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Printing Contractor Agreement

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									                            SOUTH CAROLINA
                       PARTICIPATING ADDENDUM
                 WESTERN STATES CONTRACTING ALLIANCE
                       Konica Minolta Printing Solutions
                       MASTER PRICE AGREEMENT
                               Number A63313

This Addendum is between Konica Minolta Printing Solutions ("Contractor") and all
j)articipatingSouth Carolina public procurementunits (as defmedby S.C. Code Ann. § 11-35-
          as          or
4-610(5), amended) governmental        bodies(as definedby S.C. CodeAnn. § 11-35-310(18),
ts amended).


   Scope: The Infornlation Technology ManagementOffice, a unit of the South Carolina
   Budget and Control Board's Division of the Chief Infonnation Officer, submits this
   ParticipatingAddendafor all SC Participants.

   Changes.'

                                     A GREEMEN T

      A. Definitions:

                                                                              by
      Unlessotherwisestated,termsusedherein shall havethe definitions assigned Master
      Price AgreementA63313.

                                                     Office established South
      "rrMO" meansthe Information TechnologyManagement                 by
                                   as
      Carolina CodeSection11-35-820, amended.

      "SC Participant(s)meansall participating South Carolinapublic procurementunits (as
                                                  as          or
      defmed by S.C. Code Ann. § 11-35-4610(5), amended) governmentalbodies (as
                                                as
      defmedby S.C.CodeAnn. § 11-35-310(18), amended).

      This Addendum is a "Participating Addendum" as defined in the Master Price
                                                                            the
      Agreement, fonns a part of the Master Price Agreement,and supersedes Master
                                                       The terms and conditions of this
      Price Agreementto the extent of any inconsistency.
                                                                  and
      Addendumapply only to the relationshipbetweenSC Participants Contractor.

      Pursuantto Section 11-35-4810,South Carolina public procurementunits, both state
                                                            as         are
      and local (as defined by S.C. CodeAnn. § 11-35-4610(5), amended) authorized
      to participatein cooperativepurchasing.

      Pursuant to Section 11-35-510 of the South Carolina Code of Laws, rrMO is
      authorizedto act as the statutoryprocurementagentfor every stategovernmentalbody
      (as defined by S.C. Code Ann. § 11-35-310(18),as amended).Consistent with its
                                                                   capacityand on behalf of
      statutory authority, rrMO is acting solely in a representative
      suchstategovernmental    bodies.
Participationby local public procurement units (asdefmedby S.c. CodeAnn. § 11-35-
4610(3), as amended)in the Master Price Agreementis optional. By submitting an
order and receivingdelivery of an item pursuantto the MasterPrice Agreement,a local
public procurementunit manifestsits intent to be and is bound by the Master Price
Agreement, including this addendum,unless the local public procurementunit has
enteredinto a separate ParticipatingAddendum.

Each SC Participant'sobligations and liabilities are independentof any other SC
Participant'sobligationsand liabilities. SC Participantsare not obligatedfor any order
submittedby anotherSC Participantand do not incur any liability with regardto any
other SC Participant.ITMO is acting solely on behalf of SC governmental    bodies and
bearsno liability for any damages   that any party may incur with regardto the Master
PriceAgreement.

South Carolina Prompt PaymentStatute: The obligations of any SC Participant are
governedby Section 11-35-45of the SouthCarolinaCodeof Laws, if the participantis
a "governmentalbody," as that term is defmedin Section11-35-310(18).

             to
Vendor agrees distribute its productsto SouthCarolinagovernmental  bodiesthrough
vendorsregisteredwith the South Carolina Secretaryof State as an authorizedSouth
Carolinavendor.

This Addendum,any order againstthe MasterPrice Agreement,and any dispute,claim,
or controversyrelating to the either shall, in all respects,be interpreted,construed,
                      by
enforcedand governed and underthe laws of the Stateof SouthCarolina.Any claim
by Contractor against any SC Participant shall be resolved exclusively by the
appropriateChief Procurement  Officer in accordance  with Title 11, Chapter35, Article
                                                           of
17 of the South Carolina Code of Laws, or in the absence jurisdiction, only in the
Court of Common Pleasfor, or a federal court located in, Richland County, State of
South Carolina. Contractor agreesthat no act by a SC Participant shall constitute
waiver of either the SC Participant's sovereign immunity or the SC Participant's
                                         of
immunity underthe EleventhAmendment the United State's         Constitution.

B. Tax Exeml2t: In order to exempt the State from the obligation to withhold taxes
   from payments due, Contractorshall, upon requestby the State,registeras required
                                                        and
   by SouthCarolina Code Section 12-8-550,as amended, submit the appropriate
   form (Nonresident Taxpayer Registration Affidavit   -   Income Tax Withholding) in
            with its instructions.
   accordance

c. ReturnGoods:Contractors    will providethe Statea ReturnMaterial Authorization
    (RMA) Number for returned equipment which includes, but is not limited to,
   softwareand its associated  documentation. The contractorwill provide instructions
                                            of
   to the Statefor the properimplementation the RMA.

D. Productsand ServicesNOT Providedbv this Particioatin2Addendum:Authorized
   purchasers  may purchase,and contractorsmay supply, "Services" only as defmed
                             of
   herein. For the purposes this agreement,     "Services" includesonly thoseServices
   directly relatedto the installation and configurationof the equipmentand operating


                                     2
     softwareto allow the equipmentto function in accordance    with the manufacturer's
                                                             of
     specificationsand those servicesrelatedto maintenance the equipmenteither to
     fulfill the Contractor'swarranty or any servicesrelatedto the routine maintenance
     of the equipmentor service. "Services" do not include ProfessionalServicesfor
     custom application design, or development, or other professional consulting
     services unrelated to the installation and/or configuration of equipment and/or
     softwareauthorizedunder the Addendum. A partial list of equipmentand services
     not authorizedby this agreementare: Ruggedized!     Armored PersonalComputers,
     Application Software, Consulting Services, Design Services, IT Temporary
     Professional Services, World Wide Web Services, Internet Based Educational
                         and
     Training Services, Copiers.
          Other itemsexcludedfrom being purchased   from this contractare as follows:
                  SANS Storage
                  Networking Hardwareexceptfor Network InterfaceCards(NIC) and the
                                  to
                  cablesnecessary attacha personalcomputerto the network.
                  ARRlicationSoftware:No Application Softwarewill be allowed on the
                  contract. The State of South Carolina has a separatecontract for
                  Application Software.

                                  will be allowed on Purchase
E. Item Substitution:No Substitutes                          Ordersreceivedfrom
   the South Carolina procurementunits without written pemrissionfrom the issuing
   procurement unit.

F.   ReRorting: All contractors will be required to process mond1ly usage reports
     electronically to the Infonnation Technology ManagementOffice (lTMO). The
     mond1lyreports shall be submittedby the last businessday of the month for the
     previousmonth's actual sales.Mond1lyreportsare requiredeven if no activity has
     occurred.The monthly report shall include,but is not limited to, the following Data
     Elements:

            1) SouthCarolinaContractNumber: (Minimum Character      length- 14
               digits, 2 alpha, 10 numericaland 2 dashes.Example; 03-S5824-
               A1234)

                                                          length- 7 digits,
            2) SouthCarolinaAgency Code: (Minimum Character
               numerical. Example: 1188200)

            3) Agency Purchase                                  length- 5
                                 Order Number: (Minimum Character
               digits, numerical)

                                         Orderor SouthCarolinaPurchasing
            4) Method of Payment: Purchase
                Card .'P-Card"

                             OrderDate: (mrn/dd/yy)
            5) Agency Purchase

            6) Model Numberor part Numberof the Item(s) Procuredon the
                        Purchase
               referenced       Order



                                       3
                                           character
            7) Quantity Amount: (Recommended       length- 13digits,
                 numerical with commas. 1,<XX>,<XX>,OOO)

            8) Purchase  OrderUnit CostAmount: (Recommended            length-
                                                               character
               13 digits, numericalwith commas.I,(XX),(XX),(XX»

            9) Invoice Amount: (Recommended        length- 15 digits,
                                           character
               numericalwith commas.100,000,000,000)

                                                              "X")
            10) Invoice Number: (Largestfield from manufacturer

            11) Invoice Date:(mrn/dd/yy)

                                        againsta previousPO and invoice
            12) RMA Amount: Return/Credit

            13) RMA Date:(mm/dd/yy)

            14) RMA Number:(mm/dd/yy)

            15) Fulfillment Agent

            16) Ship To andBill To Address

            17) ProductLine

            18) ProductFamily

            19) ProductGroup

       Contractors may file usagereports electronically through the ITMO On-
       Line Vendor UsageReporting Systemlocated at

       h!;!n://www .cio.state.sc.us/itmo/main.htm.

       At the abovethe web site, pleaseselectOnline ContractUsae:e              and
                                                                        ReRQrtine:
       follow the instructionsfor registering. Help menusare available. If personal
                 is
       assistance requiredplease    contactthe buyer of the solicitation
       If you have not registeredas a Vendor, select"New Vendor Ree:istration"     and
       completethe registrationprocess. If you are a registeredvendor, then please
       select"Change Vendor Proffie." V endorsare required to keep their vendor
       information current. Vendorsare remindedthat having a StateVendor Number
       doesnot removethem from the requirementto registerwith the South Carolina
                 of
       Secretary Stateandthe SouthCarolinaDepartmentof Revenue.

G. ContractHistory: The Stateof SouthCarolinahas an auditing requirementfor the
     retentionof contracthistory. The retentionfor the contracthistory is three (3)
     yearsafter the expirationdateof the contract. Upon prior written request,the



                                                     4
       Contractorwill make availableto the Statethoserecordsdirectly associated
       with Contractor'sperformanceunderthe Addendum.

H    Records  Retention& Rigl}t to Audit: The stateshall havethe right to audit the
     books and records of the contractor as they pertain to this contract, both
                 of,
     independent andpursuantto, s.c. CodeSection11-35-2220.Suchbooks and
     recordsshall be maintainedfor a period of three (3) yearsfrom the dateof fmal
     payment under the contract. The state may conduct, or have conducted,
     performance  auditsof the contractor. The statemay conduct,or haveconducted,
                                     of                                  by
     audits of specific requirements this bid as determinednecessary the state.
     Pertainingto all audits,contractorshall make availableto the stateaccessto its
     computer flies containing the history of contract perfonnance and all other
     documents  relatedto the audit. Additionally, any softwareusedby the contractor
                                                   at
     shall be madeavailablefor auditingpurposes no cost to the state.

I.   Administrative Fee: The Information Technology ManagementOffice (ITMO)
     issuesand maintainsStateterm contractsfor the benefit of governmentalentities
     within the Stateof South Carolina. In order to maintain and enhancethe quality
     and quantity of its Stateterm contractsan administrativefee of one percent(1%)
                                            of
     of the total actualsaleswill be assessed eachcontractor. Total actual saleswill
     be equalto grosssaleslessreturngoodsandtaxesas statedon the invoice.

       The AdministrativeFeewill be remittedmonthly in the form of a checkto:
             The Information TechnologyManagement    Office
             4430 BroadRiver Road.
             Columbia,SouthCarolina29210

       Eachremittancewill includethe period coveredand the contractnumber. The
                                                                      day
       monthly administrativefee shall be submittedby the last business of the
       month for the previousmonth's actualsales.

J.                                       The
     Changein ContractorRep;resentatives: Contractorwill email the South
     Carolinapoint of contactwithin seven(7) daysof any changeof contractcontacts
     and contactinformation.

K. Maximum Prices:The maximum price for printer suppliesmust be equal to or less
   than the currentSouthCarolinaStateContractfor printer supplies.

                                                                 for
L. PurchasingCard: South Carolina has enteredinto an agreement a Visa Card to
   provide the Statewith purchasingcard services. The purchasingcard allows state
   agenciesto make authorizedpurchases    from a vendor without the requirementto
   issuea purchase  order. Purchasingcardsare issuedto selectemployees   authorized
   to purchasefor the agency. Cardholderscan make purchasesdirectly from any
                       the
   vendor that accepts purchasingcard. StateAgenciesmay requestauthorization
   from the Materials Management   Officer, Mr. Voight Shealy,to use the purchasing
   card to pay for the purchaseof goods and servicesfrom thesestateterm contracts
   otherwisethe purchasingcard canonly be usedfor goodsapprovedby the Stateand
                           per
   the maximumpurchase transactionis $1,500.


                                     ~
M. Indemnification: The Stateof South Carolina, its officers, agents,and employees
                                                                    and
   shall be held harmlessfrom liability from any claims, damages, actionsof any
   nature arising from the use of any materialsfurnishedby the contractor,provided
                                                      on
   that suchliability is not attributableto negligence the part of the using agencyor
   failure of the using agency to use the materials in the manner outlined by the
   contractorin descriptiveliteratureor specificationssubmittedwith the contractor's
   proposal.
   This indemnification shall in no event exceed an amount equal to the total
   amount paid to Contractor,             for the period 12 months prior      to the
   incident   that gave rise     to the cause for     indemnification,          by
    (name for sc entities,      can't  recall what    it  is)   pursuant   to    this
   agreSlent.

N. CISG andUCITA: The partiesexpresslyagreethat neitherthe UN Conventionon
   the InternationalSaleof Goodsnor the Uniform ComputerInformation
                Act
   Transactions shall apply to this agreement.

O. Protectionof HumanHealth& the Environment:The Stateof SouthCarolina
   requiresall contractualactivities to be in compliancewith local, state,and federal
   mandatesconcerning "protection of human health and the environment". Any
   contractordoing business with the Statewill be requiredto documentcompliance
   and to specify prudent practicesused by the contractor to addressapplicable
   mandatesincluding, but not restrictedto "the hazard communicationstandard"
   OSHA CFR 1910.1200(SCRR Article 1,71-1910.1200).By submissionof this
                         to
   bid, the vendoragrees take all necessary     stepsto ensurecompliancewith these
   requirements .

P. Temlination b~ State:
     Notice of TenIlination: In the event of any tennination of the contract, the
     Stateshall give notice of suchterminationin writing to the contractor. Notice
     of terminationwill be sentby certified mail, return receiptrequested.

Q. Termination for Non-ARPIQRriations:
                                    Funds for this contract are payable from
   stateand/orfederalappropriations.In the eventno funds or insufficient funds are
                 and
   appropriated budgetedin any fiscal yearfor paymentsdue underthis contract.
                                                                  of
   the State shall immediatelynotify contractoror its assignee, such occurrence,
   and this contractshall createno further obligation of the Stateas to such current
   or succeeding   fiscal year, and shall be null and void, exceptas to the portions of
   paymentsherein agreedupon for funds which shall have been appropriatedand
   budgeted. In suchevent, this contractshall tenninateon the last day of the year
   for which appropriations                                              to
                              were receivedwithout penalty or expense the Stateof
   any kind whatsoever.After suchterminationof this contract,the Stateshall have
   no continuing obligation to make purchases       under this contract. No right of
   action or damages                                                              as
                       shall accrueto the benefit of the contractoror its assignee to
   that portion of this contract,which may so tenninate.




                                      6
        R. Terminationfor Convenience:    This contractmay be terminatedfor any reasonby
           the Information Technology ManagementOffice providing a 30 day advance
           notice, in writing, is given to the contractor. In the event that this contract is
                                                                        of
           terminatedor canceledupon requestand for the convenience the Statewithout
           thirty (30) days advancewritten notice, then the Stateshall negotiatereasonable
           terminationcosts,if applicable.

        s                for                                     and
            Tern1ination Cause:This contractmay be canceled terminatedby the State
            at any time within the contractperiod wheneverit is detenninedby the Statethat
            the contractor has materially breachedor otherwisematerially failed to comply
            with its obligations hereunder. The State will not be liable for any termination
            costs;the thirty (30) daysadvance notice requirementis waived.

        T. Termination b~ Contractor: Requestsfor termination of this contract by the
           contractor must be received in writing by the Information Technology
           Management Office at least ninety (90) days before the requested contract
           terminationdate.

        u. Insolvenc~: This contractis voidableand subjectto immediateternlinationby the
           State upon the contractor'sinsolvency, including the filing of proceedingsin
           bankruptcy.

        v. Deliverv: All items shall be deliveredwithin 30 days ARO. All items shall be
           FOB destination. The term FOB destinationshall meandeliveredand unloadedat
           the agency's designatedreceiving site with all chargesfor transportationand
           unloadingpaid by the contractor. Thesechargesareto be included in the price of
           the product,not invoiced separately.

        w. Warrant~: All equipmentshall be warrantedfor a minimum of 1 (one) year or the
           standardwarranty; which ever is greater,from the date of fmal acceptance,  to
           include partsand labor.

        x. Manual Orders: For those procurementunits that do not have or do not use
           electronicordering, the contractoragreesto input/key ordersreceivedvia mail or
           fax into their orderprocessingsystem.

3 Lease Agreements: A LeasingAgreementprovision is not currently authorizedby this
     ParticipatingAddendum.

4.   Primary Points of Contact: The SouthCarolinaprimary point of contactfor this
     ParticipatingAddendumis:

                            Sr,
        Jeffrey C Patterson, CPPB
        Office of Information Technology
        4430 Broad River Road
        SouthCarolina,29210
        Phone: (803) 896-0346
        Fax: (803) 896-0099
            City: Columbia
            E-mail: jpatter@cio.sc.gov
      Price Agreement Number: All purchase    ordersissuedby procuringagencies   within the
5.
      jurisdiction of thi!_Participating~ddendumshall include the Stateof SouthCarolina


6.        Income Tax Credit for State Contractors Having Subcontracts with MINORITY
          Firms: References:SC §12-6-3350 -- Taxpayers, who utilize certified minority
          subcontractors, may take a tax credit equal to 4% of the paymentsthey make to said
                          The
          subcontractors. paymentsclaimed must be basedon work performeddirectly for a
          South Carolina statecontract.The credit is cappedat $25,000per year or the total tax
          liability; whichever is lesser. The taxpayer is eligible to claim the credit for 6
          consecutivetaxable years beginning with the taxable year in which the credit is [lISt
          claimed.Thereis no carry forward of unusedcredits.

            The credit may be claimedon Form TC-2, "Minority BusinessCredit." A copy of the
            subcontractor's certificate from the Governor's Office of Small and Minority
                                               to
            Business(OSMBA) is to be attached the contractor'sincometax return. Taxpayers
            must maintain evidenceof work performed for a State contract by the minority
             subcontractor.

             Questionsregardingthe tax credit andhow to file areto be referredto:


                                       SC Department of Revenue
                                          Researchand Review
                                          Phone:(803) 898-5786
                                          FAX: (803) 898-5888
                      SC           -
             Reference: §11-35-5010 Definition for Minority Subcontractor
             SC §11-35-5230 (B) - Regulations for Negotiating with State Minority Firms:
             The subcontractor must be certified as to the criteria of a "Minority Finn" by the
             Governor's Office of Small and Minority Business Assistance (OSMBA). Certificates
             are issued to subcontractors upon successful completion of the certification process.
             Questions regarding subcontractor certification are to be referred to:
                                      Governor's Office of Small and
                                       Minority Business Assistance
                                          Phone: (803) 734-0657
                                           FAX: (803) 734-2498

           This Addendum and the Price Agreement set forth the entire agreementbetween the
     7.
           partieswith respectto the subjectmatter of all previous communications, representations
           or agreements, whetheroral or written, with respectto the subjectmatter hereof. Terms
           and Conditions inconsistentwith, contrary or in addition to the terms and conditions of
           this Addendumand the Price Agreement,togetherwith its exhibits, shall not be addedto
           or incorporated into this Addendum or the Price Agreement and its exhibits, by any
           subsequent purchase order or otherwise,and any suchattemptsto add or incorporatesuch

                                                     8
     Tenns and Conditions are herebyrejected.The Terms and Conditions of this Addendum
     and the Price Agreement shall prevail and governin the caseof any such inconsistentor
     additionalterms.

8.    In the spaceprovided,Contractorshall providethe informationrequiredby Paragraph
      22(A) of the MasterPrice Agreement:

     Authorized business  partnersfor salesand serviceare identified on Konica Minolta
     Printing Solutions' main internetwebsite.




     Konica Minolta Printing Solutionsreservesits right to add or delete identified business
     partners from time to time, and with the advice and consent of the Customer, as
     circumstancesrequire.

9. Consistentwith Paragraph of the MasterPrice Agreement,replacement
                          37                                       parts may not
     be refurbished unless the relevant purchaseorder expressly addressesthe use of
     refurbishedreplacement parts.

     IN WITNESS WHEREOF. the parties have executedthis Addendum as of the date of
     executionby both partiesbelow.

     FOR SOUTH CAROLINA GOVERNMENTAL
     BODIES:
     The undersigned  personwarrantsthat he or she
     is authorizedto executethe contractandlegally
     bind the governmental bodiesthereto.
                                                        Konica Minolta Printer Solutions

                                                 Signature:   , ~-e-~-
     Printed Name:Tammv Blackwell                Printed Name: Bryan Hack

     Title: Information   Technoloe:v Manae:er   Title: Secretary and General Counsel
     Date:                                       Date:

                                          EM of Document




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