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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
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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
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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.
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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
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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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