides a link to Toshiba’s contract/pricing at the following website:



contract award breakdown

Lot I Lot ii

Duplo Danka

Electronic Business Products Kyocera

IKON Panasonic

Imagistics International

Konica

Minolta

Muratec

Ricoh

Riso

Savin

Sharp

Standard Duplicating Machine

Toshiba

Xerox

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