STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to Contract Number MA190000000323

C U

RREN

T C

O N

TRAC

TO

R

RICOH CORP INC.

25800 Northwestern Hwy, Suite 950 Southfield MI 48075

Ricky Haitaian

248-909-2059 ricky.haitaian@ricoh-usa.com

CV0007263

N

EW

C O

N

TRAC

TO

R

RICOH USA INC

25800 Northwestern Hwy, Suite 950 Southfield MI 48075

Brooke Krause

608-240-4656

Brooke.Krause@ricoh-usa.com

CV0007263

STATE CONTACTS

Program

M anager

Kristen Hampton DTMB

517-636-7747 hamptonk@Michigan.gov

C ontract

Adm inistrator

Jordana Sager DTMB

(517) 896-1903 sagerj2@michigan.gov

CONTRACT SUMMARY

PMM Inkjet Printer Replacement Project and Continu

INITIAL EFFECTIVE DATE

February 15, 2019

INITIAL EXPIRATION DATE

March 31, 2024

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

March 31, 2029

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE

$5,087,500.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$5,087,500.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective May 1, 2026, the Contract Representative is updated to Brooke Krause.

Brooke.Krause@ricoh-usa.com * 608-240-4656

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement,and DTMB Central Procurement approval.

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

PMM Inkjet Printer Replacement Project and Continu

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 15, 2019 March 31, 2024 5 - 1 Year March 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

25800 Northwestern Hwy, Suite 950

Southfield MI 48075

Ricky Haitaian

248-909-2059 ricky.haitaian@ricoh-usa.com

CV0007263

RICOH CORP INC.

C O

N

TR

A C

TO

R

517-636-7747 hamptonk@Michigan.gov

Jordana Sager

(517) 896-1903

DTMB

Kristen Hampton DTMB sagerj2@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

A

TE

N/ANet 45

Change Notice Number 6

Contract Number MA190000000323 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$5,087,500.00 $0.00 $5,087,500.00

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective October 1, 2025, Schedule B – pricing is hereby amended to add a line item for a tariff passthrough on imported commodities purchased off this contract. The tariff must only be applied if active at the time of shipment and cannot be applied to commodities that were in the Contractor’s inventory prior to the tariff being enacted. Written justification must be provided to the Contract Administrator for review and approval for any increases to the tariff passthrough. Contractor must promptly notify the State, and the tariff passthrough must immediately be reduced to reflect the reduction or elimination of the tariff. Failure to notify the State is a material breach of Contract.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

Machine Type Serial Service Level Coverage

B/W Allowance (Per Base Billing

Frequency B/W Ovg

Color Allowance (Per Base Billing

Frequency) Color Ovg

Service Base (Per Base Billing

Frequency) 4/1/2024 - 3/31/2025

Service Base (Per Base

Billing Frequency) 4/1/2025 - 3/31/2026

Service Base (Per Base

Billing Frequency) 4/1/2026 - 3/31/2027

Service Base (Per Base

Billing Frequency) 4/1/2027 - 3/31/2028

Service Base (Per Base

Billing Frequency) 4/1/2028 - 3/31/2029

VC40000-ENG1 5119X311084 Bronze 24 x 7 0 NA 0 NA 51,361.48$ 52,902.32$ 54,489.39$ 56,124.07$ 57,807.80$ VC40000-ENG2 5119X101080 Bronze 24 x 7 0 NA 0 NA 51,361.48$ 52,902.32$ 54,489.39$ 56,124.07$ 57,807.80$

3899-530 B530W1031 Bronze 24 x 7 NA NA NA NA 4,852.30$ 4,997.87$ 5,147.80$ 5,302.24$ 5,461.30$ 3899-735 M201135 Bronze 24 x 7 NA NA NA NA 4,264.15$ 4,392.08$ 4,523.84$ 4,659.55$ 4,799.34$

TP-H-LRS-C23 C231119 Bronze 24 x 7 NA NA NA NA 32,534.83$ 33,510.87$ 34,516.20$ 35,551.68$ 36,618.23$ TECN-S20-DS S20231108 Bronze 24 x 7 NA NA NA NA 10,522.93$ 10,838.62$ 11,163.77$ 11,498.69$ 11,843.65$

TECN-V10-TCN PACQ2018011 Bronze 24 x 7 NA NA NA NA 3,639.51$ 3,748.69$ 3,861.15$ 3,976.99$ 4,096.29$ TECN-U9-TCN 30794 Bronze 24 x 7 NA NA NA NA 7,074.98$ 7,287.23$ 7,505.85$ 7,731.02$ 7,962.95$

Total: 165,611.64$ 170,579.99$ 175,697.39$ 180,968.31$ 186,397.36$

Unit of Measuring (Ordering)

MOQ

Quantity per

Carton or Shipping UOM

4/1/2024 - 3/31/2025

10/1/2025 - 3/31/2026

4/1/2026 - 3/31/2027

4/1/2027 - 3/31/2028

4/1/2028 - 3/31/2029

Carton 1 1 $955.00 $1,053.00 $1,085.00 $1,119.00 $1,153.00

Carton 1 1 $1,687.00 $1,860.00 $1,917.00 $1,932.00 $2,035.00

Carton 1 1 $1,687.00 $1,860.00 $1,917.00 $1,932.00 $2,035.00

Carton 1 1 $1,687.00 $1,860.00 $1,917.00 $1,932.00 $2,035.00

Carton 1 1 $41.00 $47.00 $49.00 $51.00 $53.00 Carton 1 4 $8.00 $10.00 $11.00 $12.00 $13.00 Carton 1 4 $11.00 $13.00 $14.00 $15.00 $17.00 Carton 1 5 $11.00 $13.00 $14.00 $15.00 $17.00 Carton 1 5 $8.00 $10.00 $11.00 $12.00 $13.00 Carton 1 1 $44.00 $50.00 $52.00 $54.00 $56.00 Carton 2 2 Bags/Ctn $1,339.00 $1,477.00 $1,522.00 $1,568.00 $1,615.00

719317 Ricoh Pro Ink Cartridge Black VC40000 Type A (18 Liter Container)

STATE OF MICHIGAN

PMM Inkjet Printer Replacement Project and Continued Maintenance

SCHEDULE B - PRICING

Contract Number 190000000323

Part Number Description

Maintenance Pricing:

*Full Maintenance - price protected for 5 years with a cap on increase of 3 % per year for years 6-10.

719344 Filter 92mm Type V5

719318 Ricoh Pro Ink Cartridge Cyan VC40000 Type A (18 Liter Container)

719319 Ricoh Pro Ink Cartridge Magenta VC40000 Type A (18 Liter Container)

719320 Ricoh Pro Ink Cartridge Yellow VC40000 Type A (18 Liter Container)

*MICR ink pricing is per bag, however, must order in multiples of 2 bags since 2 bags ship per carton.

Ricoh Pro VC 40000 Supplies Pricing: Pricing at Ordering UOM (Delivered Price)

Revised Via Change Notice #6 Effective 10/1/2025

719345 Filter 18mm Type V5

Ricoh Pro VC40000 MICR Ink (2 Liter Bag)

719341 Waste Ink Bottle Type V5 719463 Absorbent Sponge CMY - MICR Type V5

719372* 719346 Exhaust Filter Type V5

719464 Absorbent Sponge K Type V5

Machine Type Machine

Recurring Monthly

Maintenance

TCN C52 Cutter 2,955.00$

Maintenance Pricing:

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number 190000000323 hamptonk@Michigan.gov

Kristen Hampton

Jordana Sager ricky.haitaian@ricoh-usa.com

Ricky Haitaian

Southfield, MI 48075

RICOH CORP INC.

CV0007263

248-909-2059

25800 Northwestern Hwy, Suite 950

(517) 896-1903 S

T A

T E

P ro g ra m a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-7747

DTMB

sagerj2@michigan.gov

$4,403,500.00

February 15, 2019 March 31, 2029

PMM INKJET PRINTER REPLACEMENT PROJECT AND CONTINU

March 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$684,000.00 $5,087,500.00

Effective April 23, 2024, this contract is hereby increased by $684,000, and a Ricoh Cutter System with 5-year maintenance is added per the revised Schedule B.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on April 23, 2024.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

DTMB

l Page 2 Notice of Non-Disclosure The information contained in this proposal shall not be disclosed outside the requesting organization and employees or agents of The State of Michigan orr external third parties. This proposal shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the proposed hardware/software solution(s) and services.

Solution Detail for Tecnau C52 Series Cutter

MACHINE TYPE/MODEL QTY LEASE PRICE

Core Services

Optional Cash Purchase Price 1 $10,000

• Project Planning resource

• On-site install manager

• On-site application testing

• Overall project Completion

Tecnau Pre & Post Roll to Cut System

Optional Cash Purchase Price 1 $496,220

• Buffer 50, Merger 50, S51 Stacker, C52 Double cut cutter

Total Tecnau C52 Cutter System Price $506,220

RECURRING MONTHLY MAINTENANCE CHARGES

Tecnau Pre&Post Monthly Maintenance (1) systems $2,955

Total monthly cost of maintenance per month: $2,955

Schedule B

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

Contract Number 190000000323 hamptonk@Michigan.gov

Kristen Hampton

Jordana Sager ricky.haitaian@ricoh-usa.com

Ricky Haitaian

Southfield, MI 48075

RICOH CORP INC.

CV0007263

248-909-2059

25800 Northwestern Hwy, Suite 950

517-896-1903

S T

A T

E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-7747

DTMB

sagerj2@michigan.gov

$3,003,500.00

February 15, 2019 March 31, 2024

PMM INKJET PRINTER REPLACEMENT PROJECT AND CONTINU

March 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 5 Years ☐ March 31, 2029

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$1,400,000.00 $4,403,500.00

Effective 4/1/2024, this contract is hereby increased by $1,400,000.00. The five option years available on this contract are hereby exercised. The revised contract expiration date is 3/31/2029. Pricing on this contract is hereby updated, per revised Attachment Schedule B.

Please note the Contract Administrator has been changed to Jordana Sager.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 3/26/2024.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

Machine Type Serial Service Level Coverage

B/W Allowance (Per Base Billing Frequency B/W Ovg

Color Allowance (Per Base Billing

Frequency) Color Ovg

Service Base (Per Base Billing

Frequency) 4/1/2024 - 3/31/2025

Service Base (Per Base

Billing Frequency) 4/1/2025 - 3/31/2026

Service Base (Per Base

Billing Frequency) 4/1/2026 - 3/31/2027

Service Base (Per Base

Billing Frequency) 4/1/2027 - 3/31/2028

Service Base (Per Base

Billing Frequency) 4/1/2028 - 3/31/2029

VC40000-ENG1 5119X311084 Bronze 24 x 7 0 NA 0 NA 51,361.48$ 52,902.32$ 54,489.39$ 56,124.07$ 57,807.80$ VC40000-ENG2 5119X101080 Bronze 24 x 7 0 NA 0 NA 51,361.48$ 52,902.32$ 54,489.39$ 56,124.07$ 57,807.80$

3899-530 B530W1031 Bronze 24 x 7 NA NA NA NA 4,852.30$ 4,997.87$ 5,147.80$ 5,302.24$ 5,461.30$ 3899-735 M201135 Bronze 24 x 7 NA NA NA NA 4,264.15$ 4,392.08$ 4,523.84$ 4,659.55$ 4,799.34$

TP-H-LRS-C23 C231119 Bronze 24 x 7 NA NA NA NA 32,534.83$ 33,510.87$ 34,516.20$ 35,551.68$ 36,618.23$ TECN-S20-DS S20231108 Bronze 24 x 7 NA NA NA NA 10,522.93$ 10,838.62$ 11,163.77$ 11,498.69$ 11,843.65$

TECN-V10-TCN PACQ2018011 Bronze 24 x 7 NA NA NA NA 3,639.51$ 3,748.69$ 3,861.15$ 3,976.99$ 4,096.29$ TECN-U9-TCN 30794 Bronze 24 x 7 NA NA NA NA 7,074.98$ 7,287.23$ 7,505.85$ 7,731.02$ 7,962.95$

Total: 165,611.64$ 170,579.99$ 175,697.39$ 180,968.31$ 186,397.36$

Unit of Measuring (Ordering)

MOQ

Quantity per

Carton or Shipping UOM

4/1/2024 - 3/31/2025

4/1/2025 - 3/31/2026

4/1/2026 - 3/31/2027

4/1/2027 - 3/31/2028

4/1/2028 - 3/31/2029

Carton 1 1 $955.00 $984.00 $1,014.00 $1,045.00 $1,077.00

Carton 1 1 $1,687.00 $1,738.00 $1,791.00 $1,845.00 $1,901.00

Carton 1 1 $1,687.00 $1,738.00 $1,791.00 $1,845.00 $1,901.00

Carton 1 1 $1,687.00 $1,738.00 $1,791.00 $1,845.00 $1,901.00

Carton 1 1 $41.00 $43.00 $45.00 $47.00 $49.00 Carton 1 4 $8.00 $9.00 $10.00 $11.00 $12.00 Carton 1 4 $11.00 $12.00 $13.00 $14.00 $15.00 Carton 1 5 $11.00 $12.00 $13.00 $14.00 $15.00 Carton 1 5 $8.00 $9.00 $10.00 $11.00 $12.00 Carton 1 1 $44.00 $46.00 $48.00 $50.00 $52.00 Carton 2 2 Bags/Ctn $1,339.00 $1,380.00 $1,422.00 $1,465.00 $1,509.00

*MICR ink pricing is per bag, however, must order in multiples of 2 bags since 2 bags ship per carton.

Ricoh Pro VC 40000 Supplies Pricing: Pricing at Ordering UOM (Delivered Price)

Revised Via Change Notice #4 Effective 4/1/2024

719345 Filter 18mm Type V5

Ricoh Pro VC40000 MICR Ink (2 Liter Bag)

719341 Waste Ink Bottle Type V5 719463 Absorbent Sponge CMY - MICR Type V5

719372* 719346 Exhaust Filter Type V5

719464 Absorbent Sponge K Type V5 719344 Filter 92mm Type V5

719318 Ricoh Pro Ink Cartridge Cyan VC40000 Type A (18 Liter Container)

719319 Ricoh Pro Ink Cartridge Magenta VC40000 Type A (18 Liter Container)

719320 Ricoh Pro Ink Cartridge Yellow VC40000 Type A (18 Liter Container)

719317 Ricoh Pro Ink Cartridge Black VC40000 Type A (18 Liter Container)

STATE OF MICHIGAN

PMM Inkjet Printer Replacement Project and Continued Maintenance

SCHEDULE B - PRICING

Contract Number 190000000323

Part Number Description

Maintenance Pricing:

*Full Maintenance - price protected for 5 years with a cap on increase of 3 % per year for years 6-10.

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 190000000323 hamptonk@Michigan.gov

Kristen Hampton

Valerie Hiltz carol.bertrand@ricoh-usa.com

Carol Bertrand

Southfield, MI 48075

RICOH CORP INC.

CV0007263

248-909-2059

25800 Northwestern Hwy, Suite 950

(517) 249-0459 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-7747

DTMB

hiltzv@michigan.gov

$2,753,500.00

February 15, 2019 March 31, 2024

PMM INKJET PRINTER REPLACEMENT PROJECT AND CONTINU

March 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ March 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$250,000.00 $3,003,500.00

Effective December 20, 2023 this contract is adding funding in the amount of $250,000.00 to fully fund this contract through the base period of this contract.

All other terms, conditions, specifications and pricing remain the same per Contractor and Agency agreement, DTMB Central Procurement Services approval and approval of the State Administrative Board on December 19, 2023

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number 190000000323 hamptonk@Michigan.gov

Kristen Hampton

Valerie Hiltz carol.bertrand@ricoh-usa.com

Carol Bertrand

Southfield, MI 48075

RICOH CORP INC.

CV0007263

248-909-2059

25800 Northwestern Hwy, Suite 950

(517) 249-0459

S T

A T

E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-7747

DTMB

hiltzv@michigan.gov

$2,719,976.00

February 15, 2019 March 31, 2024

PMM INKJET PRINTER REPLACEMENT PROJECT AND CONTINUED MAINTENANCE

March 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ March 31, 2029

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$33,524.00 $2,753,500.00

Effective November 17, 2023, $33,524.00 in funding is being added to this contract.

All other terms, conditions, specifications and pricing remain the same. Per Contractor and Agency agreement and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

As agreed upon, in writing, by the Program Manager.

DESCRIPTION

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

190000000323Contract Number hamptonk@Michigan.gov

Kristen Hampton

Valerie Hiltz carol.bertrand@ricoh-usa.com

Carol Bertrand

Southfield, MI 48075

RICOH CORP INC.

CV0007263

248-909-2059

25800 Northwestern Hwy, Suite 950

(517) 249-0459 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

DTMB

517-636-7747

DTMB

hiltzv@michigan.gov

$2,503,600.00

February 15, 2019 March 31, 2024

PMM INKJET PRINTER REPLACEMENT PROJECT AND CONTINUED MAINTENANCE

March 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ March 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

As per Quotation

$216,376.00 $2,719,976.00

Effective February 10, 2020, this contract is adding $216,376.00 in funding and adds a Tecnau TC150-SH-E Perforator complete with delivery, installation, training for it's operators and continued 24/7 standard maintenance. Schedule B is updated, as attached to include the equipment costs and the monthly standard maintenance fee.

All other terms, conditions, specifications and pricing remain the same. Per Contractor and Agency agreement and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

As agreed upon, in writing, by the Program Manager.

ENTERPRISE PROCUREMENT

DTMB Central Procurement Services Office 525 W. Allegan St., 1st Floor NE PO Box 30026, Lansing, MI 48909

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 190000000323 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Ricoh Corp., Inc.

ST

A

TE

Pr og ra m

M an ag er

Kristen Hampton DTMB

25800 Northwestern Hwy, Suite 950 517-636-7747

Southfield, MI 48075 hamptonk@michigan.gov

Carol Bertrand

C on tra ct

Ad m in is tra to r Valerie Hiltz DTMB

248-909-2059 517-249-0459

Carol.Bertrand@Ricoh-USA.com hiltzv@michigan.gov

CV0007263

CONTRACT SUMMARY

DESCRIPTION: PMM Inkjet Printer Replacement Project and Continued Maintenance

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

February 15, 2019 March 31, 2024 5, one-year options March 31, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Per Section 6.3. Delivery Timeframes

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: Orders will be placed directly by the State Agency via a Delivery Order per the terms, conditions and specifications of this contract.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $2,503,600.00

MA# 190000000323

Version 3 (6/2018) 2

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Valerie Hiltz, Category Specialist Name & Title

DTMB Central Procurement Services/ Services and Commodities Division Agency

Date

Version 3 (6/2018) 3

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Ricoh USA, Inc. (“Contractor”), an Ohio company. This Contract is effective February 15, 2019 (“Effective Date”), and unless terminated, expires March 31, 2024 (the “Term”) five years.

This Contract may be renewed at the discretion of the State in five one-year, renewal periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

The parties agree as follows:

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Agency” means an executive branch agency of the State of Michigan.

“Agency Order Agreement” means an agreement entered into between an Agency and the Contractor for the provision of input/output equipment and/or services pursuant to the terms of the Contract.

“Agency Program Coordinator” means the Agency representative responsible for output management facilitation, communication and coordination with Agency leadership and Contractor.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by Law to be closed for business.

“Confidential Information” has the meaning set forth in Section 29.a.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in the Section 9.

“Statement of Work” means the statement of work entered into by the parties and attached as a Schedule A to this Contract.

“Contractor” has the meaning set forth in the preamble.

“Contractor Personnel” means all employees of Contractor or any subcontractors involved in the performance of Services hereunder.

STANDARD CONTRACT TERMS

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“Deliverables” means all equipment, hardware, software, components, options, accessories, documentation, reports, and all other materials that Contractor or any Subcontractor is required to or otherwise does sell to or provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in the Statement of Work or an Agency Order Agreement.

“Dispute Resolution Procedure” has the meaning set forth in Section 41.

“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the equipment, hardware and software.

“DTMB” means the Michigan Department of Technology, Management and Budget.

“Effective Date” has the meaning set forth in the preamble.

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable Law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Statement of Work.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental agency, governmental department, governmental commission, governmental authority, unincorporated organization, trust, association or other entity.

“Reports” means any and all reports that Contractor is obligated to or otherwise does provide under the Statement of Work or the Agency Order Agreement.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“Services” means any of the services Contractor, or any Subcontractor, is required to or otherwise does provide under this Contract, the Statement of Work, or an Agency Order Agreement, including but not limited to installation, implementation, integration, field support, and incident response.

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“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 28.

“Stop Work Order” has the meaning set forth in Section 20.

“Subcontractor” means any Person with whom Contractor contracts with to provide Services or Deliverables, including manufacturers, publishers, suppliers and material providers.

“Term” has the meaning set forth in the preamble.

“Transition Period” has the meaning set forth in Section 23.

“Transition Responsibilities” has the meaning set forth in Section 23.

“Unauthorized Removal” has the meaning set forth in Section 7.d.ii.

“Unauthorized Removal Credit” has the meaning set forth in Section 7.d.iii.

2. Ordering. Once an Agency has entered into an Agency Order Agreement, the Agency Program Coordinator will order Services and Deliverables via Contractor’s web portal. THE TERMS AND

CONDITIONS OF THIS CONTRACT WILL APPLY AT ALL TIMES TO AGENCY ORDER

AGREEMENTS.

3. Invoicing. Invoicing requirements are set forth in the Statement of Work. THE TERMS AND

CONDITIONS OF THIS CONTRACT WILL APPLY AT ALL TIMES TO ANY INVOICES.

4. Delivery. Delivery requirements are set forth in the Statement of Work.

5. Risk of Loss. Until final acceptance, and risk of loss or damage to equipment Deliverables remains with

Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the equipment Deliverables, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming equipment Deliverables remains with Contractor. Rejected equipment Deliverables not removed by Contractor within ten (10) calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected equipment Deliverables.

6. Maintenance, Support and Warranty. Contractor’s maintenance, support and product warranty obligations are set forth in the Contract and Statement of Work.

7. Performance of Services. Contractor, and all Subcontractors will provide all Services and Deliverables in a timely, professional and workmanlike manner and in accordance with the terms, conditions, and specifications set forth in this Contract, the Statement of Work, and any applicable Agency Order Agreement.

a. State Standards

i. The Contractor and all Subcontractors must adhere to all applicable existing standards as described within the comprehensive listing of the State’s existing technology standards at http://www.michigan.gov/dmb/0,4568,7-150-56355- 108233--,00.html http://www.michigan.gov/dmb/0,4568,7-150-56355-108233--,00.html http://www.michigan.gov/dmb/0,4568,7-150-56355-108233--,00.html

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ii. To the extent that Contractor or any Subcontractor has access to the State’s computer system, Contractor or Subcontractor must comply with the State’s Acceptable Use Policy, see http://www.michigan.gov//dtmb/0,4568,7-150- 56355_56579_56755---,00.html. All Contractor and Subcontractor personnel will be required, in writing, to agree to the State’s Acceptable Use Policy before accessing the State’s system. The State reserves the right to terminate Contractor’s or Subcontractor’s access to the State’s system if a violation occurs.

b. Contractor Personnel

i. Contractor is solely responsible for all Contractor personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

ii. Prior to any Contractor personnel performing any Services, Contractor will:

1. ensure that such Contractor personnel have the legal right to work in the United States; and

2. require such Contractor personnel to execute written agreements that bind such Contractor personnel to confidentiality provisions that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract.

iii. Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to Contractor in writing, including security procedures concerning systems and data and remote access, building security procedures, including the restriction of access by the State to certain areas of its premises or systems, and general health and safety practices and procedures.

iv. The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

c. Background Checks. Upon request of an Agency, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the Agency and documentation must be provided as requested.

Contractor is responsible for all costs associated with the requested background checks. The Agency, in its sole discretion, may also perform background checks.

d. Contractor’s Key Personnel

i. The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Contract Administrator, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval; provided however that the State has no control over whether http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html

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Contractor employs or continues to employ the individual. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

ii. Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment, or internal promotion by the vendor of the individual provided that Contractor completes its transition responsibilities related to the replacement of Key Personnel. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 21.

iii. It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal.

Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 21, Contractor will issue to the State the corresponding credits as set forth in Schedule A, the Statement of Work, Section 10 (each, an “Unauthorized Removal Credit”)

iv. Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection iii above is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate.

8. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier;

(b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Valerie Hiltz 525 W. Allegan St, 1st Flr, NE PO Box 30026 Lansing, MI 48913 hiltzv@michigan.gov 517-249-0459

Carol Bertrand 25800 Northwestern Highway Suite 950 Southfield, MI 48075 Carol.Bertrand@Ricoh-USA.com 248-909-2059

9. Contract Administrators. The following individuals are each party’s Contract Administrator:

State: Contractor:

Valerie Hiltz 525 W. Allegan St, 1st Flr, NE PO Box 30026 Lansing, MI 48913 hiltzv@michigan.gov 517-249-0459

Carol Bertrand 25800 Northwestern Highway Suite 950 Southfield, MI 48075 Carol.Bertrand@Ricoh-USA.com 248-909-2059

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10. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State;

and (c) be provided by an company with an A.M. Best rating of "A" or better and a financial size of VII or better.

Insurance Type Additional Requirements Commercial General Liability Insurance

Minimal Limits:

$1,000,000 Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to include “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 0; or equivalent as approved by the State.

Umbrella or Excess Liability Insurance

Minimal Limits:

$10,000,000 General Aggregate

Contractor must have their policy endorsed to include “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; or equivalent as approved by the State.

Automobile Liability Insurance

$1,000,000 Per Occurrence

Contractor must have their policy: (1) endorsed to include “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimal Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease.

Privacy and Security Liability (Cyber Liability) Insurance

$3,000,000 per Claim $3,000,000 Annual Aggregate

Contractor must have their policy: (1) endorsed to include “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) cover information security and privacy liability, privacy notification costs, regulatory defense

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Professional Liability (Errors and Omissions) Insurance

Minimal Limits:

$3,000,000 per Claim $3,000,000 Annual Aggregate

Deductible Maximum:

$250,000 Per Loss

If any of the required policies provide claim-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Services; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Services;

and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation (b) require that subcontractors maintain the required insurances contained in this Section; and (c) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver. Contractor agrees that its insurance policies and certificates shall contain standard cancellation language. Should any of the policies be cancelled prior to the expiration thereof, notification shall be provided in accordance with policy provisions and by Contractor’s insurance broker.

This Section is not intended to and is not be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

11. Administrative Fee and Reporting. Contractor must pay an administrative fee of .5% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made by check payable to the State of Michigan and mailed to:

Department of Technology, Management and Budget Financial Services – Cashier Unit Lewis Cass Building 320 South Walnut St.

P.O. Box 30681 Lansing, MI 48909

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to DTMB- Procurement.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

12. Reserved.

13. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract.

Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s

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14. Intellectual Property Rights.

a. Reports. As to any Reports, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in such Reports and all associated Intellectual Property Rights, if any. Such Reports are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Reports and related Intellectual Property Rights do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Reports, including all Intellectual Property Rights therein

b. Non-Report Deliverables. Intellectual Property Rights with respect to non-Report Deliverables will be governed by the individual license agreement that pertain to that particular Deliverable.

15. Assignment. Contractor may not assign this Contract to any other party without the prior written approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party.

16. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

17. Acceptance. Services and Deliverables are subject to inspection and testing by the State in accordance with the Statement of Work and any applicable Agency Order Agreement.

18. Terms of Payment. All undisputed amounts are payable within 45 days of the State’s receipt of a valid invoice. Contractor may only charge for Services and Deliverables performed as specified in the Statement of Work or the applicable Agency Order Agreement. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services and Deliverables purchased under this Contract are for the State’s exclusive use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time.

Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Services or Deliverables. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

Contractor must register with the State to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

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Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor.

19. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in the Statement of Work.

20. Stop Work Order. The State may suspend any or all Services under the Contract at any time. The State will provide Contractor, or Subcontractor if applicable, a written stop work order detailing the suspension.

Contractor, or Subcontractor if applicable, must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract. With the exception of minimum monthly lease charges, the State will not pay for any Services or Deliverables, Contractor’s lost profits, or any additional compensation during a stop work period. Notwithstanding the foregoing, the State will not pay minimum monthly lease charges during a stop work period if the Stop Work Order results from equipment failure, non-appropriation, or negative appropriation. If this Contract is terminated, the handling of remaining lease charges are addressed in Section 21, if the State terminates the Contract for Cause, or Section 22, if the State terminates the Contract for Convenience.

21. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the security of any State location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations under this Contract, and fails to cure such breach within thirty (30) calendar days. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform in accordance with Section 23, Transition Responsibilities. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 22, Termination for Convenience.

The State will only pay for amounts due to Contractor for Services and Deliverables accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Services and Deliverables from other sources.

In the event the Contract is terminated for Cause prior to meeting the State’s lease obligations for the full term, the State will not pay termination charges assessed by the Contractor.

22. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason with fifteen (15) days prior written notice (except in the case of non-appropriation or negative appropriation), including but not limited to, appropriation or budget shortfalls.

The termination notice will specify whether Contractor must: (a) cease performance of the Services immediately, or (b) continue to perform the Services in accordance with Section 23, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

Except in the case of termination for non-appropriation or negative appropriation, in the event the Contract is Terminated for Convenience prior to meeting the State’s lease obligations for the full term, the State will pay termination charges assessed by the Contractor, which will be no greater than the remaining stream of lease payments.

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23. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 180 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Services at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance the Services to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed Deliverables prepared under…