WESTERN STATES CONTRACTING ALLIANCE Tires, Tubes and Services, Utah Contract #MA210

PARTICIPATING ADDENDUM WESTERN STATES CONTRACTING ALLIANCE Tires, Tubes and Services, Utah Contract #MA210 BRIDGESTONE AMERICAS TIRE OPERATIONS, LLC and The State of New Jersey This Participating Addendum, together with its exhibits ( Participating Addendum ), is made as of the day of August, 2012, by and between Bridgestone Americas Tire Operations, LLC ( Bridgestone ), whose principal address is 525 Marriott Drive, Nashville, Tennessee, 37214-0991, and the State of New Jersey, Department of the Treasury, Division of Purchase and Property ( Division ), whose address is 33 West State Street, 8th Floor, P.O. Box 230, Trenton, New Jersey 08625, on behalf of the State of New Jersey and its Cooperative Purchasing participants as hereinafter defined (collectively referred to as the State ). WHEREAS, pursuant to N.J.S.A. 52:34-6.2 the Director, Division of Purchase and Property ( Director ) may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services ; and WHEREAS, the State of Utah competitively bid and awarded a cooperative contract for tires, tubes and services on behalf of the Western States Contracting Alliance ( WSCA ), Utah Contract Number MA210, together with its exhibits (the WSCA Tires, Tubes and Services Contract ); and WHEREAS, Bridgestone is the contractor under the WSCA Tires, Tubes and Services Contract; and WHEREAS, Bridgestone has agreed to the State of New Jersey s Standard Terms and Conditions (Rev: 10/21/2011), a copy of which is attached hereto as Exhibit A and which is incorporated herein by reference, with the exceptions set forth below in this Participating Addendum ; and WHEREAS, the Director has determined that it is in the best interest of the State to enter into a Participating Addendum with Bridgestone to provide tires, tubes and services to the State under the WSCA Tires, Tubes and Services Contract; and WHEREAS, the parties seek to enter into this Participating Addendum to memorialize the terms of their contractual relationship; NOW THEREFORE, for good and valuable consideration, the parties to this Participating Addendum hereby agree as follows: 1. Term: This Participating Addendum shall be effective from the date executed by both parties through March 31, 2015. The parties may agree to extend its contractual relationship under this Participating Addendum pursuant to any extension of the WSCA Tires, Tubes and Services Contract under the same terms and conditions agreed to under this Participating Addendum. 2. Scope: All governmental entities within the State of New Jersey, including all state agencies and local public bodies, counties, cities, municipalities, public schools and institutions of higher education ( Cooperative Purchasing participants ) (hereinafter collectively the State ), are authorized to purchase products under the terms and conditions of this Participating Addendum. Bridgestone shall provide to the State and its Cooperative Purchasing participants the products set forth in the WSCA Tires, Tubes and Services Contract at the pricing, terms and conditions therein set forth and under the terms and conditions specifically set forth in this Participating Addendum. 3. State of New Jersey Standard Terms and Conditions: Bridgestone has read and agreed to the State of New Jersey s Standard Terms and Conditions, which are incorporated herein by reference and are attached hereto as Exhibit A, with the following exceptions: 1

a. Bridgestone shall only be required to comply with Section 3.3(c) PUBLIC WORKS CONTRACT ADDITIONAL AFFIRMATIVE ACTION REQUIREMENTS for all Bridgestone manufacturing facilities located in the State of New Jersey. b. Section 4.1(a) shall be modified as follows: Indemnification for Third Party Claims The contractor shall, solely on behalf of itself, its employees, and its company owned operations, assume the risk of and responsibility for, and agrees to indemnify, defend, and save harmless the State and its employees from and against any and all claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith which shall result directly or indirectly from the willful misconduct negligence and/or defective work or materials supplied under this contract, including liability of any nature or kind for or on account of the use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this contract. c. Section 4.2 shall be modified as follows: INSURANCE - The contractor shall self-insure and/or secure and maintain in force for the term of the contract insurance as provided herein. All required insurance shall be provided by insurance companies with an A- VIII or better rating by A.M. Best & Company. The contractor shall provide the State with current certificates of insurance for all coverages and renewals thereof, which shall set forth information for all required coverages, including the self-insured portion of each coverage line by notation. The certificates shall reflect that the insurance policies shall not be canceled for any reason except after sixty (60) days written notice to the State. Certificates of renewals shall be provided within thirty (30) days of the expiration of the insurance. The contractor shall not begin to provide services or goods to the State until evidence of the required insurance is provided. The certificates of insurance shall indicate the contract number or purchase order number and title of the contract in the Description of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of Purchase & Property, Contract Compliance & Audit Unit, PO Box 236, Trenton, New Jersey 08625 in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the State at: ccau.certificate@treas.state.nj.us The insurance to be provided by the contractor shall be as follows: a. Occurrence Form Comprehensive General Liability Insurance or its equivalent: The minimum limit of liability shall be $1,000,000 per occurrence as a combined single limit for bodily injury and property damage. The above required Comprehensive General Liability Insurance policy or its equivalent shall name the State, its officers, employees, and Cooperative Purchasing participants as Additional Insureds and include the blanket additional insured endorsement or its equivalent. The coverage to be provided under these policies shall be at least as broad as that provided by the standard basic, unamended, and unendorsed Comprehensive General Liability Insurance occurrence coverage forms or its equivalent currently in use in the State of New Jersey, which shall not be circumscribed by any endorsement limiting the breadth of coverage. b. Automobile Liability Insurance which shall be written to cover any automobile used by the insured. Limits of liability for bodily injury and property damage shall not be less than $1 million per occurrence as a combined single limit. The State and its Cooperative Purchasing participants must be named as an Additional Insured on the policy and a 2

blanket additional insured endorsement or its equivalent must be provided when the services being procured involve vehicle use on the State s behalf or on State controlled property. If contractor is self-insured, the contractor shall certify the excess portion of the specified coverage, and note the limit that is subject to self-insurance on the certificate. c. Worker s Compensation Insurance applicable to the laws of the State of New Jersey and Employers Liability Insurance with limits not less than: $1,000,000 BODILY INJURY, EACH OCCURRENCE $1,000,000 DISEASE EACH EMPLOYEE $1,000,000 DISEASE AGGREGATE LIMIT d. In the case of a contract entered into pursuant to N.J.S.A. 52:32-17, et seq., (small business set asides) the minimum amount of insurance coverage in subsections a., b., and c. above may have been lowered in the RFP for certain commodities when deemed in the best interests of the State by the Director. d. Section 5.4 shall be modified as follows: STATE S OPTION TO REDUCE SCOPE OF WORK The State has the option, in its sole discretion, to reduce the scope of work for any deliverable, task or subtask called for under this contract. In such an event, if the contractor has undertaken any work effort toward a deliverable, task or subtask that is being changed or eliminated such that it would not be compensated under the adjusted contract, the contractor shall be compensated for such work effort according to the applicable portions of its price schedule and the contractor shall submit to the Director an itemization of the work effort already completed by deliverable, task or subtask within the scope of work, and any additional information the Director may request. e. Section 5.5 shall be modified as follows: CHANGE IN LAW Whenever a change in applicable law or regulation affects the scope of work, the Director shall provide written notice to the contractor of the change. If the contractor has undertaken any work effort toward a deliverable, task or subtask that is being changed or eliminated such that it would not be compensated under the adjusted contract, the contractor shall be compensated for such work effort according to the applicable portions of its price schedule and the contractor shall submit to the Director an itemization of the work effort already completed by deliverable, task or subtask within the scope of work, and any additional information the Director may request. f. Section 5.7 TERMINATION OF CONTRACT shall be modified to state that either party may terminate the contract for convenience upon sixty (60) days written notice to the other party. The State may cancel its participation upon thirty (30) days written notice to the contractor. The last sentence of paragraph d shall be deleted. g. Section 5.15 shall be modified as follows: MAINTENANCE OF RECORDS - The contractor shall maintain records for products and/or services delivered against the contract for a period of five (5) years from the date of final payment. Such records shall be made available to the State for audit and review, including the Comptroller, during reasonable business hours, upon reasonable notice and at the State s sole expense. 3

h. Section 6.6 AVAILABILITY OF FUNDS shall be modified by adding the following sentence to the end of the paragraph: Notwithstanding the foregoing, the parties agree that performance under this contract is contingent upon the appropriation of funds. i. Section 5.16 shall be deleted and replaced with the following: ASSIGNMENT OF ANTITRUST CLAIMS The contractor recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the ultimate purchaser. Therefore, and as consideration for executing this contract, the contractor, acting herein by and through its duly authorized agent, hereby agrees, with respect to all claims and causes of action it may now or hereafter acquire under the antitrust laws of the United States or the State of New Jersey, relating to the particular goods and services purchased or acquired by the State of New Jersey or any of its political subdivisions or public agencies or other Cooperative Purchasing participants pursuant to this contract, as follows: a. The contractor will take no action which will any way diminish the value of the above claims and causes of action. b. The contractor will advise the Attorney General of New Jersey: 1. In advance of its intention to commence any action on its own behalf regarding any such claim or causes(s) of action; 2. Immediately upon becoming aware of the fact that an action has been commenced on its behalf by some other person(s) of the pendency of such action. c. Furthermore, it is understood and agreed that in the event any payment under any such claim or cause of action is made to the contractor, it shall promptly pay over to the State of New Jersey the pro rata share thereof relating to the particular goods and services purchased or acquired by the State of New Jersey or any of its political subdivisions or public agencies or other Cooperative Purchasing participants pursuant to this contract. 4. Authorized Dealers: An Authorized Dealer is an independent dealer selected by Bridgestone to supply Bridgestone products and perform services pursuant to the terms of the WSCA Tires, Tubes and Services Contract and has also executed the Dealer Agreement attached hereto as Exhibit B and provided an insurance certificate indicating that the State of New Jersey is an additional insured on the independent dealer s insurance policies. The Contractor agrees that if an Authorized Dealer does not comply with its obligations to the State or the State s Cooperative Purchasing participants under the Dealer Agreement, attached hereto as Exhibit B, including without limitation, to provide the required insurance and indemnify the State or its Cooperative Purchasing participants, or if there is a dispute or question regarding such obligations, the Contractor shall be responsible for enforcing the terms of the contract and securing the Authorized Dealer s compliance with the terms of the Dealer Agreement to the fullest extent permitted by law. Nothing in this Participating Addendum shall be used or interpreted to characterize the agreement or relationship between Bridgestone and its Authorized Dealers. 5. Primary Agreement Contact: The primary participating entity contact for this Participating Addendum is as follows: Name: Vance Bequer Title: Procurement Specialist Participating Entity Name: New Jersey Division of Purchase and Property, Department of the Treasury Address: 33 W. State Street, P.O. Box 230, Trenton, NJ 08625-0230 Telephone: (609) 943-4816 Fax: (609) 292-1114 E-mail: vance.bequer@treas.state.nj.us 4

The primary Contractor contact for this Participating Addendum is as follows: 5. Reports: Name: Vicky Dunbar Contractor: Bridgestone Americas Tire Operations, LLC Address: 525 Marriott Drive, Nashville, Tennessee, 37214-0991 Telephone: 615-937-3693 Fax: 615-493-000 E-mail: DunbarVicky@BFUSA.com Expenditure reports: Bridgestone will submit quarterly expenditure reports covering all purchases made under this Participating Addendum in a format mutually agreed to by the parties. Contractor(s) must provide, on a calendar quarter basis, to NJSupplierReports@treas.state.nj.us, a record of all purchases made under this Participating Addendum. This reporting requirement includes sales to all State using agencies, political sub-divisions thereof and, if permitted under the terms of the contract, sales to counties, municipalities, school districts, volunteer fire departments, first aid squads and rescue squads, independent institutions of higher education, state and county colleges and quasi-state agencies and other Cooperative Purchasing participants. Quasi-state agencies include any agency, commission, board, authority or other such governmental entity which is established and is allocated to a State department or any bi-state governmental entity of which the State of New Jersey is a member. This information must be provided in a tabular format such that an analysis can be made to determine the following: Contractor s total sales volume, with line item detail, to each purchaser under the contract, subtotaled by product, including, if applicable, catalog number and description, price list with appropriate page reference and/or contract discount applied. Total dollars paid to subcontractors. Submission of purchase orders, confirmations, and/or invoices do not fulfill this contract requirement for information. Failure to report this mandated information may be a factor in future award decisions and/or the decision to extend the term of this Participating Addendum. Contractors must submit the required information in Microsoft Excel format and reports are due: Quarter 1: January 1 st through March 31 st due by April 30 th ; Quarter 2: April 1 st through June 30 th due by July 30 th ; Quarter 3: July 1 st through September 30 th due by October 30 th ; Quarter 4: October 1 st through December 31 st due by January 30th. 6. Contract Number: All invoices issued for tires, tubes and/or services under this Participating Addendum shall reference the State s contract number, purchase order and the WSCA Tires, Tubes and Services Contract number. 7. Compensation and Ordering: a. Pricing shall be as set forth in the WSCA Tires, Tubes and Services Contract. b. The State shall make all payments to Bridgestone s Authorized Dealers under the provisions of the New Jersey Prompt Payment Act, N.J.S.A. 52:32-32 et seq. c. All orders and payment will be issued directly to Bridgestone s Authorized Dealers. d. Each of Bridgestone s Authorized Dealers shall submit invoices upon delivery of products, or on a monthly basis according to its practices. 8. Miscellaneous: 5

a. Any claims against the State under this Participating Addendum are subject to the Tort Claims Act (N.J.S.A. 59:1-1 et seq.) and the Contractual Liability Act (N.J.S.A. 59:13-1 et seq.). b. All publicity and/or public announcements pertaining to this Participating Addendum shall be approved by both parties prior to release. c. The following are New Jersey procurement requirements that Bridgestone agrees to fulfill prior to contract award: i. New Jersey Business Registration (N.J.S.A. 52:32-44); ii. Ownership Disclosure (N.J.S.A. 52:25-24.2); iii. Executed MacBride Principles (N.J.S.A. 52:34-12.2); iv. Executed Notice of Set-Off for State Tax (N.J.S.A. 54:49-19); v. Completed Contractor Certification and Disclosure of Political Contributions (N.J.S.A. 19:44A-20:13 et seq.); vi. Disclosure of Investigations and Actions Involving Bidder; vii. Vendor Certification (P.L. 2005, c.271); viii. Source Disclosure Certification (N.J.S.A. 52:34-13.2); ix. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et seq.), specifically New Jersey Form AA-302 Affirmative Action Employee Information Report; or New Jersey Affirmative Action Certificate; or Federal Affirmative Action Approval Letter. d. This Participating Addendum including, without limitation, the State s Standard Terms and Conditions, and the WSCA Tires, Tubes and Services Contract, set forth the entire agreement between the parties and supersede all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. The parties also recognize and agree that the State is a third-party beneficiary of all of the Dealer Agreements entered into by Bridgestone as a result of this Participating Addendum which shall permit Bridgestone Authorized Dealers to supply goods and services to the State pursuant to the terms of the WSCA Tires, Tubes and Services Contract and this Participating Addendum. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the WSCA Tires, Tubes and Services Contract, shall not be added to or incorporated into this Participating Addendum or the WSCA Tires, Tubes and Services Contract by any subsequent purchase order or otherwise and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the WSCA Tires, Tubes and Services Contract shall prevail and govern in the case of any such inconsistent or additional terms. In the event of any conflict between the terms of this Participating Addendum and the WSCA Tires, Tubes and Services Contract, the terms of the Participating Addendum shall prevail. e. No term or provision of this Participating Addendum shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent. f. This Participating Addendum may not be amended or modified except by written agreement executed by authorized representatives of each party. g. The parties hereto agree that this Participating Addendum may be executed in counterpart, each original signed page to become part of the original document. h. Any litigation arising from this Participating Addendum or relating thereto shall be brought in a State court of the State of New Jersey and governed by the applicable laws, regulations and rules of evidence of the State of New Jersey, without out reference to conflict of law principles. i. The documents below shall govern the liability of Bridgestone and the State for the services and products being provided by Bridgestone and its authorized dealers in the following order of precedence: i. New Jersey s Participating Addendum, including the State of New Jersey Standard Terms and Conditions with the exceptions set forth in New Jersey s Participating Addendum; The WSCA Tires, Tubes and Services Contract, State of Utah State Cooperative Contact Number MA210, dated March 9, 2012, including its exhibits. 6

IN WITNESS WHEROF, the parties have executed this Participating Addendum as of the date of execution by both parties below. Government Entity: State of New Jersey Department of Treasury Division of Purchase and Property Contractor: Bridgestone Americas Tire Operations, LLC Name: Jignasa Desai-McCleary Name: Linda Alberstadt Title: Director Title: Manager, Purchase Resale, Military, Government Date: Date: 8/8/2012 Approved as to Form: Jeffrey S. Chiesa Attorney General of the State of New Jersey Name: Title: Deputy Attorney General Date: 7