Ricoh Information Sheet - 9.5.24.docx

RICOH USA INC

Wisconsin Contract No. 505ENT-M25-MFDCOPIER-01 NASPO Master Agreement (MA) No. 187846

CONTRACT DETAILS

B – Multi-Function Devices, A4 C – Production Equipment D – Single Function Printers E – Large/Wide Format Equipment F – Scanners G – Software H – Consumable Supplies

· Online NASPO ValuePoint Store: State of Wisconsin | Ricoh (ricoh-usa.com)

· NASPO Price List (located in the “Product Documents” accordion):

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

NOTE: WI’s contract rates are lower than the NASPO Master Agreement rates. WI’s price is posted to the Online NASPO ValuePoint Store (second bullet), “State of Wisconsin Price Schedule” tile. The NASPO Price List (third bullet) may be used as an additional resource to search on-contract items, verify minimum contract discounts and calculate lease and rental rates (excluding Fair Market Value lease rates).

For both price lists, the lease pricing posted are Fair Market Value (FMV) lease rates. To obtain different lease and rental rate pricing, reference the applicable group NASPO Price List (third bullet), Lease and Rental Rates tab to calculate the actual cost.

Mike Stowell, Sr. National Account Manager 913.485.6852 Mike.Stowell@ricoh-usa.com

Email Orders to the sales representative that assisted in choosing your device.

Remittance Address Ricoh USA, Inc P.O. Box 802815 Chicago, IL 60680-2815

STAR Supplier ID: Ending in 4198

The Authorized Reseller’s information is provided on Ricoh’s site, in the “Ricoh Direct and Dealer Distribution” tile. Their resellers include:

· Access Systems

· AMR Inc.

· Badger Office City

· Corporate Business Systems

· EO Johnson Business Technologies

· Impact Networking LLC

· Metro Sales Inc.

· Orbit Technology

· Oshkosh Office Systems

· Stans LPS Midwest

· Wisconsin Document Imaging

· Gordon Flesch Company

Please note that Ricoh doesn’t increase the maintenance agreement rates for rural or remote service zones, but their Authorized Dealers may.

CONTRACT DOCUMENTS AND APPLICABLE FORMS

Participating Addendum

NASPO Master Agreement

Service Level Agreement

Master Lease Agreement *Negotiated for Convenience

Lease Schedule

Rental Agreement

Rental Agreement Schedule

Product Schedule with Purchase Option

Master Maintenance & Sale Agreement

Enterprise Services Master Agreement

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Ricoh 505ENT-M25-MFDCOPIER-01.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Master Agreement #: 187846

Contractor: RICOH USA, INC.

Participating Entity: STATE OF WISCONSIN

Participating Addendum Number: 505ENT-M25-MFDCOPIER-01

The following Products and Services are included in this contract portfolio:

• Group A – MFD, A3

• Group B – MFD, A4

• Group C – Production Equipment

• Group D – Single-function Printers

• Group E – Large/Wide Format Equipment

• Group F – Scanners

• Group G – Software

• Group H – Consumable Supplies

• Group I - Managed Print Services (MPS)

• Sub-Group G1 – Software Related Services

• Sub-Group C1 – Standalone Production Devices

• Sub-Group C2 – Industrial Print Equipment

• Sub-Group D1 – Specialty Printers

• Accessories for Discontinued Base Units

• Maintenance Services for new, remanufactured, refurbished, and legacy devices

Master Agreement Terms and Conditions:

1. Term: This Participating Addendum is effective as of the date of the last signature below or

August 1, 2024, whichever is later, and will terminate, renew, and extend upon termination, renewal, or extension of the Master Agreement, as amended, unless the Participating

Addendum is terminated sooner in accordance with the terms set forth herein.

2. Scope: This addendum covers the Multi-Function Devices and Related Software, Software and Cloud Solutions portfolio led by the State of Colorado, for use by state agencies and other government entities located in the State of Wisconsin, the Participating State authorized by that State’s statutes to utilize State contracts with the prior approval of the

State’s Chief Procurement Official.

This Participation Addendum includes the entire scope of Products and Services available through the Master Agreement except the following:

(a) Group I – Managed Print Services

Docusign Envelope ID: DA7B21EC-1E35-45BA-B8DC-792FB69AF536

(b) Not Specifically Priced Open Market Items

(c) Stand-alone software purchases are limited to software listed in the Master

Agreement Price List(s) for equipment that was purchased through this Participating

Addendum or participating addendum no. 505ENT-M20-MFDCOPIER-01.

(d) Software installation, integration and support Services shall be limited to the software listed on the Master Agreement Price List(s). Such Services shall only be provided on equipment that was purchased through this Participating Addendum or participating addendum no. 505ENT-M20-MFDCOPIER-01.

(e) Any Software installation and integration Services in excess of $50,000 must be approved in writing by the State of Wisconsin Department of Administration.

(f) The following vendors and/or software are prohibited from being provided to any

Purchasing Entity:

• TikTok

• Huawei Technologies

• ZTE Corp

• Hytera Communications Corporation

• Hangzhou Hikvision Digital Technology Company

• Dahua Technology Company

• Tencent Holdings, including but not limited to:

o Tencent QQ o QQ Wallet o WeChat

• Alibaba products, including but not limited to:

o AliPay

• Kaspersky Lab

If a Purchasing Entity wants a scope exclusion item to be reconsidered, they may contact the Participating Entity contract manager.

3. Participation: This NASPO ValuePoint Master Agreement may be used by all state agencies, institutions of higher education, political subdivisions and other entities (including cooperatives) authorized to use statewide contracts in the State of Wisconsin. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief

Procurement Official.

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

Contractor

Name: Travis Massman

Address:

Telephone: 573-353-2559

Email: Travis.Massman@ricoh-usa.com

Participating Entity

Name: Hallee Kox

Address:

Wisconsin Department of Administration

101 E Wilson Street

P.O. Box 7867

Madison, WI 53707

Telephone: 608-266-7554

Fax: 608-267-0600

Email: Hallee.Kox@wisconsin.gov

5. Participating Entity Modifications or Additions to The Master Agreement: Modifications or additions apply only to actions and relationships within the Participating Entity.

Participating Entity must check one of the boxes below.

[ ] No changes to the terms and conditions of the Master Agreement are required.

[X] The following changes are modifying or supplementing the Master Agreement terms and conditions.

5.1 Definitions: For purposes of this Participating Addendum, the following terms shall have the meanings defined below. Any other capitalized terms not otherwise defined in this

Participating Addendum shall have the meaning given within the Master Agreement and

Request for Proposal.

“Contractor Personnel” means a Contractor’s employees or other personnel (including officers, agents, Authorized Dealers and Subcontractors) provided by the Contractor to render Services under this Participating Addendum.

“Day” means calendar day unless otherwise specified in this Contract.

“Deliverables” mean the tangible work product originally created in the performance of the

Contractor Services and required to be delivered pursuant to mutually agreed Order.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the State’s Order, includes a reference to the proper Order number, and is submitted to the proper address for processing.

“State” for this Participating Addendum, means the State of Wisconsin.

“State Observed Holidays” means New Year’s Day, Martin Luther King Jr. Birthday, Memorial Day, 4th of July, Labor Day, Thanksgiving Day, Christmas Eve, Christmas Day, and New Year’s Eve.

“Subcontractor(s)” means an entity that enters into a Subcontract with the Contractor for the purpose of delivering Deliverables or rendering Services to the State, which may include

Authorized Dealers.

5.2 Governing Law; Venue: This Participating Addendum and any Orders placed hereunder 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.

5.3 Order of Precedence:

(a) A Participating Entity’s Participating Addendum, including all Exhibits;

(b) NASPO ValuePoint Master Agreement, including all Exhibits;

(c) Attachment 1- Master Lease Agreement;

(d) An Order issued against the Master Agreement;

(e) The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions;

(f) The Contractor’s Supplemental Documents, which are included as Attachments; and

(g) The Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State.

5.4 Additional Service Level Commitments: Purchasing Entities are subject to the

Contractor’s standard service levels as outlined in the Master Agreement. Additional service level commitments are attached hereto and incorporated herein as Exhibit A- Service Level

Agreement.

5.5 Usage Reports: The quarterly sales report template is attached hereto and incorporated herein as Exhibit B- Quarterly Sales Report. The Contractor must submit electronic reports on a quarterly basis and one (1) annual summary report on all sales, including service/maintenance, made against this Participating Addendum via email to doaitcontractusagereporting@wisconsin.gov (or as amended).

(a) Reports must include the reporting listed in Exhibit B- Quarterly Sales Report of this

Participating Addendum.

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

(f)

Reporting Period Due Date

January 1 to March 31 April 30

April 1 to June 30 July 31

July 1 to September 30 October 31

October 1 to December 31 January 31

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

5.6 Service Level Agreement (SLA) Report: The Contractor must submit SLA metrics reports on a quarterly basis via email to doaitcontractusagereporting@wisconsin.gov (or as amended).

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

(b) SLA reports must include reporting on each SLA and credit listed in Exhibit A-

Service Level Agreement. If no credit was required, such shall be indicated.

(c) Such reports shall retain the same format throughout the life of the Participating

Addendum unless mutually agreed upon.

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

(e) 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.

(f)

Reporting Period Due Date

January 1 to March 31 April 30

April 1 to June 30 July 31

July 1 to September 30 October 31

October 1 to December 31 January 31

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

5.7 Hard Drive: If desired, Purchasing Entity may engage Contractor to perform the following hard drive services, but not limited to:

(a) Hard Drive Surrender Service. Under this option, a Contractor service technician can remove the hard drive from the applicable Product (set forth on a PO) 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.

(b) Data Overwrite Security System (DOSS). For any Ricoh-manufactured Product containing a hard drive, such Product will include Data Overwrite Security

System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of the hard drive used for data processing after the completion of each job to prevent recovery. Additionally, DOSS also offers the option of overwriting the entire hard drive up to nine (9) times. There is no cost for the DOSS.

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

Purchasing Entity needs are. Other hard drive removal and surrender Services are provided in the Master Agreement section 5.

5.8 Trial or Demonstration of Device or Equipment: In addition to any requirements set forth in the Master Agreement, a written agreement between the Purchasing Entity and the

Contractor shall occur prior to any trial or demonstration.

5.9 Contractor’s Representation: Contractor warrants that qualified personnel shall provide

Contractor Services in a workmanlike manner. Contractor shall not enter into any agreement with a third party that it knows might abridge any rights of the State under this Participating

Addendum. Contractor shall serve as the prime contractor under this Participating

Addendum for the Contractor Services. Should Contractor engage any Subcontractor(s) to deliver Contractor Services pursuant to an Order under this Participating Addendum, the

Contractor shall be legally responsible for the performance and payment of the

Subcontractor(s). Subject to any applicable terms of use, Trade Rules and Practices applicable to the Cloud Hosting Services and any software provided under an Order, the

State is not agreeing to and is not responsible for any terms and conditions with third parties.

Names of any third party Subcontractors of Contractor may appear for purposes of convenience in this Participating Addendum and shall not limit Contractor’s obligations hereunder. Contractor shall retain responsibility for functional and technical expertise as needed in order to incorporate any work by third party Subcontractor(s) in the delivery of

Contractor Services.

(a) Intellectual Property. Contractor represents to the best of its knowledge that it has the right to provide the Contractor Services and Deliverables without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party and that Contractor Services and Deliverables are not the subject of any actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party.

(b) Inherent Services. Unless otherwise expressly provided in this Participating

Addendum, Contractor shall furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Contractor to provide and deliver the Contractor Services and Deliverables.

(c) Contractor represents, as of the date of this Participating Addendum, that it has the financial capacity to perform and to continue perform its obligations under this

Participating Addendum; that Contractor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Contractor that will materially adversely affect performance of this Participating Addendum; and that entering into this Participating Addendum is not prohibited by any contract, or order by any court of competent jurisdiction.

5.10 Rendering of Services: The Contractor shall render Services will all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the requirements set forth in the Master Agreement, Participating Addendum and an Order. The

Purchasing Entity and/or Participating State may inspect, observe and examine the performance of the Services rendered on the Purchasing Entity’s premises at reasonable times, without notice. If the Purchasing Entity notifies the Contractor that any part of the

Services rendered are inadequate or in any way differ from the Participating Addendum requirements for any reason other than as a result of the Purchasing Entity’s default or negligence, the Contractor shall at its own expense re-schedule and perform the work correctly within such reasonable times as the Purchasing Entity specifies. This remedy shall in be in addition to any other remedies available to the Purchasing Entity and/or Participating

State by law or in equity.

5.11 Contractor Personnel:

(a) Identification: If requested by the Purchasing Entity, the Contractor shall provide a list of the names and addresses of all Contractor Personnel who may at any time require admission to the Purchasing Entity’s premises in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Participating Addendum, and other particulars as the Purchasing Entity may require. The Purchasing Entity reserves the right to refuse to admit to the Purchasing Entity’s premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the Purchasing Entity, would be undesirable.

(b) Identification of Contractor Personnel: The Contractor shall furnish each Contractor

Personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform services under the Participating

Addendum and furnish the Purchasing Entity with security credentials on these

Contractor Personnel, if requested.

(c) Background or Criminal History Investigation: When the Purchasing Entity business needs require a background or criminal history investigation, and prior to the commencement of any services under this Participating Addendum, the Purchasing

Entity may request that Contractor provide a certification that a background or criminal history investigation of Contractor personnel, and Subcontractor’s employees, who will be providing Services to the Purchasing Entity under the

Participating Addendum has been performed on such personnel through either (a)

Contractor’s standard pre-employment screening processes or (b) a screening requested by the Purchasing Entity. If any of the stated personnel providing services to the Purchasing Entity under this Participating Addendum is not acceptable to the

Purchasing Entity in its sole opinion as a result of the background or criminal history results, the Purchasing Entity may request immediate replacement of the person. If a replacement is not possible the Participating Entity may terminate any related

Order. Purchasing Entity may not request that Contractor take action because of race, religion, gender, age, disability, or any other legally-prohibited basis under federal, state or local law.

5.12 Repair or Service Refusal; Replacement Parts:

(a) Contractor will repair or replace in accordance with the terms and conditions of the

Participating Addendum, Master Agreement and the manufacturer’s specifications any part of the Products being serviced under an Order (“Serviced Products”) that becomes unserviceable due to normal usage (other than consumable supplies).

(b) If the Purchasing Entity refuses repair or Serviced Products repair, a statement shall be placed in writing from the Purchasing Entity to Contractor as such. In an event where the Purchasing Entity does not permit Contractor to repair or replace the

Serviced Products, such action shall excuse Contractor from any and all future performance hereunder.

(c) Replacement parts on leased or rental machines will be furnished on an exchange basis and will be new, reconditioned or used. Replacement parts for Purchasing

Entity-owned equipment will be furnished as new equipment unless the Purchasing

Entity accepts in writing replacement parts which are not new in exchange for an additional discount for such reconditioned or used parts, and to the extent such reconditioned or used parts will not adversely impact machine performance as determined by the operation of the machine in accordance with manufacturer’s specifications.

(d) Except for hard drives on Purchasing Entity-leased or rental equipment, all parts on leased or rental equipment removed due to replacement will become the property of the Contractor. Except for hard drives on Purchasing Entity-owned equipment, all parts on Purchasing Entity-owned equipment removed due to replacement may become the property of the Contractor if the Purchasing Entity does not want the equipment removed.

5.13 Services not included under the Participating Addendum: The Services provided by

Contractor under an Order will not include the following:

(a) Contractor is responsible for communicating to the Purchasing Entity prior to a transaction any equipment requirements. Repairs resulting from Purchasing Entity misuse (including without limitation intentional improper voltage or the use of supplies that do not conform to the manufacturer’s specifications) or the intentional failure to provide, adequate electrical power, air conditioning or humidity control;

(b) Repairs made necessary by service performed by persons other than Contractor representatives;

(c) Service calls or work which Purchasing Entity requests to be performed outside of

Normal Business Hours (unless covered under an extended hour service contract) and service calls or work which Purchasing Entity requests to be performed on State

Observed Holidays;

(d) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Serviced Products;

(e) Consumable paper supplies, unless expressly provided for in an Order;

(f) Repairs and/or service calls resulting from accessories not purchased from

Contractor;

(g) Parts no longer available from the applicable manufacturer;

(h) Electrical work external to the Serviced Products, including problems resulting from overloaded or improper circuits;

(i) Installation or de-installation and/or movement of the Serviced Products from one location to another unless specified in writing by Contractor; and

(j) Repairs of damage or increase in service time caused by force majeure events.

Damage to Serviced Products or parts arising from causes beyond the control of

Contractor are not covered by this Participating Addendum.

5.14 Service Termination: Contractor may terminate its Service obligations under any Order at no additional cost to the Purchasing Entity for Serviced Products that have been modified, damaged, altered or serviced by personnel other than those authorized to perform service under this Participating Addendum.

5.15 Service Calls: Service calls will be made during Normal Business Hours. Purchasing

Entity and Contractor can agree upon any exceptions in writing in advance before Contractor order acceptance or anytime thereafter. Service does not include coverage on State

Observed Holidays. Travel and labor-time for the service calls after Normal Business Hours, on weekends and on State Observed Holidays, if and when available and only in the event and to the extent that Contractor agrees to provide such non-standard coverage, will be charged at overtime rates per the Master Agreement in effect at the time the service call is made. Purchasing Entity is responsible for disconnecting, repairing and re-connecting unauthorized attachments or components.

5.16 Use of Recommended Supplies; Meter Readings:

(a) Purchasing Entity agrees to provide Contractor true and accurate meter readings monthly and in any reasonable manner requested by Contractor, whether via telephone, email or otherwise. If accurate meter readings are not provided on a timely basis, Contractor reserves the right to estimate the meter readings from previous meter readings and Purchasing Entity agrees to pay service charges based on such estimated meter reads. Appropriate adjustments will be made to subsequent billing cycles following receipt of actual and accurate meter readings.

(b) As part of its services and upon written mutual agreement between Purchasing Entity and Contractor, Contractor may provide electronic remote meter reading and equipment monitoring services using technology such as its @Remote solution. This may allow for automated meter reading and submission, automatic placement of low toner alerts, automatic placement of service calls in the event of a critical Serviced

Product failure and may enable firmware upgrades. The Purchasing Entity may choose to discontinue electronic meter reading and equipment monitoring services with 30 days written notice. All Purchasing Entity data collected from such meter collection methods shall be available to the Purchasing Entity as mutually agreed upon.

(c) The meter count and other information collected by @Remote (“Data”) is sent via the internet to remote servers some of which may be located outside the U.S.

@Remote cannot and does not collect Purchasing Entity document content or user information. Contractor uses reasonably available technology to maintain the security of the Data. Contractor retains full rights to the Data (but not Purchasing

Entity documents or information), which it or its authorized third parties may use to service the Serviced Products. Contractor may also use the Data for its normal business purposes including product development and marketing research;

however, the Data will not be provided to market research consultants in a form that personally identifies the Purchasing Entity nor will such data be sold. Contractor may dispose of the Data upon following Wisconsin Statutes Chapter 19, Subchapter II, Public Records and Property and with notice to the Purchasing Entity. The @Remote technology is the confidential and proprietary information of Contractor and/or its licensors protected by copyright, trade secret and other laws and treaties. Contractor retains full title, ownership and all intellectual property rights in and to @Remote.

5.17 Basic Connectivity Services: If any software, system support or related connectivity services are specifically set forth on an Order and accepted by Contractor, Contractor shall provide any such services at the Purchasing Entity’s location set forth in the Order, as applicable, or on a remote basis. Purchasing Entity shall provide Contractor with such access to its facilities, networks and systems as may be reasonably necessary for

Contractor to perform such Services. Purchasing Entity shall provide any special security requirements for the location prior to service. Purchasing Entity acknowledges that

Contractor’s performance of any such services is dependent upon Purchasing Entity’s timely and effective performance of its responsibilities as set forth in the Order, as applicable.

Unless connectivity services are specifically identified in the Order as part of the services to be performed by Contractor, Contractor shall have no obligation to perform and no responsibility for the connection of any hardware or software to any Purchasing Entity network or system.

5.18 Purchasing Entity Obligations: Purchasing Entity agrees to provide a proper place for the use of the Serviced Products, including but not limited to, electric service, as specified by the manufacturer. Purchasing Entity will provide adequate facilities (at no charge) for use by Contractor representatives in connection with the service of the Serviced Products under an Order within a reasonable distance of the Serviced Products. Purchasing Entity agrees to provide appropriate access to its facilities, networks and systems as may be reasonably necessary for Contractor to perform its services. Prior to service, Contractor may request the Purchasing Entity to allow the Contractor for “360 degree” service access to the Serviced

Products. 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.

5.19 Delivery; Acceptance: Purchasing Entity agrees to confirm delivery of all Products covered by each Order when the same is delivered by signing a delivery acknowledgement.

By signing a delivery acknowledgement, it is not certifying acceptance of the equipment.

Unless otherwise agreed upon by both parties in writing, signing the delivery acknowledgement only certifies equipment has arrived to the location delivered.

A good or service furnished under this Participating Addendum shall function in accordance with the specifications identified in the Participating Addendum, Master Agreement, and

Order. If the goods or services do not conform with the specifications identified in this

Participating Addendum, Master Agreement and Order(“Defects”), the Purchasing Entity shall within thirty (30) calendar days of the delivery date (“Acceptance Period”) to notify

Contractor in writing of the Defect. Contractor agrees that upon receiving such notice, it shall use reasonable efforts to correct the Defects within fifteen (15) calendar days (“Cure

Period”).

Once equipment is installed and successfully operational, the Purchasing Entity shall sign an acceptance certificate which shows acceptance of the Product(s) and allows Contractor to invoice for the Product(s). Purchasing Entity agrees to sign and return to Contractor the acceptance certificate (which, at mutual agreement, may be done electronically) within five

(5) business days after any Product is installed.

Orders may be cancelable by Purchasing Entity following acceptance by Contractor per the terms of the Participating Addendum. Contractor reserves the right to make Product deliveries in installments. All such installments shall be invoiced and paid for when all delivery and installation are completed so that Purchasing Entity can accept equipment.

Delay in delivery of any installment may relieve Purchasing Entity of its obligation to accept remaining installments and may temporarily relieve the obligation to remit payments as invoiced by Contractor for any equipment that has yet to be delivered and shall be reviewed on a case-by-case basis. Contractor reserves the right at any time to revoke any credit extended to Purchasing Entity because of Purchasing Entity’s failure to pay for any Products when due per the terms of this Participating Addendum.

5.20 Returns; Damaged Products: No Products may be returned without Contractor’s prior written consent. Only consumable goods invoiced within sixty (60) days will be considered for return. Products returned without written authorization from Contractor may not be accepted by Contractor and is the sole responsibility of Purchasing Entity. All nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit due to Purchasing Entity. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing and delivered to Contractor within ten (10) business days after receipt of Products.

5.21 IP Rights: Proprietary materials licensed to the State in the delivery of Contractor

Services shall be identified to the State prior to use or provision of Contractor Services hereunder and shall remain the property of the Contractor. Software or firmware embedded in a Deliverable shall not be a severable Deliverable unless specifically indicated in an

Order. All Software source and object code is the property of Contractor or Contractors

Subcontractors and is only licensed to the State on a nonexclusive basis as provided in the applicable Order, in consideration for the license fee paid by the State, pursuant to the terms of the respective governing software license.

5.22 Contractor Personnel: The State may request the Contractor to remove or reassign

Contractor Personnel at the State’s discretion for any lawful reason or if the performance or conduct of such personnel is unsatisfactory. The State may request that such Contractor

Personnel be replaced within fifteen (15) business days from such removal. The State’s contract administrator or designee shall notify the Contractor in writing and the exclusion of a designated individual(s) shall take effect as soon as reasonably practicable provided that the parties shall first discuss alternatives to removal as may be requested by Contractor in writing, however the State reserves the right to deny entry or to request the immediate removal of any Contractor Personnel for any lawful reason from any of its facilities based on security or safety concerns. The decision of the contract administrator following such discussions if any shall be final. This provision shall not infringe upon the right of the

Contractor to employ the removed individual, nor shall the State’s rights under this provision implicate the State as a party to any of the Contractor’s obligations in the Participating

Addendum. To the extent that departing Contractor Personnel provide adequate notice to the Contractor, Contractor shall use commercially reasonable efforts to obtain a smooth transition at no additional charge to the State, including the provision of knowledge transfer documentation and cooperation between the replaced and the newly assigned personnel including an overlap in the assignment of the replaced and newly assigned personnel for a duration of at least ten (10) business days, unless the State’s contract administrator or designee agrees to a shorter period in writing.

5.23 Warranty: Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. For any Products manufactured by Contractor

(“Contractor Equipment”), Contractor’s warranty is as set forth in section X of the Master

Agreement, Contractor’s response to the solicitation, and the Participating Addendum.

PURCHASING ENTITY ACKNOWLEDGES THAT THE LIMITED WARRANTY

CONTAINED HEREIN AND THEREIN DOES NOT ASSURE UNINTERRUPTED

OPERATION AND USE OF THE CONTRACTOR EQUIPMENT.

In connection with any other Product sale, Contractor shall transfer to Purchasing Entity any

Product warranties and the benefit of any indemnities made by the applicable Product manufacturer, to the extent transferable and without recourse. Physical or electronic copies of any applicable Product warranty will be delivered by Contractor to Purchasing Entity upon

Purchasing Entity’s written request. EXCEPT AS EXPRESSLY SET FORTH IN THIS

PARTICIPATING ADDENDUM, CONTRACTOR DISCLAIMS ALL WARRANTIES AND

REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER,

INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR

PURPOSE. CONTRACTOR SHALL NOT BE RESPONSIBLE AND SHALL HAVE NO

LIABILITY FOR LOST PROFITS, LOSS OF REVENUE, OR ANY SPECIAL, EXEMPLARY,

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT

LIMITED TO DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH

THIS PARTICIPATING ADDENDUM OR ANY PO, OR THE SUBJECT MATTER HEREOF,

OR THE USE OR PERFORMANCE OF THE CONTRACTOR EQUIPMENT OR THE LOSS

OF USE OF THE CONTRACTOR EQUIPMENT, REGARDLESS OF THE FORM OF

ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR

OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH

DAMAGES.CONTRACTOR'S TOTAL AGGREGATE LIABILITY TO ANY PURCHASING

ENTITY, IF ANY, UNDER ANY PO, SHALL IN NO EVENT EXCEED THE TOTAL FEES

PAID TO CONTRACTOR THEREUNDER DURING THE ONE-YEAR PERIOD

PRECEDING THE DATE ON WHICH THE CLAIM AROSE. IN NO EVENT SHALL

CONTRACTOR BE LIABLE TO ANY PURCHASING ENTITY FOR ANY DAMAGES

RESULTING FROM OR RELATED TO ANY FAILURE OF ANY SOFTWARE PROVIDED

UNDER AN PO, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, OR DELAY OF

DELIVERY OF SERVICES UNDER THE PO. CONTRACTOR ASSUMES NO

OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE

AND THE SCOPE OF SERVICES CONTEMPLATED UNDER A PO DOES NOT INCLUDE

ANY SUCH SERVICES. Purchasing Entity must comply with any applicable license agreement or license terms relating to intangible property or associated services included in any Products, such as periodic software licenses and/or prepaid database subscription rights (“Software License”), whether pursuant to written, click-through, shrink-wrap or other agreements for such purpose, with the third party supplier of the software (“Software

Supplier”). Contractor has no right, title or interest in any third-party software. Purchasing

Entity is solely responsible for negotiating terms and entering into Software Licenses with the applicable Software Supplier. Contractor transfers to Purchasing Entity, for the term of each PO for lease or rental, any written warranties and the benefit of any indemnities made by the manufacturer or Software Supplier with respect to the Product leased or rented pursuant to such PO.

(a) Warranty Of Third Party Products: The Parties agree that, because the Contractor is not the manufacturer or developer of third party vendors’ products or services, any third-party vendors’ products and services provided hereunder are not warranted by

Contractor and any warranties shall solely under the terms and conditions of the third-party licenses or other agreements extended directly to the State by the third-party vendor and by which such products are governed. Contractor shall pass through to the State any warranty and indemnification rights available for pass through to the State from the manufacturers or vendors of such products and services comprising the Deliverables. Such third-party warranty coverage shall not relieve the Contractor from Contractor’s warranty obligations for Contractor’s

Services as provided herein.

5.24 Other Documents: Standard forms or templates may be used for various purposes, including but not limited to, Purchase 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”). However, any use of Other Documents are not a part of 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 and Purchasing Entity Orders.

5.25 Payment Terms And Invoicing: Pricing shall be set forth in the individual Order.

Payments terms are as follows:

(a) All invoices shall include Contractor’s tax identification number and a detailed description of Services rendered. If the State fails to pay a properly submitted invoice within thirty (30) calendar days of receipt, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to s.16.528 (3)(e), Wis. Stats., it shall pay any undisputed portion of said invoice, and will be excused from the prompt payment requirement for the disputed portion pending resolution of the dispute, provided it gives timely notice of such dispute to Contractor in writing and escalates the matter through the dispute resolution process in section 5.45 of this Participating

Addendum.

(b) Participating Entities may use a purchasing card, subject to its credit limit, or issue an Order, provided that any additional or different terms of such purchasing card or

Order shall not apply.

(c) Contractor shall forward invoice(s), directly to the Purchasing Entity. Orders and payments shall be made to Contractor.

5.26 Taxes: The Participating Entity and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below. The Participating Entity, including all its agencies, is required to pay the

Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The Participating Entity may be subject to other states' taxes on its purchases in that state depending on the laws of that state.

Contractors performing construction activities are required to pay state use tax on the cost of materials. Purchasing Entities other than State agencies may or may not be subject federal tax and Wisconsin state and local taxes. It is the responsibility of the Purchasing

Entity to provide the Contractor with the appropriate tax exemption information.

5.27 Pricing and Discount: In addition to the Master Agreement section VI, the State qualifies for governmental discounts, if available; and its educational institutions also qualify for educational discounts, if available. The Contractor may offer, within written quotes, a greater discount than the approved minimum discount for volume purchases or for competitive reasons.

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

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

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

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

(d) Purchasing Entity may negotiate a lower rate for volume placements.

5.28 Right to Assurance: If the State in good faith has reason to believe that the Contractor does not intend to or is unable to perform or continue performing under this Participating

Addendum, the Participating Entity may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within thirty (30) days, from Contractor’s receipt of such notice may, at the State's option, be the basis for terminating the Participating Addendum for the State's convenience per the terms of this Participating Addendum or other rights and remedies available by law.

5.29 Right of Offset: Upon written notice, the State may offset against contractual payments due to the Contractor in an amount necessary to satisfy a certified or verifiable delinquent payment owed by the Contractor to the State of Wisconsin or any local unit of government in Wisconsin that is not under formal written appeal. The State also reserves the right to cancel this Participating Addendum if a delinquency is not satisfied by the offset or other means during the term of this Participating Addendum.

5.30 Contractor Compliance and Responsibility for Actions: The Contractor shall at all times comply with and observe all Federal, State, and local laws, ordinances, and regulations that are in effect during the term of this Participating Addendum that govern Contractor’s business and operations. The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors under this Participating Addendum, and neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the

State.

5.31 Renegotiation of Agreement: The terms of this Participating Addendum will not be amended in any manner whatsoever without prior written agreement of the Participating

Entity and Contractor. Any changes to this Participating Addendum will be issued as an

Amendment.

5.32 Term and Termination:

5.32.1 This Participating Addendum shall end conterminously with the Master Agreement, provided that any Order entered into prior to expiration or termination of this Participating

Addendum shall survive such expiration of the Master Agreement, for the term stated in the

Order and continue to be subject to its terms.

(a) The Purchasing Entity may terminate a specific Order issued under this Participating

Addendum if the Contractor is unable to render the Services or provide the Products required in a timely manner in accordance with the terms of the Order, in order to meet the business needs of the Purchasing Entity, which inability shall remain uncured following thirty (30) days written notice to the non-performing party.

5.32.2. Termination for Cause: The State may terminate this Participating Addendum after providing the Contractor with thirty (30) Days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Participating Addendum.

The Contractor may terminate this Participating Addendum after providing the State with thirty (30) Days written notice of the State’s right to cure a failure of the State to perform under the terms of this Contract.

5.32.3 Termination for Convenience: The State may terminate this Participating Addendum at any time, without cause, by providing a written notice to the other party at least sixty (60)

Days in advance of the intended date of termination.

Contractor may terminate this Participating Addendum at any time, without cause, by providing a written notice to the other party at least sixty (60) Days in advance of the intended date of termination. In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Deliverables provided under the Participating Addendum. Compensation for partially completed Services shall be no more than the percentage of completion of the

Services requested, as determined by the State in its sole discretion, multiplied by the corresponding payment for completion of such Services as set forth in the Participating

Addendum. Alternatively, at the sole discretion of the State, the Contractor may be compensated for the actual Service hours provided. The State shall be entitled to a refund for Deliverables or Services paid for but not received or rendered, such refund shall be paid within 30 Days of written notice to the Contractor requesting the refund. In addition, except in the case of Non-appropriation of funds, Contractor shall be entitled to the consideration set forth in section F (Leasing and Rental Terms and Conditions), subsection 8 (Early

Termination Charges) of the Master Agreement in the event of cancellation involving FMV, $1 Buyout, Straight, and Short-Term Leases (which for the avoidance of doubt, such early termination charges to include payment of future lease payments through term unless otherwise negotiated with the Purchasing Entity).

5.32.4 Contract Cancellation:

(a) The State reserves the right to cancel this Participating Addendum in whole or in part without penalty, and without prior notice, if the Contractor:

I. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity;

II. Makes an assignment for the benefit of creditors;

III. Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Participating Addendum;

IV. Fails to maintain the confidentiality of the State’s information that is considered to be Confidential Information; or

V. Performs in a manner that threatens the health or safety of a State employee, citizen, or customer.

(b) The State reserves the right to cancel this Participating Addendum in whole or in part without penalty, with 30 days’ notice, if the Contractor:

I. Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes;

II. Incurs a delinquent Wisconsin tax liability;

III. Fails to submit a non-discrimination or affirmative action plan as required herein;

IV. Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair

Employment Law); or

V. Becomes a state or federally debarred contractor.

5.33 Contract Dispute Resolution: In the event of any unresolved dispute or disagreement between the parties under this Participating Addendum, whether with respect to the interpretation of any provision of the terms and conditions, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision.