2 17.06.28 Sharp PA_Redacted.pdf

11/23/15 Sharp Website to Wisconsin-Specific Information http://www.sharpgov.com/naspo/Home/tabid/2505/Default.aspx http://www.sharpgov.com/naspo/Home/tabid/2505/Default.aspx

AUTHORIZED ORDER FULFILLMENT:

APPLETON APPLETON EAU CLAIRE

THE OFFICE TECHNOLOGY GROUP, INC. MARCO, INC. MARCO, INC.

731 W Glendale Avenue 3000 N Pointer Road 101 North Farwell St., Suite 202

APPLETON, WI 54914 APPLETON, WI 54911 EAU CLAIRE, WI 54703

414-475-0522 920-257-2021 715-833-8040

GREEN BAY LA CROSSE LA CROSSE

MARCO, INC. MARCO, INC. OFFICE SOLUTIONS-USA, INC.

2920 Walker Drive 5136 Mormon Coulee Road 312 Third Street South

GREEN BAY, WI 54311 LA CROSSE, WI 54601 LA CROSSE, WI 54601

920-430-1117 608-784-0545 608-782-0999

MADISON MILWAUKEE NEW BERLIN

MARCO, INC. THE OFFICE TECHNOLOGY GROUP, INC. WISCONSIN IMAGING SOLUTIONS

2744 Agriculture Drive 8858 West Schlinger Avenue 17020 W Glendale Drive

MADISON, WI 53718 MILWAUKEE, WI 53214 NEW BERLIN, WI 53151

608-834-4710 414-475-0522 262-784-5000

SUPERIOR WAUSAU WESTBY

TRI STATE BUSINESS SYSTEMS, INC. MARCO, INC. OFFICE SOLUTIONS-USA, INC.

2829 Banks Avenue 4405 Stewart Avenue 123 Swiggum Road

SUPERIOR, WI 54880 WAUSAU, WI 54401 WESTBY, WI 54667

715-392-6221 715-393-4059 608-634-6811

DUBUQUE, IOWA GRAYSLAKE, ILLINOIS BURNSVILLE, MINNESOTA

MIDWEST BUSINESS PRODUCTS HASEN ASSOCIATES, INC. COORDINATED BUSINESS SYSTEMS, INC.

4370 Dodge Street 888 E Belvidere Road, Suite 312 851 W. 128th Street

DUBUQUE, IA 52003 GRAYSLAKE, IL 60030 BURNSVILLE, MN 55337

563-556-8736 847-986-3500 952-894-9460

DULUTH, MINNESOTA SAINT CLOUD, MINNESOTA

INTEGRATED OFFICE SOLUTIONS, INC. MARCO, INC.

1915 W. 1st Street 4510 Heatherwood Road

DULUTH, MN 55806 SAINT CLOUD, MN 56301

218-722-3111 320-259-3098

State of Wisconsin Authorized Dealer Listing updated 6/26/17

All invoices, including those for consultation and service needs, for the Order Fulfillment Dealer Locations listed below will only be issued by Sharp Electronics Corporation c/o your Sharp Authorized Dealer and payment, therefore, shall be made only to Sharp Electronics Corporation. Contact an Authrorized Sharp dealer below for a system consultation and your service needs.

State of Wisconsin Authorized Dealer Listing updated 6/26/17

ORDERING ADDRESS:

RHYME BUSINESS PRODUCTS, INC.

N6832 Hwy 51 South PO Box 338

PORTAGE, WI 53901

800-362-4333 Fax: 608-742-7517

Sales Inquiries:

Hogan Hughey Email: hhughey@rhymebiz.com

Order Processing Inquiries:

Tara Ashley Email: tashley@rhymebiz.com

BRANCH LOCATIONS:

BROOKFIELD GREEN BAY JANESVILLE

RHYME BUSINESS PRODUCTS, INC. RHYME BUSINESS PRODUCTS, INC. RHYME BUSINESS PRODUCTS, INC.

330 South Executive Drive 1610 Cornell Road 101 E Milwaukee St, Suite #203

BROOKFIELD, WI 53005 GREEN BAY, WI 54313 JANESVILLE, WI 53545

800-362-4333 920-434-5983 800-362-4333

MADISON OSHKOSH PORTAGE

RHYME BUSINESS PRODUCTS, INC. RHYME BUSINESS PRODUCTS, INC. RHYME BUSINESS PRODUCTS, INC.

200 s. Orange Street 641 N Main Street N6832 Hwy 51 South

MADISON, WI 53718 OSHKOSH, WI 54901 PORTAGE, WI 53901

800-362-4333 800-362-4333 800-362-4333

RICHLAND CENTER SHEBOYGAN WAUSAU

RHYME BUSINESS PRODUCTS, INC. RHYME BUSINESS PRODUCTS, INC. RHYME BUSINESS PRODUCTS, INC.

156 E Court Street 915 N 8th Street 2600 Rib Mountain Drive

RICHLAND CENTER, WI 53581 SHEBOYGAN, WI 53081 WAUSAU, WI 54401

800-362-4333 800-362-4333 800-362-4333

ORDERING ADDRESS:

GORDON FLESCH

2675 Research Park Drive

MADISON, WI 53711

608-441-6222 Fax: 608-441-1807

Sales & Billing Inquiries:

Jill James, Account Executive - State & University Accounts Email: Jjames@gflesch.com Cell: 608-341-8536

BRANCH LOCATIONS:

APPLETON MILWAUKEE (WEST ALLIS)

GORDON FLESCH COMPANY GORDON FLESCH COMPANY

1110 West Kennedy Avenue 11021 W Lincoln Avenue

KIMBERLY, WI 54136 WEST ALLIS, WI 53227

920-757-2700 414-321-8844

AUTHORIZED ORDER FULFILMENT AND BILLING:

These instructions only apply to Rhyme Business Products and Gordon Flesch. All invoices, including those for consultation and service needs, for the Authorized Order Fulfillment and Billing Dealer Locations listed below can be issued to the Dealer and payment therefore, can be made to your Dealer. Any Orders made prior to 6/7/2017 to Rhyme Business Products or prior to 6/26/2017 to Gordon Flesch do not require changes. Also, please contact an Authrorized Sharp dealer below for a system consultation and your service needs.

PARTICIPATING ADDENDUM to

WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION

COPIERS, PRINTERS & RELATED DEVICES 14-19

MASTER AGREEMENT (Nevada RFP 3091) Administrated by the State of Nevada (hereinafter “Lead State”)

Between

Sharp Electronics Corporation

(hereinafter “Contractor” and “Sharp”)

And

State of Wisconsin

(hereinafter “Participating State”)

505ENT-M15-MFDCOPIER-03

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).

Purchases under Group C (Wide Format Copiers), Group D (Printers), Group E (Digital

Duplicator), Group F (Scanners) and professional technical services 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 Sharp or its authorized resellers/dealers authorized under this

WSCA agreement.

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.

COPIERS, PRINTERS & RELATED DEVICES 14-19

(hereinafter “Contractor” and “Sharp”)

And

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 is included as form DOA-3333.

d. The Spend/Usage Report template is set forth as Exhibit C.

4. Lease and Rental Terms.

a. 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.

b. Lease Terms. Capital Leases, Fair Market Value Leases and Operational Leases will be subject to the terms and conditions set forth in this Participating Addendum. A

Purchasing Entity may lease Products under 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.

c. 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.

d. 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

COPIERS, PRINTERS & RELATED DEVICES 14-19

(hereinafter “Contractor” and “Sharp”)

And 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.

e. Termination and Cancellation Charges.

1. Leases and Rentals may be subject to 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, the termination charges shall not exceed the balance of the remaining lease payments.

5. With respect to cancellation of a service contract, whether on a leased or purchased system, the parties agree that such termination charges may not exceed more than two (2) months service and supply base 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. The Contractor may assess a fee of no more than four (4) monthly lease/rental payments that do not to include service or supply base commitments for the cancellation of a cancellable rental.

f. 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.

COPIERS, PRINTERS & RELATED DEVICES 14-19

(hereinafter “Contractor” and “Sharp”)

And

g. 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 Sharp Electronics, Craig Pulver, Government Account

Executive

Address One Sharp Plaza Suite 1, Mahwah, NJ 07495

Telephone 201-529-8200 602-300-0962

Fax 201-529-9454

E-mail pulverc@sharpsec.com

Participating State

Name Brenda Derge, CPPO, CPPB

Address 101 East Wilson St., P.O. Box 7867, Madison, WI 53707

Telephone 608-266-8613

Fax 608-267-0600

E-mail brenda.derge@wisconsin.gov

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

Agreement and this Participating Addendum.

mailto:pulverc@sharpsec.com

COPIERS, PRINTERS & RELATED DEVICES 14-19

(hereinafter “Contractor” and “Sharp”)

And

Each such Authorized Dealer shall be deemed to be the “Contractor” under the

Participating Addendum with respect to a 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 Sharp 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 Sharp 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. Order Instructions. In addition to Section 21 of the Master Agreement, the following applies to

Orders. Contractor shall not require Purchasing Entity to sign a separate Lease Agreement. All

Lease Agreement 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 Sharp Electronics Corporation or the Authorized Dealers as approved by Sharp 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-03.

To the extent Buyer 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.

COPIERS, PRINTERS & RELATED DEVICES 14-19

(hereinafter “Contractor” and “Sharp”)

And

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.

COPIERS, PRINTERS & RELATED DEVICES 14-19

(hereinafter “Contractor” and “Sharp”)

And

For Sharp Electronics Corporation Orders:

Address Purchase Orders to: Purchases Remit Payment to: Leases Remit Payment to:

Sharp Electronics Corp c/o Local Dealer

1 Sharp Plaza, Box Q

Mahwah, NJ 07495-1163

Sharp Electronics Corp

DEPT. LA 21173

Pasadena, CA 91185-1173

Sharp Leasing USA Corp

DEPT CH 14272

Palatine, IL 60055-4272

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 B.

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-03 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 to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits, shall not be added to or incorporated into this Participating

Addendum or the Master Agreement and its exhibits, by any subsequent Order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected unless accepted in writing by both Purchasing Entity and Contractor. The

PARTICIPATING ADDENDUM

COPIERS, PRINTERS & RELATED DEVICES 14-19

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

Exhibit A - Sharp Electronics Corporation

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

“Sharp Electronics Corporation” or “Sharp” 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 a 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 Financing Agreements.

a. Contractor third party financing agreements between the Purchasing Entity and any third party (a “Finance Lease Agreement”) will not be allowed under this

Participating Addendum unless it has met compliance of the Purchasing Entity’s applicable fiscal and purchasing rules and/or policies.

b. Purchasing Entity is cautioned that Finance Lease Agreement terms and conditions have not been reviewed by the Participating State. Purchasing Entity may finance their purchase with proper and legal authority to enter into a Finance Lease

Agreement.

c. Any Finance 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. Any such Finance Lease Agreement must be entered into prior to the Participating Addendum expiration. Any Finance Lease

Agreement 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. 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 in writing prior to hard drive handling what the Purchasing Entity needs are. Encryption requirements will be dictated by the Customer.

a. Hard Drive Erasure. 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 no 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 $150 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.

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 $500 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. An additional hard drive erasure fee will not be assessed if the hard drive removal and hard drive erasure service was performed. If the Purchasing Entity elects to have the hard drive removed and does not want to retain the hard drive, the Contractor shall destroy the hard drive at no additional cost to the hard drive replacement fee.

12. If desired, Purchasing Entity may engage Contractor to perform the following hard drive services, and the Order shall detail the service:

a. Hard Drive Surrender Service. Under this option, a Contractor service technician can 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. There is no cost to the Purchasing Entity if a hard drive replacement fee was charged to the Purchasing Entity. If no hard drive replacement fee was charged to the Purchasing Entity, the cost for the Hard Drive

Surrender Services is $100 per device. Under no circumstances will the Purchasing

Entity pay for both the hard drive replacement fee and the Hard Drive Surrender

Service for the same Product.

The Purchasing Entity and Contractor shall agree prior to hard drive handling what the

Purchasing Entity needs are.

13. Pricing.

a. Purchasing Entities may negotiate any of the purchase, lease, and rental 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.

14. Trial or Demonstration of Device or Equipment. In addition to Section 3.3.12 of the solicitation, a written agreement between the Purchasing Entity and the Contractor shall occur prior to any trial or demonstration.

15. 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.

16. 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. Reports must include the reporting listed in 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.

17. 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.

18. 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.

19. 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 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

20. Risk of Loss or Damage. The Participating State, 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 Participating State, 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.

Participating State will maintain All-Risk Property Insurance, whether through self-insurance or otherwise, to insure the installed owned, leased, or rental Products for physical loss or damage at replacement value. Purchasing Entity must notify Contractor in writing immediately of any loss.

21. 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.

22. 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.

23. 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 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. If Contractor and Indemnified Party determines that none of these alternatives is reasonable available or acceptable, 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 equal to the

Indemnified Party’s full investment paid to the Contractor provided the Indemnified

Party has followed generally-accepted accounting principles. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual

Property Claim. 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.”

24. 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.

25. 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.

26. 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.

27. 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.

28. 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 Generally Accepted Accounting

Procedures (GAAP). 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 confidential information not covered under public records access and pertaining to the invoice in question

29. Examination of Records; Audit Rights. The Participating State shall at any time during normal business hours, upon thirty (30) days prior written notice, have access to and the right to examine on Contractor's premises, any of the Contractor’s records and computer data storage media involving transactions 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. 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 Contractor 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.

30. 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.

31. Promotional Advertising; News Releases. Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this Participating

Addendum shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this Participating Addendum shall not be made without prior written authorization of the contracting agency.

32. Material Safety Data Sheet. If any item(s) on an Order(s) is a hazardous chemical, as defined under 29CFR 1910.1200. The Purchasing Entity can find the applicable MSDS sheets at the following Contractor website: http://www.sharp-world.com/corporate/eco/env-info/sds/us/index.html.

The location of the MDS sheets shall be provided to each Purchasing Entity by the

Contractor when the Purchasing Entity is unable to locate information on the website. The

Purchasing Entity may request a hard copy from the Contractor at any time and the

Contractor must provide a copy of the applicable Material Safety Data Sheet(s).

33. Safety Requirements. All materials, equipment, and supplies provided under this

Participating Addendum must comply fully with all safety requirements as set forth by the

Wisconsin Administrative Code and all applicable Occupational Safety and Health

Standards.

34. Payment Terms and Invoicing. The Contractor shall accept credit card purchases with no additional cost for such payment method.

A properly submitted invoice is an invoice presented for payment must be submitted in accordance with instructions contained on the Order including reference to Order number and submittal to the correct address for processing.

The Participating State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.