Lexmark Information Sheet - 6.2.25.docx

LEXMARK INTERNATIONAL INC

Wisconsin Contract No. 505ENT-M25-MFDCOPIER-06 NASPO Master Agreement (MA) No. 188733

CONTRACT DETAILS

D – Single Function Printers G – Software H – Consumable Supplies

· Online NASPO ValuePoint Store: http://shop.lexmark.com/naspo

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

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

Contract and Escalation contact:

Debra Lee, SLED Contract Business Development Manager 847 537 0344, Debra.lee@lexmark.com

Sales contacts:

Mary Agnes Muldoon-O'Kane, Sr. Territory Sales Manager 859.447.7746, mary.muldoon-okane@lexmark.com

Cindy Duerson Harris, Inside Account Manager Cell: 859-492-3881, cindy.harris@lexmark.com

STAR Supplier ID: Ending in 43797

Primary Contact:

Amanda Lessner- Senior Account Executive, alessner@gflesch.com 608-271-2100 NOTE: Email orders to Amanda.

Remote Tech Support: 888-432-5556,gfchelp@gflesch.com

Onsite Service & Supply Ordering: 866-680-2679

Payment Inquiries: 608-441-1850, gfc.ar@gflesch.com

Remittance address:

Gordon Flesch Company Bin 88236 Milwaukee, WI 53288-0236 Order Addresses:

2675 Research Park Dr Madison, WI 53711

11021 W Lincoln Ave West Allis, WI 53227

2913 Tempest Ct Appleton, WI 54913

STAR Supplier ID: Ending in 14016

MCM Enterprise Inc. DBA Output Management Group (OMG) 42 Cherry Street, Suite 301 Woonsocket, RI 02895

Primary Contact:

Matthew Moylan, mmoylan@outputmgroup.com , 866-626-4567

STAR Supplier ID: OMG does NOT have a STAR account setup. If you are a STAR supported agency wanting to do business with them, please contact the contract manager, Hallee Kox at Hallee.Kox@wisconsin.gov, 608-266-7554.

If you need further assistance regarding your experience under this contract, feel free to escalate to Lexmark (contact information above).

CONTRACT DOCUMENTS

Master Lease Agreement *Negotiated for Convenience

Maintenance Agreement *Negotiated for Convenience

Participating Addendum

NASPO Master Agreement

Service Level Agreement

Lexmark Sample Customer PO

Lexmark SOW Template

Lexmark Cloud Services Agreement

Lexmark Software License Agreement T&Cs

Lexmark Software Limited Warranty and License Agreement T&Cs

Lexmark EULA

Lexmark Data Collection and Cookie Notice

Lexmark Extended Warranty T&Cs

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Attachment 2 - Lease Agreement - FINAL 6.14.24.docx

LESSEE:

Attachment 2 - Lexmark Master Lease Agreement Terms and Conditions

This Master Lease Agreement (“Agreement”) is dated as of this

_ , 20 , and is by and between [insert lessor name and address] (“Lessor”) and the Lessee identified above (“Lessee”). The words “you” and “your” refer to the “Lessee” and the words “we”, “us” and “our” refer to the Lessor. Please read your copy of this Agreement carefully and feel free to ask us any questions you may have about it.

1. LEASE: This Agreement establishes the general terms and conditions under which we may from time to time lease Equipment (as hereinafter defined) to you. The terms of this Agreement shall be deemed to form a part of each Schedule (the form of which is attached hereto as Exhibit A) executed by you and us which references this Agreement. “Equipment” shall mean all items of equipment described in the applicable Schedule. You may issue Purchase Orders that incorporate by reference this Master Lease Agreement and if so incorporated by reference, each such Purchase Order will constitute a Schedule for the purposes of this Master Lease Agreement. Each Schedule shall constitute a separate Lease Agreement (“Lease”) incorporating all of the terms of this Agreement. In the event of a conflict between the provisions of this Lease and the provisions of this Agreement, the provisions of the Lease shall prevail, providing they do not conflict with the applicable leasing language in the NASPO ValuePoint Master Agreement, in which case, the NASPO ValuePoint Master Agreement language shall prevail.

2. TERM AND RENT: This Agreement shall become effective upon acceptance and execution by us and shall remain effective at least until the expiration of the last Lease term under any Schedule. Each Lease is effective on the date that it is accepted and signed by us, and the term of each Lease begins on that date or any later date that we designate (the “Commencement Date”) and continues thereafter for the number of months indicated on the Lease. Lease Payments will be due as invoiced by us until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. Your obligation to pay the Lease Payments and other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim. All payments will be made to us at the above address we indicate in writing. THIS AGREEMENT AND ALL LEASES ARE NON-CANCELABLE except as specified in the Participating Addendum and herein. The amount of each Lease Payment is based on the Equipment cost including (if applicable), any installation, other related costs, excluding sales or use tax, and shall not exceed the pricing in the NASPO ValuePoint Master Agreement. The Lease Payments shall be mutually agreed upon with the Lessor prior to Exhibit A (Master Lease Agreement Schedule) being executed.

3. LATE CHARGES/DOCUMENTATION FEES: If you fail to pay a properly submitted invoice within thirty (30) days of receipt date, you shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if you declare a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., you 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 you gives timely notice of such dispute to us in writing and escalates the matter through the dispute resolution process.

4. DELIVERY AND ACCEPTANCE: The costs of delivery and installation of the Equipment are included in the cost of the Equipment. If requested, you will sign a separate Equipment delivery and acceptance certificate.

5. SELECTION OF EQUIPMENT/DISCLAIMER OF WARRANTIES: You have selected the Equipment and the supplier from whom we agree to purchase the Equipment at your request. We are not the manufacturer of the Equipment and we are leasing the Equipment to you “AS-IS”. You have selected the Equipment and we MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We transfer to you for the term of a Lease all warranties and the benefit of any indemnities, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS AGREEMENT AND EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT A LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER A LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER.

6. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless you have a $1.00 purchase option, we will have title to the Equipment. If you have a $1.00 purchase option and/or the Lease is deemed to be a security agreement, you grant us a security interest in the Equipment and all proceeds thereof. You have the right to use the Equipment for the full Lease term provided you comply with the terms and conditions of the Lease. Although the Equipment may become attached to real estate, it remains personal property and you agree not to permit a lien to be placed upon the Equipment or to remove the Equipment without our prior written consent. We have the right, with advance notice, and Lesse’s approval which the Lesse shall not unreasonably withheld, to inspect the Equipment.

7. USE, MAINTENANCE AND REPAIR: You are required, at your own cost and expense, to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, while it is in your possession, and you will supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become our property. You may, with our prior written consent, make modifications to the Equipment; provided such modifications do not reduce the value or usefulness of the Equipment or result in the loss of any warranty or any certification necessary for the maintenance of the Equipment and such modifications must be easily removable without causing damage to the Equipment. Before returning the Equipment, you agree to remove such modifications and restore the Equipment to its original condition. If you fail to remove such modifications, we are deemed the owner of such modifications. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER AND/OR THE MANUFACTURER, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY REQUIRED MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS UNLESS A GOOD FAITH DISPUTE OCCURS.

8. ASSIGNMENT: YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS AGREEMENT AND THE APPLICABLE LEASE WITHOUT OUR PRIOR WRITTEN CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD). You agree that we may not sell, assign or transfer any Lease without notice to you, and if we do, the new owner or assignee will have the same rights obligations, and benefits that we now have but the rights of the new owner or assignee will not be subject to any claims, defenses, or set-offs that you may have against us. Any such assignment, sale or transfer of a Lease or the Equipment will not relieve us of our obligations to you under the Lease.

9. REDELIVERY AND RENEWAL: Upon at least sixty (60) days but not more than ninety (90) days prior to the expiration of the Lease term, we shall advise you of the end of the Lease term options available to you in writing (email will be sufficient for a writing). Provided you have given thirty (30) days written notice, you shall exercise your option to i) purchase the Equipment, ii) renew the Lease on a month to month basis, or iii) return (or make available) the Equipment to us in good repair, condition and working order, ordinary wear and tear excepted. If you fail to notify us, you will immediately make the Equipment available to us, in as good repair, condition and working order, ordinary wear and tear excepted.

10. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of, or damage to the Equipment while the Equipment is in your possession, excluding damage caused by a Lexmark-certified technician while the Equipment is on your premises. No such loss or damage relieves you from any obligation under a Lease. You agree to promptly notify us in writing of any loss or destruction or damage to the Equipment and you will, at our option, (a) repair the Equipment to good condition and working order, (b) replace the Equipment with like Equipment in good repair, condition and working order, acceptable to us and transfer clear title to such replacement Equipment to us, such Equipment shall be subject to the Lease and be deemed the Equipment, or (c) pay to us the present value of the total of all unpaid Lease Payments for the full Lease term, plus the estimated fair market value of the Equipment at the end of the originally scheduled Lease term or any End of Lease Option price stated on the Lease (“Residual”), with the accelerated Lease Payments and the Residual discounted at a rate of 4% per annum (the “Present Value Rate”), whereupon the Lease shall terminate. All proceeds of insurance received by us as a result of such loss or damage will be applied toward the replacement or repair of the Equipment or the payment of your obligations.

11. LIABILITY: We are not responsible for any losses or injuries caused by the installation or use of the Equipment and both parties will not make any claims, against each other.

12. TAXES: The State of Wisconsin 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 State of Wisconsin, 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 State of Wisconsin 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.

13. INSURANCE: During the term of each Lease, you are responsible for providing protection of the Equipment from damage, destruction or loss of any kind. If the Equipment is damaged, destroyed or lost, you agree to continue to pay the amounts due and to become due hereunder without setoff or defense. You agree to cooperate with us and any insurer in the placement of coverage and any claims thereunder. You will provide property insurance to cover the Equipment through self-insurance or otherwise.

14. DEFAULT: You are in default of this Agreement and the applicable Lease if any of the following occurs: a) you fail to pay any Lease Payment in accordance with section 3 of this Agreement or b) you breach any representation warranty or other obligation under this Agreement and this failure continues for forty-five (45) days after we notify you of default.

15. REMEDIES: We have the following remedies if a default should occur: a) Upon written notice, declare the entire balance of the unpaid Lease Payments for the full term immediately due and payable; and you agree to compensate us, by paying, the sum of: (i) all past due and current Lease Payments (or other periodic payments) and charges due under the applicable Lease Agreement (ii) the present value of all remaining Lease Payments (or other periodic payments) and charges for the remainder of the term of such Lease, discounted at the rate of four percent (4%) per annum (or the lowest rate permitted by law, whichever discount is higher); and (iii) the present value (at the same discount rate as specified in clause (ii) above) of the amount of any purchase option with respect to the Equipment or, if none is specified, our anticipated value of the Equipment at the end of the initial term of such Lease (or any renewal thereof). The present value or anticipated value of the Equipment shall not exceed the price listed in the NASPO ValuePoint Master Agreement; b) Charge you interest on all monies due us under the applicable Lease Agreement at the rate of one percent (1%) per month from the date of default until paid, but in no event more than the maximum rate permitted by law, whichever is less; and c) Require that you return the Equipment to us by a mutually agreed upon date and in the event you fail to return the Equipment by the mutually agreed upon date, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment shall constitute a termination of a Lease. In the event the Equipment is returned or repossessed by us and unless we have terminated the Lease, we will sell or re-rent the Equipment to any persons with any terms we determine, at one or more public or private sales, with or without notice to you, and apply the net proceeds after deducting the costs and expenses of such sale or re-rent, to your obligations with you remaining liable for any deficiency and with any excess being retained by us. The credit for any sums to be received by us from any such rental shall be discounted to the date of the agreement at six percent (6%) per year. Both parties may seek any and all legal remedies to which they are entitled under the law. You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time if the Agreement is not expired or otherwise terminated

16. PURCHASE OPTION: Upon expiration of the Lease term, provided you are not in default, you shall have the option to purchase all but not less than all of the Equipment on the terms as indicated in the End of Lease Options checked off on the Lease. We will use our reasonable judgment to determine the Equipment’s fair market value for all FMV purchase options which shall be based on the Equipment remaining in place.

17. RESERVED.

18. WARRANTY OF BUSINESS PURPOSE: You warrant and represent that the Equipment will be used for business purposes, and not for personal, family or household purposes.

19. UCC FILINGS AND FINANCIAL STATEMENTS: You authorize us to file a financing statement with respect to the Equipment signed by us where permitted by the Uniform Commercial Code (“UCC”) only to give public notice of our ownership of the Equipment. If a Lease is deemed at any time to be one intended as security then you grant us a security interest in the Equipment and the proceeds from the sale, rent or other disposition of the Equipment.

20. NOTICE: Written notices will be deemed to have been given when delivered personally, via e-mail or deposited in the United States mail, postage prepaid, addressed to the recipient at its address above or at any other address subsequently provided in writing.

21. UCC — ARTICLE 2A PROVISIONS: You agree that each Lease is a Finance Lease as that term is defined in Article 2A of the UCC. You acknowledge that we have given you the name of the Supplier of the Equipment. We hereby notify you that you may have rights under the contract with the Supplier and you may contact the Supplier for a description of any rights or warranties that you may have under this supply contract. You also waive any and all rights and remedies granted you under Sections 2A-508 through 2A-522 of the UCC including, but not limited to: the right to repudiate the Lease and reject the Equipment; the right to cancel the Lease; the right to revoke acceptance of the Lease; the right to grant a security interest in the Equipment in your possession and control for any reason; or the right to recover damages for any breach of warranty.

22. CHOICE OF LAW: This Agreement and each Lease shall in all respects be interpreted and all transactions subject to this Agreement and each Lease and all rights and liabilities of the parties under this Agreement and each Lease shall be determined and governed as to their validity, interpretation, enforcement and effect by the laws of the State of Wisconsin, except for local filing requirements. You consent to and agree that non-exclusive jurisdiction, personal or otherwise, over you and the Equipment shall be with the Courts of the State of Wisconsin.

23. SEVERABILITY; WAIVERS: No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Agreement and each Lease which for any reason may be held unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective without invalidating the remaining provisions of this Agreement and each Lease.

24. FACSIMILE DOCUMENTATION: Both parties agree that this Agreement and any schedules signed by you, whether manually or electronically, and submitted to us by facsimile or other electronic transmission shall, upon execution by us (manually or electronically, as applicable), be binding upon the parties. This lease may be executed in counterparts and any facsimile, photographic and/or other electronic transmission of this lease which has been manually or electronically signed by you when manually or electronically countersigned by us or attached to our original signature counterpart and/or in our possession shall constitute the sole original chattel paper as defined in the UCC for all purposes (including any enforcement action under paragraph 22) and will be admissible as legal evidence thereof.

25. NON-APPROPROPRIATION: (Applicable only if the Lessee is a State, institution of higher education, or political subdivision of a State) You are obligated only to pay such Lease Payments under any Schedule to this Agreement as may lawfully been made from funds budgeted and appropriated for that purpose during your then current fiscal year. In the event you have requested and sufficient funds shall not be appropriated or are not otherwise legally available to pay the Lease Payments required to be paid in the next fiscal year, the Schedule shall be deemed to be terminated at the end of the current fiscal year. You agree to deliver written notice to us of such termination of at least 30 days prior to the end of the current fiscal year but failure to give such notice shall not extend the Lease Schedule term beyond the current fiscal year. If a Schedule is terminated in accordance with this Section, you agree to peaceably deliver the Equipment to us at the location or locations specified by us.

Exhibit A

Master Lease Agreement Schedule image1.png image2.png image3.png image2.emf

Attachment 3 - Maintenance Agreement - FINAL 6.14.24.docx

ATTACHMENT 3 – LEXMARK MAINTENANCE AGREEMENT

The parties to this MAINTENANCE AGREEMENT (“Agreement”) are:

Lexmark (“we”, “our”, or “us”)

Customer (“you” or “your”)

Lexmark International, Inc. 740 West New Circle Road Lexington, KY 40550

A Delaware corporation EIN 06-1308215

Attn: Director, Contracts

Customer for Life Address

City, State Zip

A State corporation EIN 12-3456789

Attn: Contact name

1. TERM. This Agreement is effective upon the last signature of both parties and will remain in effect so long as any Schedule Term is continuing.

2. DEFINITIONS

“Charges” means one or both of the following as set forth in Exhibit A: (i) a fixed periodic payment (“Recurring Charge”) and (ii) a variable payment based on consumption or wear factors (“Usage Charge”).

“Equipment” means the Lexmark-branded office imaging equipment listed on the applicable Schedule. Equipment also includes parts, replacements, and accessories provided by us.

“Schedule” means an asset registration acceptance summary substantially in the form of Exhibit B signed by you and accepted by us. Each Schedule is an independent agreement and incorporates and is subject to the terms of this Agreement.

“Schedule Term” means the duration of a Schedule commencing on the start date specified on the Schedule and continuing for the stated number of months and any extension or renewal period which we agree to in writing.

“SLA” means the service level agreement specified in Participating Addendum no. 505ENT-M25-MFDCOPIER-06 , Exhibit A for maintaining the Equipment, including time to first call and resolution.

3. METER READS. We may install automated data collection tools consisting of hardware and/or soft- ware to obtain periodic meter readings from the Equipment of the actual page volumes produced. If we are unable to obtain automated meter reads or we agree to obtain the data manually then you will provide us with true and accurate meter reads at the times and in the manner we specify. If we do not receive timely meter reads, then we may estimate them.

4. MAINTENANCE SERVICE

You will:

(a) Use the Equipment in the manner for which it was intended and in conformity with the manufacturer’s instructions.

(b) Provide adequate space, suitable electrical service, maintain proper environmental requirements, and adequate surge protection.

(c) Allow us access to inspect or repair the Equipment at a time mutually agreed upon by both parties in writing , during normal business hours and will not relocate the Equipment without our written consent.

(d) Perform all user-required procedures described in the applicable Equipment manuals in a timely manner. Applicable manuals are provided with the Equipment and upon request.

(e) Call the Lexmark Technical Support Center when Equipment service is required and assist the technician in diagnosing the problem.

We will:

(f) Provide all parts (including maintenance kits, if required) and labor to make repairs or adjustments necessary to keep the Equipment in good working order as a result of normal usage or defects in materials or workmanship. Parts required for repairs may be new or remanufactured.

(g) Dispatch a Lexmark-certified technician when service is required who will respond, on average, in accordance with the applicable SLA.

We will not be responsible for repairs or replacement due to alteration, misuse, unauthorized relocation or servicing of the Equipment, or the use of supplies, parts, or accessories not provided by us.

Maintenance service is not a guarantee of uninterrupted or error-free functioning of the Equipment. If we are unable to repair or maintain the Equipment we will replace such Equipment with an identical product or, at our option, a product of equal or greater capability

For select models of Equipment that require service, we may, at our option, ship you an exchange machine of equal or greater capability Upon acceptance of the exchange machine, you will return the defective Equipment to us by packing it in the materials for the exchange machine, attaching the prepaid shipping label to the box, and arranging for pickup by or delivery to the designated carrier. Failure to return the defective Equipment will result in a charge for the exchange machine. Any replacement Equipment that we provide may be new or an equivalent, and the defective Equipment will become our property.

5. SUPPLIES. If supply items are included in a Recurring Charge or a Usage Charge, as indicated in Exhibit A- Pricing, then the following provisions will apply:

(a) All consumable items (except paper and staples) required by the Equipment for normal printing operation will be provided by us and installed by you.

(b) We may detect the need for consumables via our data collection tools, validate that need within our systems, ship the consumables, and provide email notification of such shipment to you. You will assist us in keeping shipping contact information up to date.

(c) Toner cartridges are licensed for one use. You agree to return all used toner cartridges to us using the packaging and prepaid shipping labels pro- vided by us. You agree not to sell the toner cartridges provided by us or permit them to be used in any device other than the Equipment.

(d) At our option, we may provide toner cartridges produced with totally new parts or used parts.

(e) Toner cartridge yields are determined by us in accordance with ISO standards which approximate 5% toner coverage on a single side of an A4 sheet of paper. A duplexed A4 page and an A3 page each count as two impressions. Realized cartridge yields may be lower due to greater print density, premature cartridge replacement, or other factors beyond our control.

(f) We reserve the right to terminate the supply of toner cartridges in the event we determine, after due enquiry, that the quantity of toner cartridges shipped is excessive given the volume of pages billed due to fraud, misuse, or breach of this Agreement.

(g) Reserved.

6. PAYMENTS. We will invoice Charges at the frequency and rates specified in Exhibit A- Pricing. This pricing shall not exceed the pricing listed in the Master Agreement. You will pay us within 30 days upon receipt of a properly submitted invoice. If you fail to pay a properly submitted invoice within thirty (30) days of receipt date, you shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if you declare a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., you 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 you give timely notice of such dispute to us in writing and escalates the matter through the dispute resolution process.

7. DEFAULT AND REMEDIES. You will be in default under this Agreement if: (a) you fail to remit to us any payment in accordance with section 6 of this Agreement; (b) you fail to observe or perform any other term, covenant, or condition of this Agreement and such failure continues for thirty (30) days following receipt of written notice from us; or (c) a petition is filed by or against you under any bankruptcy or insolvency law.

If you are in default we may, at our option, do one or more of the following: (a) terminate this Agreement or the applicable Schedule; (b) suspend or terminate maintenance services and/or the provisions of supplies for the applicable schedule; or (c) collect all past due and current Charges.

These remedies are cumulative, in addition to any other rights or remedies available at law or in equity, and may be exercised concurrently or separately. Any failure or delay to exercise any right shall not operate as a waiver of any other right or future right.

8. LIABILITY. Our liability for actual damage from any cause will be limited to the greater of $25,000 or the MSRP value of the Equipment that caused the damage. Neither party will be liable for any consequential, punitive, indirect, or incidental damage, including lost profits or savings.

9. NOTICES. All notices and communications must be in writing and sent by certified mail, return receipt requested, or by overnight courier to the other party at its respective address above and shall be effective on the day received unless both parties agree in writing that notices and communications sent via email is acceptable. In such case, email addresses must be provided by both parties.

10. MISCELLANEOUS. In the event of a conflict between this Agreement and a Schedule, the Schedule shall take precedence over this Agreement, providing the Schedule does not conflict with the terms and conditions in the NASPO ValuePoint Master Agreement.

This Agreement may not be modified other than by written agreement of the parties. Any provision of this Agreement which for any reason may be held unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective without invalidating the remaining provisions of this Agreement.

This is the entire agreement we have with you on the subject matter hereof and is subject to the laws of the Purchasing Entity.

IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed and delivered by a duly authorized representative as of the date first above written.

Lexmark International, Inc.

Customer for Life

Authorized Signer

Authorized Signer

Name

Name

Title

Title

Exhibit A - Pricing

Exhibit B

Asset Registration Acceptance Summary image1.png image3.emf

Lexmark 505ENT-M25-MFDCOPIER-06.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Master Agreement #: 188733

Contractor:LEXMARK INTERNATIONAL, INC.

Participating Entity:STATE OF WISCONSIN

Participating Addendum Number: 505ENT-M25-MFDCOPIER-06

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

• Group B – MFD, A4

• Group D – Single-function Printers

• Group G – Software

• Group H – Consumable Supplies

• Group I - Managed Print Services (MPS)

• Sub-Group G1 – Software Related Services

• 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

(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-06.

(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

Docusign Envelope ID: DA7B21EC-1E35-45BA-B8DC-792FB69AF536 provided on equipment that was purchased through this Participating Addendum or participating addendum no. 505ENT-M20-MFDCOPIER-06.

(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: Ross Kezelman

Address: 740 W New Cir Rd, Lexington, KY 40511

Telephone: 818-292-0708

Email: Ross.kezelman@lexmark.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.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the State or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-public information related to the State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contracted 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” means the desired Products or Services described in the Order to be provided under the terms of this Participating Addendum.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

(a) The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

(b) The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“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 Contractor’s subcontractors used in delivering Products or rendering Services.

“State Information” means data, technical information, and materials that, originate with the State, or are developed, or prepared, or provided by the State or which Contractor obtains or gathers from the State in the performance of this Agreement, including, but not limited to, reports, surveys, plans, charts, literature, brochures, mailings, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and print-outs, notes and memoranda, written procedures and documents, regardless of the state of completion or format.

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) This Participating Addendum; including all Exhibits;

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

(c) An Order issued against the Master Agreement;

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

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

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

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 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 Participating State or Purchasing Entity 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 to the Participating Entity 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, and the PO shall detail the service:

(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. The cost for the Hard Drive Surrender Services is $200 per device.

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 and requirements are provided in the Master Agreement section F, Security Requirements, subsection 5, Hard Drive Removal and Surrender.

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 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 Contracted 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…