Konica PA - Exhibit A NJSSTCs and Exhibit B Master Agreement and Attachments.pdf

STATE OF NEW JERSEY

PARTICIPATING ADDENDUM

Pursuant to NASPO ValuePoint Master Agreement for Multi-Function Devices and Related Software, Services and Cloud

Solutions MASTER AGREEMENT #187962, Solicitation# RFP-NP-23-001

This Participating Addendum is made by and between, Konica Minolta Business Solutions USA, Inc., whose address is 100 Williams Drive, Ramsey, New Jersey 07446 (“Contractor”), and the State of New Jersey, Department of the Treasury, Division of Purchase and Property (“State”) whose address is 33 West State Street, 8th Floor, P.O. Box 039, Trenton, New Jersey 08625, on behalf of the State of New Jersey and all “Authorized Purchasers”, as defined below.

For clarification of references throughout this document, the term “State,” in any form, refers to the State and any Authorized Purchaser, unless otherwise indicated. Capitalized terms used but not defined shall have the meaning ascribed to them in the Master Agreement.

WHEREAS, pursuant to N.J.S.A. 52:34-6.2, the Director of the Division of Purchase and Property (“Director”), within the New Jersey Department of the Treasury (“Division”) “may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services;” and

WHEREAS, the State of Colorado (“Lead State”) and Contractor have entered into Master Agreement # 187962 (the “Master Agreement”) in accordance with the State of Colorado Solicitation # RFP-NP-23-001 (the “Solicitation”) for Multi-Function Devices and Related Software, Services and Cloud Solutions; and

WHEREAS, the Director has determined that entering into a Participating Addendum with Contractor is the most cost effective method of procuring these products and services, and that it is in the best interest of the State to enter into a Participating Addendum with Contractor; and

WHEREAS, the Parties seek to enter into this Participating Addendum to memorialize the terms of their contractual relationship;

NOW THEREFORE, for good and valuable consideration, receipt of which hereby acknowledged, the Parties to this Participating Addendum hereby agree as follows:

1.0 Term and Extension Option; Order of Precedence; Entire Agreement:

A. The term of this Participating Addendum shall be effective from the Effective Date, which is the last date signed below, and shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum is terminated in accordance with the Master Agreement or this Participating Addendum, whichever shall occur first.

B. The entire agreement, and all rights and obligations between the Parties, shall consist of the following documents

(which shall be collectively referred to as the “New Jersey Participating Addendum”):

1. This Participating Addendum;

2. The State of New Jersey Standard Terms and Conditions, attached hereto as Exhibit A;

3. The Master Agreement, including its attachments and exhibits, attached hereto as Exhibit B;

4. The Solicitation, incorporated herein by reference as Exhibit C;

5. The Contractor’s Response to the Solicitation, incorporated herein by reference as Exhibit D;

6. Future order specific documents, in the following order:

a. A Purchase Order issued by an Authorized Purchaser against the New Jersey Participating Addendum;

b. A Contractor supplied Statement of Work as applicable, approved in writing by the Authorized Purchaser;

c. As applicable, Konica Standard Maintenance Terms and Conditions Schedule, KMBS Warranty Customer One Guarantee, KMBS MPS Site Agreement, KMBS SSD Disposal Options, Konica Solutions Support Customer Expectation Guide, Konica Sample MPS Statement of Work, Konica Equipment Removal Authorization Form, and associated Price Lists, as amended herein, each of which shall be subject to the terms and conditions of this Participating Addendum and the State of New Jersey Standard Terms and Conditions.

Notwithstanding the above, the documents listed below are not a part of the New Jersey Participating Addendum.

Konica Minolta will offer leasing in-house, via a purchase order that references both this New Jersey Participating Addendum, as well as the NASPO VP contract # 187962. The excluded documents are as follows:

1. KMBS Master Lease Agreement

2. KMBS Master Premier Advantage Lease Schedule with Maintenance

3. KMBS Master Premier Lease Schedule without Maintenance

Docusign Envelope ID: 2B7D3733-B93A-4E00-BE05-B1CA11B485EA

The documents comprising the New Jersey Participating Addendum shall be read to be consistent and complimentary. In the event of any conflict between the terms of the documents comprising the New Jersey Participating Addendum, the conflict shall be resolved by giving priority to the documents in the order listed above.

C. The New Jersey Participating Addendum sets forth the entire agreement between the Parties and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

D. Terms and conditions inconsistent with, contrary to, or in addition to the terms and conditions of this New Jersey Participating Addendum, shall not be added to or incorporated into this New Jersey Participating Addendum or the Master Agreement by any subsequent Purchase Order, Statement of Work document or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected.

E. Amendments – This New Jersey Participating Addendum may not be amended except in a writing signed by both

Parties.

F. Any external documentation incorporated by reference within any of the documents comprising this New Jersey Participating Addendum, including, without limitation, URL hyperlink, click-through, shrink-wrap, software license agreements, service level agreements, technical reference manuals, technical support policies, copyright notices, additional license terms, etc., and any subsequent changes thereto, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference within any of the documents comprising the New Jersey Participating Addendum may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.

2.0 Scope of Services:

A. The scope of products and services that may be purchased by Authorized Purchasers shall be those products and service offerings awarded under the Master Agreement, subject to restrictions set forth below:

1. Primary and Ancillary Product and Service Restrictions and Exceptions:

a. Group G – Only Software necessary for the basic functionality, including usage metering, of any purchased or leased device shall be made available to Authorized Purchasers. Other Software shall not be made available under this New Jersey Participating Addendum.

i. Exception: Ancillary Product and Service Offering Sub-Group C2 – Industrial Print Equipment, and any software required for use of same, shall be made available to all Authorized Purchasers.

ii. Exception: Ancillary Product and Service Offering Sub-Group D1 – Specialty Printers, and any software required for use of same, shall be made available to all Authorized Purchasers.

b. Sub-Group G1 – Software Related Services, as listed in Section II(B)(1)(1.1), of Exhibit A of the Master Agreement, shall not be made available to Authorized Purchasers.

2. Open Market Items (termed “Not Specifically Priced”), as listed in Section II(B)(3) of Exhibit A of the

Master Agreement, shall not be made available to Authorized Purchasers under this New Jersey Participating Addendum.

3. Emerging Technologies, as listed in Section II(B)(4) of Exhibit A of the Master Agreement, shall not be made available to Authorized Purchasers under this New Jersey Participating Addendum.

4. Any reduction in the scope of work for any deliverable may lead to an adjusted contract price, such adjusted contract price will be agreed upon mutually by the Contractor and the Authorized Purchaser.

5. Remanufactured/Refurbished and "Like New" Equipment shall not be made available for purchase to Authorized Purchasers under this New Jersey Participating Addendum.

B. Instructions, as well as other restrictions or limitations regarding use of this New Jersey Participating Addendum, will be set forth in the Method of Operation, which may be amended from time to time, and which shall be posted on the State’s website.

C. Authorized Purchasers as defined in Section 3.0 below, may finance their purchase, if permitted under applicable law. If financing is through a lease agreement, that agreement is separate from this New Jersey Participating Addendum and is between the Contractor and the respective Authorized Purchaser only.

3.0 Definitions

“Authorized Purchasers” under this New Jersey Participating Addendum shall mean:

1. Any government agency, department, office, instrumentality, division, unit or other entity of the Executive Branch of the State;

2. Any county, borough, city, municipality, town, township, special purpose district, or other political subdivision of the State;

3. Quasi-state agencies as defined in N.J.S.A. 52:27B-56.1 as well as any agency, commission, board, authority or other such governmental entity which is established and is allocated to a State department or any bi-state governmental entity of which the State of New Jersey is a member;

4. School districts per N.J.S.A. 52:25-16.1;

5. Volunteer fire departments, volunteer first aid squads and rescue squads per N.J.S.A. 52:25-16.2; and

6. Independent institutions of higher education per N.J.S.A. 52:25-16.5;

7. County colleges per N.J.S.A. 18A:64A-25.9;

8. State colleges per N.J.S.A. 18A:64-60; or

9. Any legal successor in interest to any entity above.

“End User” means the user of the Contractor’s solution.

“Purchase Order” shall mean a written order, submitted via NJSTART or otherwise, received by the Contractor from an Authorized Purchaser, defining the Devices and/or Services to be provided by the Contractor, and referencing the NASPO ValuePoint Master Agreement and this New Jersey Participating Addendum.

3.1 Personally Identifiable Information (PII), Sensitive Information, and State Data Definitions The term “Personally Identifiable Information” or “PII,” as defined by the U.S. Department of Commerce, National Institute of Standards and Technology, means any information about an individual maintained by an agency, including

(1) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information, The term “State Data” means all data and metadata created or in any way originating with the State, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the State, whether such data or output is stored on the State’s hardware, the Contractor’s hardware or exists in any system owned, maintained or otherwise controlled by the State or by the Contractor, its employees, subcontractors, agents and/or affiliates. State Data includes Personal Data and Non-Public Data

The term “Personal Data” means:

a. “Personal Information” as defined in N.J.S.A. 56:8-161, means an individual’s first name or first initial and last name linked with any one or more of the following data elements: (1) Social Security number,

(2) driver’s license number or State identification card number or (3) account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account. Dissociated data that, if linked would constitute Personal Information is Personal Information if the means to link the dissociated were accessed in connection with access to the dissociated data. Personal Information shall not include publicly available information that is lawfully made available to the general public from federal, state or local government records, or widely distributed media.

b. Data, either alone or in combination with other data, that includes information relating to an individual that identifies the person or entity by name, identifying number, mark or description that can be readily associated with a particular individual and which is not a public record, including but not limited to, Personally Identifiable Information (PII); government-issued identification numbers (e.g., Social Security, driver’s license, passport); Protected Health Information (PHI) as that term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164; and Education Records, as that term is defined in the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g.

The term “Non-Public Data” means data, other than Personal Data, that is not subject to distribution to the public as public information. Non-Public Data is data that is identified by the State as non-public information or otherwise deemed to be sensitive and confidential by the State because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.

The term “Sensitive Information,” as used in the Master Agreement, shall include any PII and/or State Data obtained by the Contractor or present on any Devices, that are the subject of this New Jersey Participating Addendum, that are purchased, leased, or rented pursuant to this New Jersey Participating Addendum.

4.0 Modifications to the Terms of the Master Agreement

A. General Modifications

a. To the extent the documents comprising the New Jersey Participating Addendum include payment terms that are inconsistent with the Prompt Payment Act (N.J.S.A. 52:32-32 et seq.), those terms are hereby revised. All payments due from the State or other Authorized Purchasers shall be made in accordance with the Prompt Payment Act, and shall be due no sooner than 60 calendar days from the receipt of a properly executed State invoice, or 60 calendar days from the receipt of goods or services, whichever is later.

b. To the extent the documents comprising the New Jersey Participating Addendum require the State to defend, indemnify and/or hold harmless the Contractor, those provisions are hereby deleted. Any and all claims against the State are governed by, and must be made in accordance with, the Tort Claims Act (N.J.S.A. 59: 1-1 et seq.) and/or the Contractual Liability Act (N.J.S.A. 59: 13-1 et seq.)

and are subject to Section 5.21 of the New Jersey Standard Terms and Conditions.

c. To the extent the documents comprising the New Jersey Participating Addendum give the Contractor sole control over defense and/or settlement of claims against the State, those provisions are hereby deleted. In lieu thereof, the State agrees to: (1) promptly notify Contractor in writing of the claim; and

(2) provide reasonable assistance to Contractor in defending or settling the claim, including the selection of attorneys. The Contractor agrees that: (1) the State must consent to any settlement of an alleged claim, which consent shall not be unreasonably withheld; (2) the State may observe the proceeding and confer with Contractor at its own expense; and (3) the State retains the right to take over its defense, at its own cost, upon reasonable notice to Contractor. Notwithstanding item (3) herein, in accordance with Section XII.12.2.3 of the Master Agreement, if the Contractor fails to pursue the defense or settlement of an Intellectual Property Claim, as that term is defined in the Master Agreement, the State may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the State in the pursuit of the Intellectual Property Claim.

d. To the extent the documents comprising the New Jersey Participating Addendum contain provisions requiring the State keep certain records confidential, the Contractor acknowledges and agrees that documents comprising the New Jersey Participating Addendum are subject to the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq., (“OPRA”), the New Jersey common law right to know (together with OPRA, the “Public Records Laws”), and any other lawful document request or subpoena. Section 5.23 of the State of New Jersey Standard Terms and Conditions shall control the State’s obligations with respect to any request for the Contractor’s confidential information.

e. To the extent the documents comprising the New Jersey Participating Addendum require the State to pay personal property taxes, state sales and use taxes, federal excise taxes, assessments, or other governmental charges, those provisions are deleted. Fines or penalties incurred by the State shall be paid by the State.

f. The attachments to the Master Agreement listed below shall apply for all types of transactions:

i. Warranty

1. Attachment 8 – KMBS Warranty Customer One Guarantee

2. Attachment 14 – Konica Customer Expectation Guide Solutions Support

g. The attachments to the Master Agreement listed below shall apply for the types of transactions indicated:

i. Maintenance

1. Attachment 4 – Konica Standard Maintenance Terms and Conditions, as revised below in Section 4.0 C.

ii. Managed Services

1. Attachment 9 – KMBS MPS Site Agreement (Not revised below)

iii. Disposal Service

1. Attachment 12 – KMBS SSD Disposal Options (Not revised below)

iv. Equipment Removal

1. Attachment 16 – Konica Equipment Removal Authorization Form (Not revised below)

h. No Authorized Purchasers, as that term is defined herein, shall enter into any of the following transaction types. Accordingly, the attachments to the Master Agreement listed below are not part of this New Jersey Participating Addendum:

i. Software License Installment Payment Agreement

1. Attachment 5 – KMBS MIPA Agreement

2. Attachment 6 – KMBS MIPA Schedule

ii. Enterprise Content Management

1. Attachment 10 – KMBS ECM Hosting Statement of Work

2. Attachment 11 – KMBS ECM Software Subscription Statement of Work

i. As noted above at Section 1.0 B, Konica Minolta will offer leasing in-house, via a purchase order that references both this New Jersey Participating Addendum, as well as the NASPO VP Master Agreement #187962. Accordingly, the attachments to the Master Agreement listed below are not part of this New Jersey Participating Addendum:

i. Attachment 1 – KMBS Master Lease Agreement

ii. Attachment 2 – KMBS Master Premier Advantage Lease Schedule with Maintenance

iii. Attachment 3 – KMBS Master Premier Lease Schedule without Maintenance

B. NASPO VALUEPOINT MASTER AGREEMENT

a. MASTER AGREEMENT TERMS AND CONDITIONS

i. Section IV.4.9, Release of Information, shall be modified by adding the following:

ii. Contractor must secure written approval from the State of New Jersey prior to the release of any information, including any written correspondence, which pertains to the potential work or activities performed under the New Jersey Participating Addendum. Contractor shall not publish any Personally Identifiable Information (PII) or State Data as defined in the New Jersey Participating Addendum, Section 6.2, Payment, shall be deleted in its entirety and replaced with New Jersey Standard Terms and Conditions, Section 6.5 New Jersey Prompt Payment Act.

iii. Section VII.7.12, Ordering, shall be modified by adding the following:

Any overpayment or underpayment resulting from such estimates shall be reconciled upon a subsequent meter read.

iv. Section VIII.8.4, Software Installation, shall be deleted in its entirety and restated as follows:

Software related to the Device must be installed within ten (10) Business Days of the Device installation, or as otherwise stated in an Order. Any delays beyond ten (10) Business Days pertaining Software will be discussed and mutually agreed upon between the Authorized Purchaser and Contractor.

v. Section IX.9.4, shall be deleted in its entirety and restated as follows:

Authorized Purchaser agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within ten (10) Business Days after any Device is installed.

vi. Section IX.9.5, shall be deleted in its entirety and restated as follows:

Failure to sign the D&A or reject the Device(s) within the foregoing ten (10) day period shall be deemed as Acceptance by the Authorized Purchaser; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Authorized Purchaser in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked.

vii. Section XII.12.1 Indemnification, shall be deleted in its entirety and replaced with New Jersey Standard Terms and Conditions, Section 4.1, Indemnification.

b. EXHIBIT A – STATEMENT OF WORK

i. Section II.A.3.6, Device Standards, shall be deleted in its entirety and restated as follows:

Devices acquired by Authorized Purchasers under the New Jersey Participating Addendum must be Newly Manufactured and current.

ii. Section II.A.6.1, Remanufactured and Refurbished Equipment, deleted in its entirety and restated as follows Remanufactured or Refurbished Devices shall not be supplied to State Purchasers under the New Jersey Participating Addendum. Contractor may offer Remanufactured or Refurbished Equipment to Authorized Purchasers who are not State Purchasers as described in Section 3.0, including Political Subdivisions.

iii. Section II.A.7.1 Software, shall be deleted in its entirety and restated as follows:

Only Software necessary for the basic functionality, including usage metering, of any purchased or leased device shall be made available to Authorized Purchasers. The New Jersey Participating Addendum will supersede and control if there is conflicting language between the New Jersey Participating Addendum and any software licensing agreement.

iv. Section II.B.1 (1.1), Sub-Group G1 – Software Related Services, shall be deleted in its entirety.

v. Section II.B.3, Open Market Items, shall be deleted in its entirety.

vi. Section II.B.4.1, Emerging Technologies, shall be deleted in its entirety.

vii. Section III.F.2, Payment, shall be modified to state as follows:

The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Products, subject to the New Jersey Prompt Payment Act (N.J.S.A.

52:32-32 et seq.), or such later date as Contractor may designate. Each remaining payment will also be subject to the New Jersey Prompt Payment Act (N.J.S.A. 52:32-32 et seq.).

viii. Section III.F.5, Device Upgrade or Downgrade, shall be deleted and replaced as follows:

An Authorized Purchaser may do a Device Upgrade or Downgrade on a lease or rental at any time throughout the term of the lease or rental agreement. The Authorized Purchaser and the Contractor shall negotiate the price of the Device Upgrade or Downgrade. The total cost of a Device Downgrade may be less than the remaining stream of Device Payments.

ix. Section III.F.9.1, Default, shall be modified to state as follows:

Authorized Purchaser fails to pay any payment or other amount within the time period required by the New Jersey Prompt Payment Act (N.J.S.A. 52:32-32 et seq.);

x. Section III.F.9.2, Default, shall be deleted in its entirety;

xi. Section IV.A.2.1.d, End-User Training, shall be deleted and replaced as follows:

Contractor may offer additional on-site, one-hour training sessions for a flat rate fee.

Authorized Purchasers shall not be billed any additional charges for travel or per diem.

xii. Section IV.A.2.1.e, End-User Training, shall be deleted and replaced as follows:

Contractor must provide on-site or off-site operational training to designated Authorized Purchaser personnel, until the personnel are able to operate the Device independently.

Pricing for operational training shall be based on a flat rate fee. Authorized Purchasers shall not be billed any additional charges for travel or per diem.

xiii. Section IV.A.2.5.d, Repair Parts, shall be modified to state as follows:

Repair parts shall be new.

xiv. Section IV.A.2.6.a, Service Zones, shall be modified to state as follows:

Service Call Response Times shall be no more than Two (2) Business Days.

xv. Section IV.A.2.6.c, Service Zones, shall be deleted in its entirety.

C. Attachment 4 – Standard Maintenance Terms and Conditions

a. Section 800 – Terms of Payment, shall be deleted in its entirety.

b. Section 801 – Default, shall be deleted in its entirety.

c. Section 802 – Termination, shall be deleted in its entirety.

d. Section 900 – Entire Agreement, shall be superseded by this New Jersey Participating Addendum.

5.0 Miscellaneous

A. No Waiver - No term or provision of the New Jersey Participating Addendum shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.

B. Dispute Resolution - The State and Contractor will attempt to resolve any dispute through face-to-face (which may be virtual) negotiation with persons fully authorized to resolve the dispute or through non-binding mediation utilizing a mediator agreed to by the Parties, rather than through litigation. No formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such persons conclude, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely.

C. Arbitration or Mediation - Any provision regarding arbitration or binding mediation within the Master Agreement is deleted in its entirety.

D. Pursuant to N.J.A.C. 17:12-1B.2, notwithstanding anything to the contrary in the Master Agreement, under no circumstances will the State indemnify Contractor and any such provision in the Master Agreement shall be of no force and effect.

E. Notwithstanding anything to the contrary in the Master Agreement, the State shall not be responsible for the

Contractor’s attorney fees and/or expenses.

F. Notwithstanding anything to the contrary in the Master Agreement, the State does not agree to auto-renewal of maintenance, technical support, service fees, subscription fees or any other product or service requiring periodic renewal.

G. Early Termination Charges: Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Leases shall be subject to an early termination charge, and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Authorized Purchaser to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty five percent (25%) of the remaining Maintenance Agreement term, whichever is less.

H. Procurement Efficiency Program

1. Quarterly Sales Reporting - The Contractor shall submit a Sales Report documenting all sales made under the Participating Addendum. The Sales Report shall be submitted directly to Periscope no later than thirty

(30) calendar days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information:

a. Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter;

b. Authorized Purchaser;

c. Total of Procurement Efficiency Program Fee amount due for the reporting quarter;

d. Such other information as the State may reasonably request;

e. If no sales were made against this Participating Addendum during the reporting quarter, then a report shall be submitted showing zero sales and zero Procurement Efficiency Program Fee due; and

f. Quarterly Sales Reporting and remittance of the Procurement Efficiency Program Fee shall begin on the first calendar quarter starting after the effective date of the Participating Addendum.

2. Procurement Efficiency Program Fee - For all purchases made under this Participating Addendum, that have been invoiced, the Contractor shall remit the Procurement Efficiency Program Fee in the amount of one percent (1%) of all Purchases to Periscope acting on behalf of the State of New Jersey.

3. Remittance of the Procurement Efficiency Program Fee - On a quarterly basis, the Contractor shall remit the Procurement Efficiency Program Fee directly to Periscope no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. Failure to remit the Procurement Efficiency Program Fee timely and accurately may result in Contract termination as outlined in the “Termination of Contract” clause of the State of New Jersey Standard Terms and Conditions.

4. NJSTART Marketplace Catalog Enablement - Contractor shall cooperate with State and/or Periscope as requested to upload catalog items and pricing consistent with this Participating Addendum. Contractor shall upload catalog within (thirty) 30 calendar days of the date of execution of this Participating Addendum. Failure to cooperate will result in the Contractor’s good and/or services not being represented in the NJSTART Marketplace. The Contractor shall ensure that the catalog complies with the scope, and terms and conditions of this Participating Addendum. Any identified deviation from the Participating Addendum must be corrected immediately. Any catalog that does not comply with the scope and terms and conditions of this Participating Addendum shall be corrected and will be escalated to the Division of Purchase and Property’s Contract Compliance and Audit Unit for review and possible action.

5. Retention and Inspection of Records and Audit - The Contractor shall keep records of all sales made to all Using Agencies in sufficient detail to enable the State to determine the Procurement Efficiency Program Fee payable by the Contractor. The State and/or Periscope may examine and audit, at its own expense, Contractor’s sales records and Sales Reports for completeness and accuracy. If such examination reveals underpayment of the Procurement Efficiency Program Fee, the Contractor shall immediately pay to Periscope the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State and/or Periscope for the cost of the audit.

I. Delivery Guarantees

1. Deliveries shall be made in accordance with the terms of the Master Agreement and instructions of the Authorized Purchaser. Notwithstanding anything to the contrary in any Master Agreement, the State shall not pay shipping charges for failure to meet a minimum shipment amount.

2. In the event delivery of goods or services is not made within the number of days stipulated, the State shall be authorized to obtain the product or service from another Vendor under the M2075 contract utilizing the Method of Operation.

3. The Contractor shall be responsible for the delivery of new products in accordance with good commercial practice.

J. Dealers/Distributors

Contractor has the right to utilize authorized Dealers/Distributors (hereinafter Distributors) for direct order taking, processing, fulfillment or provisioning.

The Contractor agrees to provide a list of the Distributor(s) that will service the Contract, including the name, address and contact information for each Distributor. The Contractor will be required to submit the documents set forth in Section 6 - The State of New Jersey Mandatory Certification Requirements, for each Distributor, prior to the Distributor being permitted to perform any work on the Contract.

Distributors may be removed and/or added upon ten (10) business days’ prior written notice to the State during the term of the New Jersey Participating Addendum. The State reserves the right to remove an authorized Distributor, at its discretion for cause, not meeting established Contractor criteria under the New Jersey Participating Addendum, or where the addition, or continued use, of the entity would violate any State or federal law or regulation. If an authorized Distributor is removed for any reason, Contractor will name the alternate Distributor responsible to fulfill each pending purchase order and is responsible for any delay to the expected delivery.

K. Personally Identifiable Information (PII), Sensitive Information, and State Data

1. Data Ownership – The State is the owner of its data. Contractor shall not obtain any right, title, or interest in any of the data furnished by the State, or information derived from or based on State Data, except as required in connection with performing its duties pursuant to a purchase, rental, lease, Master Maintenance and Sale Agreement, or Enterprise Services Agreement issued by an Authorized Purchaser against this New Jersey Participating Addendum, including any required Services.

2. Data usage, storage, and protection of PII and Sensitive Information – Contractor agrees to comply with all applicable international, federal and state statutory and regulatory requirements for secure usage, storage, and protection of PII, State Data, and other Confidential Information as may be applicable, including those required by: Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996), Tax Information Security Guidelines for Federal, State, and Local Agencies (IRS Publication 1075), New Jersey State tax confidentiality statute, the New Jersey Privacy Notice found at NJ.gov, N.J.S.A. § 54:50-8, New Jersey Identity Theft Prevention Act, N.J.S.A. § 56:11-44 et.

seq., the federal Drivers’ Privacy Protection Act of 1994, Pub.L.103-322, and the confidentiality requirements of N.J.S.A. § 39:2-3.4. Contractor shall also conform to The Payment Card Industry Data Security Standard (PCI DSS), where applicable.

3. Security – Contractor agrees to take appropriate administrative, technical and physical safeguards reasonably designed to protect the security, privacy, confidentiality, and integrity of user information.

Contractor shall ensure that PII and other Sensitive Information is secured and encrypted during transmission or at rest using encryption algorithms that are recommended, approved or validated by the National Institute of Standards and Technology (“NIST”).

4. Data Transmission – The Contractor shall only transmit or exchange State of New Jersey data with other parties when expressly requested in writing and permitted by and in accordance with requirements of the Contract or the State of New Jersey. The Contractor shall only transmit or exchange data with the State of New Jersey or other parties through secure means supported by current technologies. The Contractor shall encrypt all PII and other Sensitive Information during any transmission or exchange of that data using encryption algorithms that are recommended, approved or validated by the National Institute of Standards and Technology (“NIST”).

5. Data Re-Use – All State Data shall be used expressly and solely for the purposes enumerated in the Contract Data shall not be distributed, repurposed or shared across other applications, environments, or business units of the Contractor. No State Data of any kind shall be transmitted, exchanged or otherwise passed to other contractors or interested parties except on a case-by-case basis as specifically agreed to in writing by the State Contract Manager.

Data Breach – In the event of any actual, probable or reasonably suspected breach of security, or any unauthorized access to or acquisition, use, loss, destruction, compromise, alteration or disclosure of any PII (each, a security breach) that may concern any Sensitive Information or PII, Contractor shall: (a) immediately notify the State of such breach, but in no event later than 72 hours after learning of such security breach; (b) designate a single individual employed by Contractor who shall be available to the State as a contact regarding Contractor’s incident response for the duration of the incident response; (c) not provide any other notification or provide any disclosure to the public

6. regarding such security breach without the prior written consent of the State, unless required to provide such notification or to make such disclosure pursuant to any applicable law, regulation, rule, order, court order, judgment, decree, ordinance, mandate or other request or requirement now or hereafter in effect, of any applicable governmental authority or law enforcement agency in any jurisdiction worldwide (in which case Contractor shall consult with the State and reasonably cooperate with the State to prevent any notification or disclosure concerning any PII, security breach, or other Sensitive Information); (d) provide reasonable assistance to the State in investigating, remedying and taking any other action the State deems necessary regarding any security breach and any dispute, inquiry, or claim that concerns the security breach; (e) follow all instructions provided by the State relating to the Sensitive Information affected or potentially affected by the security breach; (f) take such actions as necessary to prevent future security breaches; and (g) unless prohibited by an applicable statute or court order, notify the State of any third-party legal process relating to any security breach including, at a minimum, any legal process initiated by any governmental entity (foreign or domestic).

7. Data Location: Contractor shall provide its services to State and its End Users solely from data centers in the U.S. Storage of State Data in transit and at rest shall be solely in data centers in the U.S.

Contractor shall not allow its employees, subcontractors, agents and/or affiliates to store State Data on Mobile Devices, including personal computers, except for devices that are used and kept within the physical structure of its U.S. data centers. The Contractor may provide technical user support on a seven-day by 24-hour basis, unless otherwise prohibited in this New Jersey Participating Addendum.

6.0 The State of New Jersey Mandatory Certification Requirements

The following are the State of New Jersey standard procurement forms and requirements that Contractor agrees to fulfill prior to the Effective Date. Some Authorized Purchasers may have additional requirements when placing an order and Contractor shall comply with same as necessary.

A. Ownership Disclosure (N.J.S.A. 52:25-24.2);

B. Disclosure of Investment Activities in Iran (N.J.S.A. 52:32-55 et. seq.);

C. Disclosure of Investigations and Actions Involving Bidder Form;

D. MacBride Principles (N.J.S.A. 52:34-12.2);

E. Source Disclosure Certification (N.J.S.A. 52:34-13.2);

F. Completed Contractor Certification and Disclosure of Political Contributions (N.J.S.A. 19:44A-20:13 et. seq.);

G. Vendor Certification (P.L. 2005, c.271);

H. New Jersey Business Registration (N.J.S.A. 52:32-44);

I. Proof of insurance as specified herein;

J. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et. seq.):

• New Jersey Form AA-302 Affirmative Action Employee Information Report; or

• New Jersey Affirmative Action Certificate; or

• Federal Affirmative Action Approval Letter.

K. Disclosure of Prohibited Activities in Russia / Belarus Form

7.0 Primary Contacts

Any notice between the Parties provided for in this New Jersey Participating Addendum, or elsewhere in the Master Agreement shall be in writing, and shall be sent both via regular certified mail return receipt requested and via email to

Docusign Envelope ID: 2B7D3733-B93A-4E00-BE05-B1CA11B485EA https://www.state.nj.us/treasury/purchase/forms/OwnershipDisclosure.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestmentActivitiesinIran.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestigations.pdf https://www.state.nj.us/treasury/purchase/forms/MacBridePrinciples.pdf https://www.state.nj.us/treasury/purchase/forms/SourceDisclosureCertification.pdf https://www.state.nj.us/treasury/purchase/forms.shtml https://www.state.nj.us/treasury/purchase/forms/CertandDisc2706.pdf https://www.state.nj.us/treasury/contract_compliance/index.shtml https://www.state.nj.us/treasury/administration/pdf/DisclosureofProhibitedActivitesinRussiaBelarus.pdf the addresses provided. The Parties should give prompt notice to each other if the appropriate person or address changes. The primary contacts for this New Jersey Participating Addendum are as follows:

State of New Jersey – Department of the Treasury – Division of Purchase and Property Name Brittany Billings Title Procurement Specialist Address 33 West State Street, 8th Floor, PO Box 230

Trenton, New Jersey 08625-0230 Telephone (609) 292-4927 Fax (609) 292-1114 Email brittany.billings@treas.nj.gov

Konica Minolta Business Solutions USA Inc.

Name Nitzia Payne Title State Contract Specialist Address 1595 Spring Hill Rd Suite 410, Vienna, VA 22182 Telephone (703) 637-1540 Website www.konicaminolta.us Email npayne@kmbs.konicaminolta.us

Docusign Envelope ID: 2B7D3733-B93A-4E00-BE05-B1CA11B485EA mailto:brittany.billings@treas.nj.gov http://www.konicaminolta.us/

October 8, 2025

EXHIBITS

EXHIBIT A - The State of New Jersey Standard Terms and Conditions

EXHIBIT B - The Master Agreement, including its attachments and exhibits

EXHIBIT C - The Solicitation; available at:

https://www.naspovaluepoint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/

EXHIBIT D - The Contractor’s response to the Solicitation, available at:

https://www.naspovaluepoint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/ricoh-usa-inc/

EXHIBIT A

The State of New Jersey Standard Terms and Conditions

State of New Jersey Standard Terms and Conditions (Revised February 8, 2024)

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY

33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230

1.0 STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT

The following terms and conditions shall apply to all contracts or purchase agreements made with the State of New Jersey. The State's terms and conditions shall prevail over any conflicts set forth in a Contractor’s Quote or Proposal.

2.0 STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS

The statutes, laws, regulations or codes cited herein are available for review at the New Jersey State Library, 185 West State Street, Trenton, New Jersey 08625.

2.1 BUSINESS REGISTRATION

Pursuant to N.J.S.A. 52:32-44, the State is prohibited from entering into a contract with an entity unless the Contractor and each subcontractor named in the proposal have a valid Business Registration Certificate on file with the Division of Revenue and Enterprise Services. A subcontractor named in a bid or other proposal shall provide a copy of its business registration to the Contractor who shall provide it to the State.

The contractor shall maintain and submit to the State a list of subcontractors and their addresses that may be updated from time to time with the prior written consent of the Director of the Division of Purchase and Property (Director) during the course of contract performance. The contractor shall submit to the State a complete and accurate list of all subcontractors used and their addresses before final payment is made under the contract.

Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business registration, or that provides false business registration information, shall be liable for a penalty of $25 for each day of violation, not to exceed $50,000 for each business registration copy not properly provided under a contract with a contracting agency.

The contractor and any subcontractor providing goods or performing services under the contract, and each of their affiliates, shall, during the term of the contract, collect and remit to the Director of the Division of Taxation in the Department of the Treasury, the Use Tax due pursuant to the “Sales and Use Tax Act, P.L. 1966, c. 30 (N.J.S.A. 54:32B-1 et seq.) on all sales of tangible personal property delivered into the State. Any questions in this regard can be directed to the Division of Revenue at (609) 292-1730. Form NJ-REG can be filed online at http://www.state.nj.us/treasury/revenue/busregcert.shtml.

2.2 OWNERSHIP DISCLOSURE

Pursuant to N.J.S.A. 52:25-24.2, in the event the Contractor is a corporation, partnership or limited liability company, the Contractor must complete an Ownership Disclosure Form.

A current completed Ownership Disclosure Form must be received prior to or accompany the submitted Quote. A Contractor’s failure to submit the completed and signed form prior to or with its Quote will result in the Contractor being ineligible for a Contract award, unless the Division of Purchase and Property (Division) has on file a signed and accurate Ownership Disclosure Form dated and received no more than six (6) months prior to the Quote submission deadline for this procurement. If any ownership change has occurred within the last six (6) months, a new Ownership Disclosure Form must be completed, signed and submitted with the Quote.

In the alternative, a Contractor with any direct or indirect parent entity which is publicly traded may submit the name and address of each publicly traded entity and the name and address of each person that holds a 10 percent or greater beneficial interest in the publicly traded entity as of the last annual filing with the federal Securities and Exchange Commission or the foreign equivalent, and, if there is any person that holds a 10 percent or greater beneficial interest, also shall submit links to the websites containing the last annual filings with the federal Securities and Exchange Commission or the foreign equivalent and the relevant page numbers of the filings that contain the information on each person that holds a 10 percent or greater beneficial interest. N.J.S.A. 52:25-24.2.

2.3 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN

Pursuant to N.J.S.A. 52:32-58, the Contractor must utilize this Disclosure of Investment Activities in Iran form to certify that neither the Contractor, nor one (1) of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32-56(e)(3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither the Contractor, nor one (1) of its parents, subsidiaries, and/or affiliates, is involved in any of the investment activities set forth in N.J.S.A. 52:32-56(f). If the Contractor is unable to so certify, the Contractor shall provide a detailed and precise description of such activities as directed on the form. A Contractor’s failure to submit the completed and signed form will preclude the award of a Contract to said Contractor.

2.4 ANTI-DISCRIMINATION

All parties to any contract with the State agree not to discriminate in employment and agree to abide by all anti-discrimination laws including those contained within N.J.S.A. 10:2-1 through N.J.S.A. 10:2-4, N.J.S.A. 10:5-1 et seq. and N.J.S.A. 10:5-31 through 10:5-38, and all rules and regulations issued thereunder are hereby incorporated by reference. The agreement to abide by the provisions of N.J.S.A. 10:5-31 through 10:5- 38 include those provisions indicated for Goods, Professional Service and General Service Contracts (Exhibit A, attached) and Constructions

Docusign Envelope ID: 2B7D3733-B93A-4E00-BE05-B1CA11B485EA https://www.njstatelib.org/ http://www.state.nj.us/treasury/revenue/busregcert.shtml

Contracts (Exhibit B and Exhibit C - Executive Order 151 Requirements) as appropriate.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to N.J.S.A. 10:5- 31 et seq., as amended and supplemented from time to time.

2.5 AFFIRMATIVE ACTION

In accordance with N.J.A.C. 17:27-1.1, prior to award, the Contractor and subcontractor must submit a copy of a New Jersey Certificate of Employee Information Report, or a copy of Federal Letter of Approval verifying it is operating under a federally approved or sanctioned Affirmative Action program. Contractors or subcontractors not in possession of either a New Jersey Certificate of Employee Information Report or a Federal Letter of Approval must complete the Affirmative Action Employee Information Report (AA-302) located on the web at https://www.state.nj.us/treasury/contract_compliance/.

2.6 AMERICANS WITH DISABILITIES ACT

The contractor must comply with all provisions of the Americans with Disabilities Act (ADA), P.L 101-336, in accordance with 42 U.S.C. 12101, et seq.

2.7 MACBRIDE PRINCIPLES

The Contractor must certify pursuant to N.J.S.A. 52:34-12.2 that it either has no ongoing business activities in Northern Ireland and does not maintain a physical presence…