16.09.15 Konica Minolta PA_Redacted.pdf

Updated November 23, 2015 Contract #505ENT-M15-MFDCOPIER-04

Konica Minolta Business Solutions, Inc. Contacts Kristen McKenna State Contract Manager

1591 Spring Hill Road, Suite 410 Vienna, VA 22182 Direct: 813-207-8276 kmckenna@kmbs.konicaminolta.us

Gary Ell Government Accounts Manager

1591 Spring Hill Road, Suite 410 Vienna, VA 22182 Direct: 740-412-1188 gell@kmbs.konicaminolta.us

Konica Minolta Branches and Authorized Dealers Select the location nearest you to inquire on quotes for purchase, leasing, rental, or maintenance service. Each location may not provide all machines or maintenance.

A Plus Imaging, Inc.

1937 7th St. NW, Suite B Rochester, MN 55901 Contact: Paul Bogie Phone: 608-782-7587

Bartelt Business Machines, Inc.

599 S Military Ave.

Green By, WI 54303 Contact: Randy Zahn Phone: 920-494-4792

Bauernfeind Business Technologies, Inc.

3516 Downwind Dr.

Marshfield, WI 54449 Contact: Thomas Bauernfeind Phone: 715-384-5232

Central Office Systems, Corp.

W223 N777 Saratoga Dr.

Waukesha, WI 53186 Contact: Chris Rosecky Phone: 262-784-9698

Cooper Office Equipment, Inc.

7008 US 2 & 41 & M35

Gladstone, MI 49837 Contact: John Cooper Phone: 906-786-2252

Global Imaging System, Inc.

Dba Modern Business Machines 620 N. Lynndale Dr.

Appleton, WI 54914 Contact: Dave Spencer Phone: 920-739-4326

Great Lakes Office Solutions 1423 N. 8th St.

Superior, WI 54880 Contact: Richard Karlon Phone: 715-395-9976

Imagetec, LP 4509 Prime Pkwy.

McHenry, IL 60050 Contact: Richard Cucco Phone: 800-870-0225

Impact Networking, LLC.

953 Northpoint Blvd.

Waukegan, IL 60085 Contact: Frank Cucco Phone: 847-785-2250

Integrated Office Solutions, Inc.

1915 West 1st St.

Duluth, MN 55806 Contact: Scott Thul Phone: 218-722-3111 mailto:kmckenna@kmbs.konicaminolta.us mailto:gell@kmbs.konicaminolta.us

Updated November 23, 2015 Contract #505ENT-M15-MFDCOPIER-04

Konica Minolta Business Solutions, Inc. Contacts James Imaging Systems, Inc.

3375 Intertech Dr.

Brookfield, WI 53045 Contact: Lola Tegeder Phone: 262-781-7700

Konica Minolta – Cedar Rapids Branch 1705 Hawkeye Dr.

Hiawatha, IA 52233 Contact: Marty Schopp Phone: 319-247-7900

Konica Minolta – Minneapolis Branch 8201 Norman Center Dr., Suite 200 Edina, MN 55437 Contact: Gene Turovsky Phone: 953-820-8385

Konica Minolta – Wisconsin Branch 20900 Swensen Dr., #400 Waukesha, WI 53186 Contact: Brian Youngblut Phone: 262-798-1202

Lake County Office Equipment, Inc.

Dba Office Plus Solution & Supply 1428 Glen Flora Ave.

Waukegan, IL 60085 Contact: Wesley Trombino Phone: 847-662-5393

Loffler Business Systems, LLC.

1101 East 78th St.

Bloomington, MN 55420 Contact: James Loffler Phone: 952-925-6177

Marco Technologies, LLC.

4510 Heatherwood Rd.

Saint Cloud, MN 56301 Contact: Jeff Gau Phone: 320-259-3000

Martin Group Driven by People, Inc.

501 Commercial Ct.

Lake Geneva, WI 53147 Contact: John Stensland Phone: 262-248-8911

Office Enterprises, Inc.

6002 Municipal St.

Weston, WI 54476 Contact: Henry Lamovec Phone: 715-359-8737

Quality Assured Office Machines, Inc.

1375 North Rd.

Green Bay, WI 54313 Contact: Gregory Alft Phone: 920-499-0058

Rudzianski’s Business Equipment Co.

98 East 10th St.

Dubuque, IA 52001 Contact: Robert Rudzianski Phone: 563-556-5732

PARTICIPATING ADDENDUM

WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION

COPIERS, PRINTERS & RELATED DEVICES 14-19

Administered by the State of Nevada (hereinafter “Lead State”)

MASTER AGREEMENT

Konica Minolta Business Solutions USA, Inc Nevada RFP 3091

(hereinafter “Contractor” and “Konica”)

And

State of Wisconsin (hereinafter “Participating State”)

505ENT-M15-MFDCOPIER-04

1. Scope. This Participating Addendum covers the Copiers, Printers & Related Devices 14-19 led by the State of Nevada 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. Personal use of this Participating Addendum is NOT authorized.

This Participating Addendum authorizes the purchase, lease, and rental of equipment and associated software in all segments of the following awarded categories as set forth in the Master Agreement:

• Group A – Convenience Copiers

• Group B – Production Copiers

Leasing includes 36, 48, or 60 months for one of the following: Fair Market Value Lease;

Operational Lease; and Capital Lease. Rental includes Non-Cancelable Rental (36, 48, or 60 months), Cancelable Rental (24 or 36 months), and Short Term Rental (up to 18 months).

Maintenance for any type of lease, any type of rental, or purchased equipment may be purchased from either Authorized Dealers or direct with the Contractor. Restrictions on leasing agreements are found in Section 4 and Exhibit A, Section 7.

Purchases under Group C (Wide Format Copiers), Group D (Printers), Group E (Digital Duplicator), Group F (Scanners) and professional technical services not part of the Product purchase (Senior Consulting IT Architect, Senior IT Architect, Senior Project Manager, Senior Software Engineer, Advisory Software Engineer, Software Engineer, and Associate Software Engineer) are NOT authorized under this Participating Addendum. The following items are excluded from the original solicitation: managed print services, cameras, interactive white boards, micrographic equipment, and overhead projectors.

Purchasing Entities will work with Contractor or its authorized resellers/dealers authorized under this Participating Addendum.

2. Participation. Use of specific WSCA-NASPO cooperative contracts by state agencies, political subdivisions and other entities authorized by an individual state’s statutes to use state contracts (“collectively, “Purchasing Entity”) are subject to the prior approval of the respective State Chief Procurement Official. Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow

Wisconsin municipalities to purchase from state contracts. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis. Stats.

Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

3. Participating State Modifications or Additions to Master Agreement.

a. Participating State modifications or additions to the Master Agreement is set forth as Exhibit A.

b. The Service Level Agreement is set forth as Exhibit B.

c. The Vendor Agreement Form (DOA-3333).

d. Usage Report Template is set forth as Exhibit C.

e. Master Premier Lease Agreement and Non Appropriation Rider (collectively referred to as “Master Premier Lease Agreement”) is set forth as Exhibit D.

4. Lease and Noncancellable Rental Orders.

a. State Purchasing Entities shall not enter into a separate Master Premier Lease Agreement under this Participating Addendum. State Purchasing Entities shall work directly with Konica Minolta for all lease or noncancellable rental Orders. All other Purchasing Entities listed in Section 2 of this Participating Entities may work directly with Konica Minolta or enter into a separate Master Premier Leases Agreement (Exhibit D) for all lease or noncancellable rental Orders.

b. The lease and noncancellable rental rates are separate from the maintenance cost. , Cancellable rental, and short-term rental are all provided directly from Konica Minolta.

c. Rates of Lease or Rental. All Lease or Rental rates will not increase during the term of the lease or rental unless Product changes were made to increase the rate. Rates may be lower or a higher discount than the contract pricing.

d. Lease and Rental Terms. Lease and Rental terms will be subject terms and conditions set forth in this Participating Addendum for Purchasing Entities who did not use the Master Premier Lease Agreement. A Purchasing Entity shall lease Products this Participating Addendum by issuance of an Order. The Order shall survive the termination of this Participating Addendum and the Master Agreement. Upon the Purchasing Entity’s acceptance of any required delivery or Acceptance Testing, the Acceptance Testing period shall end.

e. Balloon Payment. The lease, rental, or maintenance shall not contain a balloon payment at the end of the term that the Purchasing Entity is obligated to pay. This does not preclude an option to purchase the equipment, per the contract terms.

f. Lease Renewals, End of Term Options and Title to Leased Products. At the end of the applicable Lease term, Leases (other than Capital Leases) may be (1) renewed as provided in the Lease Terms; (2) end user may elect to purchase the equipment subject to Fair Market Value Leases; or (3) return the equipment, pursuant to the Participating Addendum terms.

In the case of a lease renewal, or purchase of the equipment, the Purchasing Entity must provide written notice at least thirty (30) days prior to the expiration date of the lease. Notwithstanding anything to the contrary, if the Purchasing Entity fails to notify Contractor of its intent with respect to the renewal or purchase option, the initial schedule term shall be terminated on the date stated on the Order and removal of the product will be mutually arranged. Notwithstanding anything to the contrary in RFP 3091 or the Master Agreement, title to leased Products shall remain with Contractor unless and until the Purchasing Entity’s payment of the applicable purchase option price. At the end of a Capital Lease, assuming all contractual obligations have been met, title of the equipment will be transferred to the Purchasing Entity.

Should the Purchasing Entity wish to extend or renew service at the expiration of the lease, rental or service maintenance term during prior to contract expiration, and provided the Purchasing Entity is not then in default, the rate will be based on the Master Agreement rates. A quotation shall be provided to the Purchasing Entity prior to extending or renewing such service. Quotations shall not be provided for a new lease or new equipment after the contract has expired.

g. Termination and Cancellation Charges.

1. Leases and Rentals may be subject any termination or cancellation charges allowed per this Participating Addendum.

2. No termination charges shall be applicable in the case of non-appropriation of funds.

3. The lease or rental shall not contain charges for early termination of the lease or rental unless the charges constitute actual damages or mutually agreed liquidated damages for breach of the lease or rental.

4. For a lease and non-cancelable rentals, the termination charges shall not exceed the balance of the remaining lease payments.

5. With respect to cancellation of a service or lease contract, the parties agree that such termination charges will be equal or less than two (2) months multiplied by one (1) month of the lease type of base selected or 25% of the remaining term, whichever is less.

6. All Short Term Cancellable rentals may be cancelled upon 30 days written notice to the Contractor at any point during the rental term.

h. Non-Appropriation of Funds. Upon thirty (30) days written notice delivered to the

Contractor, the Contract may be terminated in whole or in part at the sole discretion of the Purchasing Entity, if it is reasonably determined that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects an Eligible User’s ability to pay under this Contact. A change of available funds as used in this paragraph, includes, but is not limited to, a change in Federal, State, or Local funding, whether as a result of a legislative act or by order of the President, the Governor, or Local Government.

i. Other Documents. Standard forms and templates may be used for various purposes, including Orders, invoices, quotes, ‘Website terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other Documents”). Any use of Other Documents are not part of this

Contract unless otherwise noted within this Participating Addendum and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Participating Addendum.

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

Contractor Name Konica Minolta, Kristen McKenna, State Contract Manager

Address 1595 Spring Hill Road, Ste 410, Vienna, VA 22182 Telephone 813-207-8276

E-mail kmckenna@kmbs.konicaminolta.us

Participating State

Name Brenda Derge, CPPO, CPPB Address 101 East Wilson St., P.O. Box 7867, Madison, WI 53707

Telephone 608-266-8613 E-mail brenda.derge@wisconsin.gov

6. Subcontractors.

All Konica Minolta dealers and resellers (“Authorized Dealer”) authorized in the State of Wisconsin, as shown on the dedicated Konica Minolta (cooperative contract) website, are approved to provide invoicing, sales and service support to Purchasing Entities and participants in the WSCA-NASPO Master Agreement. The Konica Minolta Authorized Dealer’s participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Participating Addendum.

Each such Authorized Dealer shall be deemed to be the “Contractor” under the Participating Addendum with respect to an Order issued to and accepted by such Authorized Dealer and the “Lessor” under the Lease Terms for each Order issued to and accepted by such Authorized Dealer, but this provision shall not diminish the obligations for Konica Minolta Business Solutions U.S.A., Inc. as Contractor under this Participating Addendum, the Lease Terms, the Master Agreement or any other document referenced in Section 1 of the Master Agreement, all of which obligations shall remain with Konica mailto:kmckenna@kmbs.konicaminolta.us

Minolta as Contractor.

Contractor shall provide written notice to the Participating State with respect to any changes to listing available for the State of Wisconsin and shall obtain written approval from the Participating State, which approval will not be unreasonably withheld, prior to adding additional Authorized Dealers to the existing authorized list.

7. Purchase Order Instructions.

In addition to Master Agreement, Section 21 and Exhibit A, Section 7, the following applies to Orders. Third Party Agreements for lease and noncancellable rental are separate agreements from this Participating Addendum. Contractor shall not require a State Purchasing Entity to sign a separate Purchase, Rental, or Lease Agreement. See Exhibit A, Section 7 for use of a Master Premier Lease Agreement.

All information shall be contained in the Order issued or an attached Statement of Work. Orders may be issued to Contractor or to Contractor’s authorized dealers. All Orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the following:

a. Order made out to Contractor or the Authorized Dealers as approved by Contractor and the State; and

b. Mandatory language “Order is subject to WSCA-NASPO Contract #3091; and

c. Ordering contact Name, Address, Phone Number; and

d. Itemized list of ordered items, applicable service charges including Service Program selected and Cost Per Copy (CPC) rates; and

e. If Leased, type of Lease (FMV, Operational, or Capital lease) and monthly payment; and

f. Lease or Rental period, if applicable; and

g. Participating State contract #505ENT-M15-MFDCOPIER-04.

To the extent Purchasing Entity and Contractor agree on additional terms, the terms maybe documented on the Purchasing Entity Order, or other transaction document such as a Statement of Work, signed by both parties.

a. Hours of operation to determine which Service Level Agreement (Exhibit B) calculation to use;

b. Machine identification such as a serial number and location at which services shall be performed, if applicable;

c. Special delivery instructions, when applicable.

An Authorized Dealer shall be deemed “Contractor” under this Participating Addendum for any Order issued directly to and accepted by such Authorized Dealer. Send the Order through one of the Authorized Dealers so proper order placement and installation of the ordered unit can be arranged.

Orders and payments are to be handled by the Authorized Dealer, or the Contractor as applicable, directly unless otherwise mutually agreed upon. The Authorized Dealer, or Contractor as applicable, is reminded that financial obligations of the Purchasing Entity payable after the current applicable fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. The State of Wisconsin fiscal year is July 1st through June 30th.

To initiate a lease, rental, or maintenance, the Purchasing Entity will issue an Order which may include a Statement of Work and any negotiated EULA or Software License Terms. The Contractor shall not require any additional separate agreements to be signed by the Purchasing Entity.

Exceptions to this may only be made by the Participating State.

The Services and Supplies rate shall include, but is not limited to, staples, toner, and a method to return all consumed toner containers with no additional charge.

Pricing is inclusive of delivery, network installation, waste material removal, initial training, and removal cost of equipment placed under this agreement. Network installation includes configuration of the device for the proper network protocols and installation of the appropriate print drivers on up to five (5) computers per unit ordered. Any additional network installation shall be negotiated between the Purchasing Entity and the Contractor.

Authorized Service Provider, or Contractor as applicable, will be allowed a thirty (30) day cure period upon receipt of such notification to address any such billing issue. Invoices that require update due to information being received incorrectly or late from the Purchasing Entity, are not considered inaccurate.

For Konica Minolta Business Solutions, direct Orders:

Address Purchase Orders to: Purchases Remit Payment to:

Leases Remit Payment to:

Konica Minolta Business Solutions Attn. Order Processing 500 Day Hill Road Windsor, CT 06095 Email:

windorders@kmbs.konicaminolta.us

Konica Minolta Business Solutions Dept. CH 19188 Palatine, IL 60055-9188

Address listed on invoice

For Authorized Service Provider Orders, address to and remit payments as shown on the dedicated Contractor (cooperative contract) website or, in the case of lease or rental payments, to the address listed on the invoice.

Delivery and acceptance terms are defined in Exhibit A.

8. Price Agreement Number. All Orders issued by purchasing entities within the jurisdiction of this Participating Addendum shall include the Participating State contract number: 505ENT-M15-MFDCOPIER-04 and the Lead State RFP number: 3091.

9. Additional Service Level Agreement Commitments. The Service Level Agreement (SLA) as set forth in Exhibit B provides additional service level commitments.

10. Individual Purchasing Entity. Each Purchasing Entity that purchases products/services under this Contract will be treated as an Individual Purchasing Entity. Each Purchasing Entity will be responsible to follow the terms and conditions of the Contract. Each Purchasing Entity will be responsible for charges, fees, and liabilities incurred by the Purchasing Entity. The Contractor will apply charges to each Purchasing Entity individually.

This Participating Addendum and the Master Agreement resulting from RFP number 3091 (administered by the State of Nevada) together with its exhibits, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition

Exhibit A – Konica Minolta Business Solutions USA, Inc

Participating State Modifications or Additions to Master Agreement

1. Definitions.

Unless otherwise stated, terms used herein shall have the definitions assigned by the

Master Pricing Agreement.

“Contract” means a binding agreement for the procurement of goods and services under the terms and conditions contained within the Participating Addendum, Master

Agreement, Solicitation and Addendums, Contract Vendor’s response to the

Solicitation, and related Agreements.

“Days” means calendar days unless otherwise indicated.

“Lessor” means a person or entity from whom the Purchasing Entity has leased equipment under the terms and conditions set forth in the Contract.

“Municipality” means any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s.

16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss.

66.0301(1) and (2), Wis. Stats.

“Participating State” means State of Wisconsin

“Purchasing Entity” means state agencies, political subdivisions and other entities authorized by an individual state’s statutes to use state contracts

“Konica Minolta Business Solutions USA, Inc” or “Konica” or “Konica Minolta” means the

Contractor

2. Contract Term. The term of this Participating Addendum will be the effective upon the date of execution by both parties, and is effective as of the later date of signatures, or

October 1, 2015 and co-terminus with the Master Agreement term unless otherwise cancelled or terminated as set forth in this Participating Addendum by the Participating

State.

3. Vendor Agreement Form. The Contractor must sign the State of Wisconsin Vendor

Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating

Addendum. Contractor is responsible for verifying all sales and leases under this

Participating Addendum are to entities authorized by this Participating Addendum.

4. Statement of Work. Section 1.a.4 of the Master Agreement changes from, “The Statement of Work specific to Participating Entity;” to “The Statement Work specific to the Purchasing

Entity;”

5. Order of Precedence. Section 1.a of the Master Agreement will expand to include (8) End

User License Agreement and/or Software License Agreement

6. Purchasing Entity Obligations. Purchasing Entity agrees to provide a proper place for the use of the Serviced Products, including but not limited to, electric service, as specified by the manufacturer. Purchasing Entity will provide adequate facilities (at no charge) for use by Contractor representatives in connection with the service of the Serviced Products under an Order within a reasonable distance of the Serviced Products. Purchasing Entity agrees to provide appropriate access to its facilities, networks and systems as may be reasonably necessary for Contractor to perform its services. Purchasing Entity will provide a key operator for the Serviced Products and will make identified key operators or their designees available for instruction in use and care of the Serviced Products. Unless otherwise agreed upon by Contractor in writing or designated in the applicable Order, all supplies for use with the Serviced Products will be provided by Purchasing Entity and will be available “on site” for servicing.

7. Third Party Lease Agreements.

a. This Section only applies to lease and noncancellable rental equipment. It does not apply to purchase, maintenance, or any other rental type.

b. Contractor third party lease and noncancellable agreements between the

Purchasing Entity and any third party (both the “Master Premier Lease Agreement” and “Non Appropriation Rider” found in Exhibit D, collectively herein referred to as

“Master Premier Lease Agreement”) will not be allowed under this Participating

Addendum for use by State Purchasing Entities. All other Purchasing Entities may use the Master Premier Lease Agreement if it has met compliance of the Purchasing

Entity’s applicable fiscal and purchasing rules and/or policies. The Master Premier

Lease Agreement documents are “as is” and cannot be edited by either Party.

a. State Purchasing Entities shall not use the Master Premier Lease Agreement terms and conditions for use on any equipment or maintenance, including lease or noncancellable rental equipment. Only political subdivisions and other entities authorized by the State, may enter into a separate Master Premier Lease Agreement(s) under this Participating Addendum. Contractor may require the Purchasing Entity to complete the Master Premier Lease Agreement. Notwithstanding anything to the contrary in this Participating Addendum, the terms and conditions of the Master

Premier Lease Agreement will be incorporated by reference into any Order issued by

Purchasing Entities for the equipment lease under the Master Price Agreement. In the event of a conflict between the Contract, Purchase Order(s), Master Premier Lease

Agreement or the Master Price Agreement, the terms of the Master Premier Lease

Agreement will supersede and control when the Agreement is utilized by the

Purchasing Entity. When the Purchasing Entity utilizes the Master Price Agreement document, the terms and conditions of the Master Premier Lease Agreement will be incorporated by reference into any Order for the leasing of equipment. The Purchase

Order will be considered a Schedule to the Master Premier Lease Agreement. Such pricing shall not exceed contract pricing.

c. A Rental or Lease Agreement utilizing the Master Premier Lease Agreement shall be separate from this Participating Addendum, shall be between the Purchasing Entity and third party for the scope of this Participating Addendum’s products.

d. Any rental or lease agreement, through Konica Minolta directly or through the

Master Premier Lease Agreement, must be entered into prior to the Participating

Addendum expiration. Any lease or rental entered into prior to the termination of this Participating Addendum shall survive the termination of this Participating

Addendum and the Master Agreement.

8. Software; Software License Agreement. To the extent the Product includes intangible property or associated services such a periodic software licenses and prepaid data base subscription rights, such intangible property shall be referred to as the “Software.” The

Software License Agreement and or End User License Agreement (EULA) terms for each piece of equipment available under this Participating Addendum were not reviewed at the time of the Participating Addendum signing. Such terms shall be negotiated between the

Purchasing Entity and the Contractor. Unless otherwise negotiated between parties, software is provided subject to the terms and conditions of the license applicable to such software.

9. Training. Training shall be onsite unless otherwise agreed upon by the Purchasing Entity in writing prior to such training. Any additional costs associated with training shall be quoted prior to providing such training. The Purchasing Entity may negotiate with the

Contractor a reduced rate if the Purchasing Entity chooses not to include the one hour of training for each machine (for example, multiple identical units at the same location) or if online training is utilized rather than onsite.

10. Product changes. Changes to the equipment, accessories, and software on the

Contractor’s WSCA website for Wisconsin only need to be approved by the WSCA Lead

State. No additional Participating State approval is required.

11. Section 508 Accessibility. Accessibility features are designed into all Konica Minolta office machines in the workplace. Konica Minolta provides technologies to everyone in the office regardless of their physical capabilities. Such enhanced operational functionality includes: front-loading paper trays, adjustable display contrasts, enlarged displays, tilt enabled control panels, extra large buttons, convenient heights and reach, and easily accessible printer interiors for adding toner and replacing imaging cartridges.

For further accessibility information, see http://kmbs.konicaminolta.us/naspo3091. It is recommended to work with the local sales representative(s) on the available options to best suit the business needs.

12. Hard Drive. The Purchasing Entity is responsible for choosing what, if any, options it wants Contractor to provide beyond the included end-of-term three-pass minimum level erasure of the hard drive. The Purchasing Entity and Contractor shall agree prior to hard drive handling what the Purchasing Entity needs are. Encryption requirements will be dictated by the Customer.

a. Hard Drive Erasure. The Purchasing Entity can perform this function without assistance from the Contractor. Purchasing Entity may engage Contractor for enhanced data security beyond the DoD three-pass minimum level erasure of hard drives at the end of product life that will be performed by Contractor at an additional charge as required in the Master Agreement. Such options for enhanced data security shall be negotiated between the Contractor and Purchasing Entity to ensure erasure standards are met by the Purchasing Entity’s business needs. No enhanced data security beyond the 3-pass overwrite option shall exceed $135/hour per unit. This fee may be negotiated between the Contractor and Purchasing Entity to be less. The Contractor will retain any leased hard drive unless the hard drive removal is requested by the Purchasing Entity. If the hard drive erasure is done by the Purchasing Entity Administrator utilizing software provided with the

Administrator tools, such erasure will not have a fee to the Purchasing Entity.

b. Hard Drive Removal. Purchasing Entity may engage Contractor to perform the removal of the hard drive. If the Purchasing Entity elects to buy out the hard drive, Purchasing Entity shall pay Contractor a hard drive replacement fee of no more than

$200 per unit of Product. This fee may be negotiated between the Contractor and

Purchasing Entity to be less. The Contractor service technician will remove the hard drive from the applicable Product (set forth on an Order) and provide Purchasing

Entity with custody of the hard drive before the Product is removed from the

Purchasing Entity’s location, moved to another department or any other disposition of the Product. The Purchasing Entity will have the responsibility of destroying the hard drive in this case. The hard drive erasure fee may be assessed if such service was performed.

13. Installation. All installations shall have all options on the device working for use by

Purchasing Entity for it to be considered a complete installation.

a. At the time of providing a quotation to the Purchasing Entity, Contractor will advise

Purchasing Entity of any and all specialized installation and environmental site requirements for the delivery and installation of the device. The requirements may include air conditioning, electrical requirements, special grounding, cabling requirements, space requirements, humidity and temperature limits, and any additional considerations critical to the installation.

b. The Contractor and Purchasing Entity shall make final arrangements for delivery and installation at least five (5) business days prior to each delivery unless otherwise agreed upon in writing between the Contractor and Purchasing Entity.

c. The Contractor shall provide all work required for software installation unless otherwise agreed upon between the Contractor and Purchasing Entity. Any work that will be billed shall be quoted at the time of the equipment quotation.

d. Equipment and any required software shall be installed by the Contractor at the location specified by the Purchasing Entity.

14. Pricing.

a. Purchasing Entities will be allowed to negotiate any of the purchase and lease options available in the Master Agreement for lower pricing.

b. Monthly lease pricing shall not increase over the lease term unless an accessory is added.

c. If a Purchasing Entity adds or removes accessories, the Purchasing Entity and

Contractor shall agree upon the new monthly lease price prior to the lease rate change to reflect the machine change.

d. Purchasing Entity may negotiate a lower rate for volume placements. For purposes of this Participating Addendum, the Participating State considers five (5) or more machines in one order to be a volume placement. The Purchasing Entity and the

Contractor may negotiate an additional discount for volume placement when placing an Order for five (5) or more machines for purchase, any type of lease, or any type of rental.

e. Contractor is responsible for communicating to the Purchasing Entity prior to a transaction any equipment requirements.

15. Trial or Demonstration of Device or Equipment. A written agreement between the

Purchasing Entity and the Contractor shall occur prior to any trial or demonstration of equipment. The period of the trial or demonstration shall not exceed 30 calendar days and such device or equipment may be used, remanufactured or reconditioned. Additionally, no trial or demonstration device may be converted to a lease, rental or purchase, unless the device was new prior to the placement as a trial or demonstration period.

16. Labeling Product and Related Paperwork. All invoices, packing lists, packages, shipping notices, and other written documents affecting an Order hereunder shall contain the applicable Order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to an Order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used when applicable. If requested by the Purchasing Entity, all shipping containers shall be legibly marked or labeled on the outside with Order number, product description, and quantity, or as otherwise directed by the Purchasing Entity.

17. Usage/Spend Report. The manufacturer must submit electronic reports on a quarterly basis and one annual summary report on all sales, including service/maintenance, made against this Participating Addendum to the Participating State primary contact listed in

Section 5 or designee.

a. Report template is Exhibit C. The column denoting the “Customer Type” shall indicate either “State” or “Municipality.”

b. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

c. The quarterly reports will be filed using the schedule in Section f below. The annual report shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

d. Such reports shall retain the same format throughout the life of the Contract unless mutually agreed upon.

e. The Contractor agrees to provide additional reports if requested by the State of

Wisconsin in a format and frequency as mutually agreed upon by both parties.

f. Period End Report Received By

June 30 July 31

September 30 October 31

December 31 January 31

March 31 April 30

The annual summary report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

18. Service Level Agreement (SLA) Report.

a. The Contractor must submit SLA metrics reports on a quarterly basis to the

Participating State primary contact or designee.

b. The Contractor must submit, upon request of the Purchasing Entity, SLA metrics reports on a quarterly basis to the Purchasing Entity.

c. SLA reports must include reporting on each SLA and credit listed in Exhibit B. If no credit was required, such shall be indicated.

d. Such reports shall retain the same format throughout the life of the Participating

Addendum unless mutually agreed upon.

e. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

f. The quarterly reports will be filed using the schedule in Section f below. The annual

SLA shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

g. Period End Report Received By

June 30 July 31

September 30 October 31

December 31 January 31

March 31 April 30

The annual SLA report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

19. Website requirement. The manufacturer WSCA website for Wisconsin must, at a minimum, include the following:

a. Detailed and accurate information regarding all of the products and options available through this Contract;

b. Local sales contact information;

c. Single point of contact for PO and invoice issues;

d. An escalation path for unresolved issues; and

e. Instructions pertaining to copier placements

The Participating State primary contact listed in Section 5 of the Participating Addendum, or designee, shall have rights to review and make recommendations to the Contractor’s website.

20. Insurance. The Contractor shall not commence work under the Contract until they have obtained all the insurance described in the Master Agreement, Section 17 and this

Participating Addendum Section and provided a current certificate of insurance to the

Participating State within seven (7) business days of the Effective Date of this Participating

Addendum and no later than fifteen (15) business days prior to the expiration date of any such coverage. Contractor will provide renewal certificates within ten (10) days after the inception of renewal policies.

Contractor shall provide the certificate via e-mail to the Participating State primary contact.

All policies shall remain in force and effect throughout the term of the Participating

Addendum. Contractor will maintain the following insurance limits while performing any services under this Participating Addendum:

a. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this Contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

b. The Participating State reserves the right to require higher or lower limits where warranted.

c. If Contractor is self-insured, Contractor must have prior Participating State approval and a Certification of Self-Insurance must be provided to the Participating State no later than the start date of such insurance.

d. Contractor’s policy(ies) shall include legal defense fees in addition to the liability policy limits.

e. An Umbrella or Excess Liability Insurance policy may be used

21. Risk of Loss or Damage. The Participating State and Purchasing Entity, except for loss or damage due to fire, theft, or the negligence of the Participating State, shall be relieved of all risks of loss or damage to the Products during periods of transportation and installation

(if installation is provided by the Contractor), unless and until such time as unencumbered title is vested in the Purchasing Entity, or, with respect to leased Products, during the term of the lease until the leased Products are made available to the Contractor at the end of the lease term. Purchasing Entity must notify Contractor in writing immediately of any loss.

22. Subrogation Waiver. All insurance policies in any way related to this Participating

Addendum and secured and maintained by Contractor or is subcontractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Contractor or the Participating State, its agencies, institutions, organizations, officers, employees, volunteers, and the Purchasing Entities.

23. Governing Law; Venue. Any and all applicable references of Nevada (NV) law are to be changed to read, Wisconsin (WI). This Participating Addendum and its amendments and exhibits thereto, shall be governed by Wisconsin Law. Venue for all legal proceedings arising out of the Participating Addendum, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this Participating Addendum is contrary to Wisconsin law, such provision shall be null and void. The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this Participating Addendum and which in any manner affect the work or its conduct.

24. Indemnification. The parties agree that Section 14 of the Master Agreement is modified with the following:

a. 14(a) remains unchanged.

b. 14(b) remains unchanged.

c. 14(b)(1) remains unchanged.

d. Section 14(b)(2) is changed to the following:

“The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, regarding the settlement of such claim, the Indemnified

Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If such a claim is made or appears likely to be made, the Indemnified

Party agrees to permit Contractor, in Contractor’s sole option, to enable

Indemnified Party to continue to use the Product, or to modify the Product, or replace the Product with one that is at functionally equivalent or greater or Product shall be returned to the Contractor upon Contractor written request at the

Contractor’s expense and Contractor will then give Indemnified Party a credit or refund equal to the Indemnified Party’s full investment paid to the Contractor provided the Indemnified Party has followed generally-accepted accounting principles. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in the Participating Addendum, Exhibits, and Master

Agreement or any other document executed on conjunction with named documents.

This is Contractor’s entire obligation to Indemnified Party regarding any claim of infringement.”

25. State Payment Offsets for Contractor’s Delinquency.

a. Contractors who have a delinquent Wisconsin tax liability may have their payments offset by the Participating State.

b. The Participating State shall offset payments made to the Contractor under this

Participating Addendum in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the Participating State, or to any state or local unit of government. The Participating State also reserves the right to cancel this

Participating Addendum if the delinquency is not satisfied by the offset or other means during the term of the Participating Addendum.

26. Conflict of Interest. Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

27. Dual Employment. Section 16.417, Wis. Stats., prohibits an individual who is a State of

Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

28. Nondiscrimination/Affirmative Action. In connection with the performance of work under this Participating Addendum, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision 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 further agrees to take affirmative action to ensure equal employment opportunities.

a. Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the Participating Addendum is awarded, the Contractor must submit the plan to the Participating State for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the Participating State.

b. The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, nondiscrimination notices required by applicable law.

c. Failure to comply with the conditions of this provision may result in the following consequences:

1. Termination of this Participating Addendum;

2. Designation of the Contractor as "ineligible" for future consideration as a responsible, qualified bidder or proposer for State contracts, or

3. Withholding of a payment due under the Participating Addendum until the

Contractor is in compliance.

29. Public Records, Recordkeeping and Record Retention. Pursuant to Wisconsin Statutes

§19.36(3), all records of the Contractor that are produced and collected under this

Participating Addendum are subject to disclosure pursuant to a public records request.

The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Participating Addendum.

All expenditure records shall be kept in accordance with International Financial Reporting

Standards (IFRS). All procedures shall be in accordance with federal, state and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Participating Addendum for six (6) years. Contractor will not be obligated to disclose any of its or its customers’ confidential or proprietary information unless required by applicable law.

30. Examination of Records; Audit Rights. The Participating State shall at any time during normal business hours, upon reasonable notice to Contractor and with minimal disruption to Contractor’s business, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises, any of the Contractor’s records and computer data storage media involving transactions solely and directly pertinent to this

Participating Addendum. If the material is on computer data storage media, the

Contractor shall provide copies of the data storage media or a computer printout of such if the Participating State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by the Contractor shall not exceed the actual cost to the Contractor, including labor. This provision shall survive the termination, cancellation, or expiration of this Participating Addendum.

The books, records, documents, and accounting procedures and practices of the

Contractor and its employees, agents, or subcontractors relevant to the Participating

Addendum must be made available and subject to examination by the Participating State or its agents, the Legislative Auditor and/or the State Auditor for a minimum of six (6) years after the end of the Participating Addendum or transaction. Upon the prior written request of the State during the term of this Participating Addendum, Contractor will assist the State in connection with its efforts to verify the completeness and accuracy of the invoices. Contractor will provide copies of the documentation that is reasonably necessary for the State to confirm its payment obligations under any invoice.

31. Disclosure. If a state public official (as defined in §19.42(14) of the Wisconsin Statutes), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this Participating Addendum, and if this Participating

Addendum involves payment of more than three thousand dollars ($3,000) within a twelve

(12) month period, this Contract is voidable by the state unless appropriate disclosure is made according to §19.45(6) of the Wisconsin Statutes, before signing the Contract.

Disclosure must be made to the State of Wisconsin Government Accountability Board, 212

East Washington Avenue, Madison, Wisconsin 53703 (Telephone 608-266-8005). State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, §16.417 of the Wisconsin Statutes.

32. Promotional Advertising; News Releases. Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any…