Lexmark PA - Exhibit A NJSSTCs and Exhibit B Master Agreements.pdf.pdf

STATE OF NEW JERSEY

PARTICIPATING ADDENDUM

Pursuant to NASPO ValuePoint Master Agreement for Multi-Function Devices and Related Software, Services and Cloud

Solutions MASTER AGREEMENT #188733 Solicitation# RFP-NP-23-001

This Participating Addendum is made by and between, Lexmark International, Inc., whose address is 740 W. New Circle Road, Lexington, KY 40550 (“Contractor”), and the State of New Jersey, Department of the Treasury, Division of Purchase and Property (“State”) whose address is 33 West State Street, 8th Floor, P.O. Box 039, Trenton, New Jersey 08625, on behalf of the State of New Jersey and all “Authorized Purchasers”, as defined below. For clarification of references throughout this document, the term “State,” in any form, refers to the State and any Authorized Purchaser, unless otherwise indicated. Capitalized terms used but not defined shall have the meaning ascribed to them in the Master Agreement.

WHEREAS, pursuant to N.J.S.A. 52:34-6.2, the Director of the Division of Purchase and Property (“Director”), within the New Jersey Department of the Treasury (“Division”) “may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services;” and

WHEREAS, the State of Colorado (“Lead State”) and Contractor have entered into Master Agreement # 188733 (the “Master Agreement”) in accordance with the State of Colorado Solicitation # RFP-NP-23-001 (the “Solicitation”) for Multi-Function Devices and Related Software, Services and Cloud Solutions; and

WHEREAS, the Director has determined that entering into a Participating Addendum with Contractor is the most cost effective method of procuring these products and services, and that it is in the best interest of the State to enter into a Participating Addendum with Contractor; 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, receipt of which hereby acknowledged, the Parties to this Participating Addendum hereby agree as follows:

1.0 Term and Extension Option; Order of Precedence; Entire Agreement:

A. The term of this Participating Addendum shall be effective from the Effective Date, which is the last date signed below, and shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum is terminated in accordance with the Master Agreement or this Participating Addendum, whichever shall occur first.

B. The entire agreement, and all rights and obligations between the Parties, shall consist of the following documents (which shall be collectively referred to as the “New Jersey Participating Addendum”):

1. This Participating Addendum;

2. The State of New Jersey Standard Terms and Conditions, attached hereto as Exhibit A;

3. The Master Agreement, including its attachments and exhibits, attached hereto as Exhibit B;

4. The Solicitation, incorporated herein by reference as Exhibit C;

5. The Contractor’s Response to the Solicitation, incorporated herein by reference as Exhibit D;

6. Future order specific documents, in the following order:

a. A Purchase Order issued by an Authorized Purchaser against the New Jersey Participating Addendum;

b. A Contractor supplied Statement of Work as applicable, approved in writing by the Authorized Purchaser;

c. If applicable, the Lexmark Master Lease Agreement Terms and Conditions, Lexmark Maintenance Agreement, Lexmark Software License Agreement Terms And Conditions, Lexmark Software Limited Warranty And License Agreement Terms And Conditions, Lexmark End User License Agreement, Lexmark Extended Warranty Terms and Conditions, and associated Price Lists, as amended herein, each of which shall be subject to the terms and conditions of this Participating Addendum and the State of New Jersey Standard Terms and Conditions.

The documents comprising this New Jersey Participating Addendum shall be read to be consistent and complimentary. In the event of any conflict between the terms of the documents comprising this New Jersey Participating Addendum, the conflict shall be resolved by giving priority to the documents in the order listed above.

C. This New Jersey Participating Addendum sets forth the entire agreement between the Parties and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

Docusign Envelope ID: 5E1E42E5-505D-49DE-A81F-5751CA5BF46A

D. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this New Jersey Participating Addendum, shall not be added to or incorporated into this New Jersey Participating Addendum or the Master Agreement by any subsequent Purchase Order, Statement of Work document or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected.

E. Amendments – This New Jersey Participating Addendum may not be amended except in a writing signed by both Parties.

F. Any external documentation incorporated by reference within any of the documents comprising this New Jersey Participating Addendum, including, without limitation, URL hyperlink, click-through, shrink-wrap, software license agreements, service level agreements, technical reference manuals, technical support policies, copyright notices, additional license terms, etc., and any subsequent changes thereto, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference within any of the documents comprising the New Jersey Participating Addendum may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.

2.0 Scope of Services:

A. The scope of products and services that may be purchased by Authorized Purchasers shall be those products and service offerings awarded under the Master Agreement, subject to restrictions set forth below:

1. Primary and Ancillary Product and Service Restrictions and Exceptions:

a. Group G – Only Software necessary for the basic functionality, including usage metering, of any purchased or leased device shall be made available to Authorized Purchasers. Other Software shall not be made available under this New Jersey Participating Addendum.

i. Exception: Ancillary Product and Service Offering Sub-Group D1 – Specialty Printers, and any software required for use of same, shall be made available to all Authorized Purchasers.

b. Sub-Group G1 – Software Related Services, as listed in Section II(A)(1)(1.1), of Exhibit A of the Master Agreement, shall not be made available to Authorized Purchasers.

2. Open Market Items (termed “Not Specifically Priced”), as listed in Section II(A)(3) of Exhibit A of the Master Agreement, shall not be made available to Authorized Purchasers under this New Jersey Participating Addendum.

3. Emerging Technologies, as listed in Section II(A)(4) of Exhibit A of the Master Agreement, shall not be made available to Authorized Purchasers under this New Jersey Participating Addendum.

4. Any reduction in the scope of work for any deliverable may lead to an adjusted contract price, such adjusted contract price will be agreed upon mutually by the Contractor and the Authorized Purchaser.

5. Remanufactured/Refurbished and "Like New" Equipment shall not be made available for purchase to Authorized Purchasers under this New Jersey Participating Addendum.

B. Instructions, as well as other restrictions or limitations regarding use of this New Jersey Participating Addendum, will be set forth in the Method of Operation, which may be amended from time to time, and which shall be posted on the State’s website.

C. Authorized Purchasers, as defined in Section 3.0 below, may finance their purchase if permitted under applicable law. If financing is through a lease agreement, that agreement is separate from this New Jersey Participating Addendum and is between the Contractor and the respective Authorized Purchaser only.

3.0 Definitions

“Authorized Purchasers” under this New Jersey Participating Addendum shall mean:

1. Any government agency, department, office, instrumentality, division, unit or other entity of the Executive

Branch of the State;

2. Any county, borough, city, municipality, town, township, special purpose district, or other political subdivision of the State;

3. Quasi-state agencies as defined in N.J.S.A. 52:27B-56.1 as well as 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;

4. School districts per N.J.S.A. 52:25-16.1;

5. Volunteer fire departments, volunteer first aid squads and rescue squads per N.J.S.A. 52:25-16.2; and

6. Independent institutions of higher education per N.J.S.A. 52:25-16.5;

7. County colleges per N.J.S.A. 18A:64A-25.9;

8. State colleges per N.J.S.A. 18A:64-60; or

9. Any legal successor in interest to any entity above.

“End User” means the user of the Contractor’s solution.

“Purchase Order” shall mean a written order, submitted via NJSTART or otherwise, received by the Contractor from an Authorized Purchaser, defining the Devices and/or Services to be provided by the Contractor, and referencing the NASPO ValuePoint Master Agreement and this New Jersey Participating Addendum.

3.1 Personally Identifiable Information (PII), Sensitive Information, and State Data Definitions The term “Personally Identifiable Information” or “PII,” as defined by the U.S. Department of Commerce, National Institute of Standards and Technology, means any information about an individual maintained by an agency, including

(1) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information, The term “State Data” means all data and metadata created or in any way originating with the State, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the State, whether such data or output is stored on the State’s hardware, the Contractor’s hardware or exists in any system owned, maintained or otherwise controlled by the State or by the Contractor, its employees, subcontractors, agents and/or affiliates. State Data includes Personal Data and Non-Public Data

The term “Personal Data” means:

a. “Personal Information” as defined in N.J.S.A. 56:8-161, means an individual’s first name or first initial and last name linked with any one or more of the following data elements: (1) Social Security number,

(2) driver’s license number or State identification card number or (3) account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account. Dissociated data that, if linked would constitute Personal Information is Personal Information if the means to link the dissociated were accessed in connection with access to the dissociated data. Personal Information shall not include publicly available information that is lawfully made available to the general public from federal, state or local government records, or widely distributed media.

b. Data, either alone or in combination with other data, that includes information relating to an individual that identifies the person or entity by name, identifying number, mark or description that can be readily associated with a particular individual and which is not a public record, including but not limited to, Personally Identifiable Information (PII); government-issued identification numbers (e.g., Social Security, driver’s license, passport); Protected Health Information (PHI) as that term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164; and Education Records, as that term is defined in the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g.

The term “Non-Public Data” means data, other than Personal Data, that is not subject to distribution to the public as public information. Non-Public Data is data that is identified by the State as non-public information or otherwise deemed to be sensitive and confidential by the State because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.

The term “Sensitive Information,” as used in the Master Agreement, shall include any PII and/or State Data obtained by the Contractor or present on any Devices, that are the subject of this New Jersey Participating Addendum, that are purchased, leased, or rented pursuant to this New Jersey Participating Addendum.

4.0 Modifications to the Terms of the Master Agreement

A. General Modifications

a. To the extent the documents comprising the New Jersey Participating Addendum include payment terms that are inconsistent with the Prompt Payment Act (N.J.S.A. 52:32-32 et seq.), those terms are hereby revised. All payments due from the State or other Authorized Purchasers shall be made in accordance with the Prompt Payment Act, and shall be due no sooner than 60 calendar days from the receipt of a properly executed State invoice, or 60 calendar days from the receipt of goods or services, whichever is later.

b. To the extent the documents comprising the New Jersey Participating Addendum require the State to defend, indemnify and/or hold harmless the Contractor, those provisions are hereby deleted. Any and all claims against the State are governed by, and must be made in accordance with, the Tort Claims Act (N.J.S.A. 59: 1-1 et seq.) and/or the Contractual Liability Act (N.J.S.A. 59: 13-1 et seq.)

and are subject to Section 5.21 of the State of New Jersey Standard Terms and Conditions.

c. To the extent the documents comprising the New Jersey Participating Addendum give the Contractor sole control over defense and/or settlement of claims against the State, those provisions are hereby deleted. In lieu thereof, the State agrees to: (1) promptly notify Contractor in writing of the claim; and

(2) provide reasonable assistance to Contractor in defending or settling the claim, including the selection of attorneys. The Contractor agrees that: (1) the State must consent to any settlement of an alleged claim, which consent shall not be unreasonably withheld; (2) the State may observe the proceeding and confer with Contractor at its own expense; and (3) the State retains the right to take over its defense, at its own cost, upon reasonable notice to Contractor. Notwithstanding item (3) herein, in accordance with Section XII.12.2.3 of the Master Agreement, if the Contractor fails to pursue the defense or settlement of an Intellectual Property Claim, as that term is defined in the Master Agreement, the State may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the State in the pursuit of the Intellectual Property Claim.

d. To the extent the documents comprising the New Jersey Participating Addendum contain provisions requiring the State keep certain records confidential, the Contractor acknowledges and agrees that documents comprising the New Jersey Participating Addendum are subject to the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq., (“OPRA”), the New Jersey common law right to know (together with OPRA, the “Public Records Laws”), and any other lawful document request or subpoena. Section 5.23 of the State of New Jersey Standard Terms and Conditions shall control the State’s obligations with respect to any request for the Contractor’s confidential information.

e. To the extent the documents comprising the New Jersey Participating Addendum require the State to pay personal property taxes, state sales and use taxes, federal excise taxes, assessments, or other governmental charges, those provisions are deleted. Fines or penalties incurred by the State shall be paid by the State.

f. The attachments to the Master Agreement listed below, as revised herein, shall apply to the types of transactions indicated:

i. FMV/Capital/Straight Lease

1. Attachment 2 – Lexmark Master Lease Agreement Terms and Conditions; and

ii. Maintenance

1. Attachment 3 - Lexmark Maintenance Agreement

g. No Authorized Purchasers, as that term is defined herein, shall enter into any of the following transaction types. Accordingly, the attachments to the Master Agreement listed below are not part of this New Jersey Participating Addendum:

i. Cloud Fleet Management

1. Attachment 5 – Lexmark Cloud Services Agreement

B. NASPO VALUEPOINT MASTER AGREEMENT

a. MASTER AGREEMENT TERMS AND CONDITIONS

i. Section IV.4.9, Release of Information, shall be modified by adding the following:

Contractor must secure written approval from the State of New Jersey prior to the release of any information, including any written correspondence, which pertains to the potential work or activities performed under the New Jersey Participating Addendum. Contractor shall not publish any Personally Identifiable Information (PII) or State Data as defined in the New Jersey Participating Addendum.

ii. Section VII.7.12, Ordering, shall be modified by adding the following:

Any overpayment or underpayment resulting from such estimates shall be reconciled upon a subsequent meter read.

iii. Section VIII.8.4, Software Installation, shall be deleted in its entirety and restated as follows:

Software related to the Device must be installed within ten (10) Business Days of the Device installation, or as otherwise stated in an Order. Any delays beyond ten (10) Business Days pertaining Software will be discussed and mutually agreed upon between the Authorized Purchaser and Contractor.

iv. Section IX.9.4, shall be deleted in its entirety and restated as follows:

Authorized Purchaser agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within ten (10) Business Days after any Device is installed.

v. Section IX.9.5, shall be deleted in its entirety and restated as follows:

Failure to sign the D&A or reject the Device(s) within the foregoing ten (10) day period shall be deemed as Acceptance by the Authorized Purchaser; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Authorized Purchaser in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked.

b. EXHIBIT A – STATEMENT OF WORK

i. Section II.A.3.4, Device Standards, shall be deleted in its entirety and restated as follows:

Devices acquired by Authorized Purchasers under the New Jersey Participating Addendum must be Newly Manufactured and current.

ii. Section II.A.6, Remanufactured and Refurbished Equipment, shall be modified by addition the following:

Remanufactured or Refurbished Devices shall not be supplied to Authorized Purchasers under the New Jersey Participating Addendum.

iii. Section II.A.7.1 Software, shall be deleted in its entirety and restated as follows:

Only Software necessary for the basic functionality, including usage metering, of any purchased or leased device shall be made available to Authorized Purchasers. The New Jersey Participating Addendum will supersede and control if there is conflicting language between the New Jersey Participating Addendum and any software licensing agreement.

iv. Section II.B.3, Open Market Items, shall be deleted in its entirety

v. Section II.B.4.1, Emerging Technologies, shall be modified by adding the following:

New, related technology added to the Master Agreement pursuant to this Section shall not be made available to Authorized Purchasers under the New Jersey Participating Addendum.

vi. Section III.F.2, Payment, shall be modified to state as follows:

The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Products, subject to the New Jersey Prompt Payment Act (N.J.S.A.

52:32-32 et seq.), or such later date as Contractor may designate. Each remaining payment will also be subject to the New Jersey Prompt Payment Act (N.J.S.A. 52:32-32 et seq.).

vii. Section III.F.5, Device Upgrade or Downgrade, shall be deleted and replaced as follows:

An Authorized Purchaser may do a Device Upgrade or Downgrade on a lease at any time throughout the term of the lease agreement. The Authorized Purchaser and the Contractor shall negotiate the price of the Device Upgrade or Downgrade. The total cost of a Device Downgrade may be less than the remaining stream of Device Payments.

viii. Section III.F.9.1, Default, shall be modified to state as follows:

Authorized Purchaser fails to pay any payment or other amount within the time period required by the New Jersey Prompt Payment Act (N.J.S.A. 52:32-32 et seq.);

ix. Section III.F.9.2, Default, shall be deleted in its entirety;

x. Section IV.A.2.1.d, End-User Training, shall be deleted and replaced as follows:

Contractor may offer additional on-site, one-hour training sessions for a flat rate fee.

Authorized Purchasers shall not be billed any additional charges for travel or per diem.

xi. Section IV.A.2.1.e, End-User Training, shall be deleted and replaced as follows:

Contractor must provide on-site or off-site operational training to designated Authorized Purchaser personnel, until the personnel are able to operate the Device independently.

Pricing for operational training shall be based on a flat rate fee. Authorized Purchasers shall not be billed any additional charges for travel or per diem.

xii. Section IV.A.2.5.d, Repair Parts, shall be modified to state as follows:

Repair parts shall be new.

xiii. Section IV.A.2.6.a, Service Zones, shall be modified to state as follows:

Service Call Response Times shall be no more than Two (2) Business Days.

xiv. Section IV.A.2.6.c, Service Zones, shall be deleted in its entirety.

C. LEXMARK MASTER LEASE AGREEMENT TERMS AND CONDITIONS– ATTACHMENT 2

a. Paragraph 2, Term and Rent, shall be deleted in its entirety and replaced with the following:

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. The first scheduled Payment (as specified in the applicable Schedule) (“Payment”) shall be due no earlier than 60 days after the Purchasing Entity’s receipt of a properly executed State Payment Voucher or 60 days after Inspection and Acceptance, whichever is later. All subsequent remaining Payments will be made in accordance with the New Jersey Prompt Payment Act (N.J.S.A. 52:32-32 et seq.). Lease Payments will be due as stated herein until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. THIS AGREEMENT AND ALL LEASES ARE NON-CANCELABLE except as specified under the State of New Jersey Standard Terms and Conditions or herein. The amount of each Lease Payment is based on the supplier’s best estimate of the Equipment cost including (if applicable), any installation, other related costs and estimated sales or use tax, and per the pricing in the NASPO ValuePoint Master Agreement. The Lease Payments will be adjusted proportionately upward or downward if the actual total cost of the Equipment or taxes is more or less than the estimate.

b. Paragraph 3, Late Charges/Documentation Fees, shall be deleted in its entirety and replaced with the following:

All payment terms are subject to Section 6.5 of the State of New Jersey Standard Terms and Conditions.

c. Paragraph 12, Taxes, shall be deleted in its entirety and replaced with the following:

As stated at Section 6.2 of the State of New Jersey Standard Terms and Conditions, the State of New Jersey is exempt from State sales or use taxes and Federal excise taxes.

Therefore, price quotations must not include such taxes. The State's Federal Excise Tax Exemption number is 22-75-0050K.

d. Paragraph 14, Default, shall be deleted in its entirety and replaced with the following:

You are in default of this Agreement and any Lease if any of the following occurs: a) you fail to pay any Payment or any other amount as required under Section 6.5 of the State of New Jersey Standard Terms and Conditions; 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; c) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor’s assets, make an assignment for the benefit of creditors and/or you become insolvent or unable to pay your debts when due; you stop doing business as a going concern; you merge, consolidate, transfer all or substantially all of your assets; you make an assignment for the benefit of creditors or you undergo a substantial deterioration in your financial condition; or d) you, voluntarily file or have filed against you involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for you or it or a substantial part of your or its assets.

e. Paragraph 15, Remedies, shall be deleted in its entirety.

f. Paragraph 19, UCC Filings and Financial Statements, shall be deleted in its entirety and replaced with the following:

You authorize us or our designee to insert the serial number(s) of the Equipment in this Agreement (including any schedules) and in all documents in connection with any Uniform Commercial Code filings. At our request, you will sign and provide such documents for filing purposes.

g. Paragraph 21, UCC – Article 2A Provisions, shall be deleted in its entirety.

h. Paragraph 22, Choice of Law, shall be deleted in its entirety and replaced with the following:

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 New Jersey.

D. LEXMARK MAINTENANCE AGREEMENT – ATTACHMENT 3

a. Paragraph 6, Payments, shall be deleted in its entirety and replaced with the following:

All payment terms are subject to Section 6.5 of the State of New Jersey Standard Terms and Conditions. The first scheduled Payment (as specified in the applicable Schedule) (“Payment”) shall be due no earlier than 60 days after the Purchasing Entity’s receipt of a properly executed State Payment Voucher or 60 days after Inspection and Acceptance, whichever is later. All subsequent remaining Payments will be made in accordance with the New Jersey Prompt Payment Act.

b. Paragraph 7, Default and Remedies, shall be deleted in its entirety and replaced with the following:

You will be in default under this Agreement if: a) you fail to pay any Payment or any other amount as required under Section 6.5 of the State of New Jersey Standard Terms and Conditions; or b) you fail to observe or perform any other term, covenant, or condition of this Agreement and such failure continues for forty-five (45) 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; or (c) collect all past due and current Charges together with interest at the rate of 1% per month (but not more than the lawful maximum rate, whichever is less) on any amounts that are more than 45 days delinquent.

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.

5.0 Miscellaneous

A. No Waiver - No term or provision of the New Jersey 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.

B. Dispute Resolution - The State and Contractor will attempt to resolve any dispute through face-to-face (which may be virtual) negotiation with persons fully authorized to resolve the dispute or through non-binding mediation utilizing a mediator agreed to by the Parties, rather than through litigation. No formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such persons conclude, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely.

C. Arbitration or Mediation - Any provision regarding arbitration or binding mediation within the Master Agreement is deleted in its entirety.

D. Pursuant to N.J.A.C. 17:12-1B.2, notwithstanding anything to the contrary in the Master Agreement, under no circumstances will the State indemnify Contractor and any such provision in the Master Agreement shall be of no force and effect.

E. Notwithstanding anything to the contrary in the Master Agreement or its Attachments, the State shall not be responsible for the Contractor’s attorney fees and/or expenses.

F. Notwithstanding anything to the contrary in the Master Agreement, the State does not agree to auto-renewal of maintenance, technical support, service fees, subscription fees or any other product or service requiring periodic renewal.

G. Early Termination Charges: Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Leases shall be subject to an early termination charge, and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Authorized Purchaser to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty five percent (25%) of the remaining Maintenance Agreement term, whichever is less.

H. Procurement Efficiency Program

1. Quarterly Sales Reporting - The Contractor shall submit a Sales Report documenting all sales made under the Participating Addendum. The Sales Report shall be submitted directly to Periscope no later than thirty

(30) calendar days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information:

a. Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter;

b. Authorized Purchaser;

c. Total of Procurement Efficiency Program Fee amount due for the reporting quarter;

d. Such other information as the State may reasonably request;

e. If no sales were made against this Participating Addendum during the reporting quarter, then a report shall be submitted showing zero sales and zero Procurement Efficiency Program Fee due; and

f. Quarterly Sales Reporting and remittance of the Procurement Efficiency Program Fee shall begin on the first calendar quarter starting after the effective date of the Participating Addendum.

2. Procurement Efficiency Program Fee - For all purchases made under this Participating Addendum, that have been invoiced, the Contractor shall remit the Procurement Efficiency Program Fee in the amount of one percent (1%) of all Purchases to Periscope acting on behalf of the State of New Jersey.

3. Remittance of the Procurement Efficiency Program Fee - On a quarterly basis, the Contractor shall remit the Procurement Efficiency Program Fee directly to Periscope no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. Failure to remit the Procurement Efficiency Program Fee timely and accurately may result in Contract termination as outlined in the “Termination of Contract” clause of the State of New Jersey Standard Terms and Conditions.

4. NJSTART Marketplace Catalog Enablement - Contractor shall cooperate with State and/or Periscope as requested to upload catalog items and pricing consistent with this Participating Addendum. Contractor shall upload catalog within (thirty) 30 calendar days of the date of execution of this Participating Addendum. Failure to cooperate will result in the Contractor’s good and/or services not being represented in the NJSTART Marketplace. The Contractor shall ensure that the catalog complies with the scope, and terms and conditions of this Participating Addendum. Any identified deviation from the Participating Addendum must be corrected immediately. Any catalog that does not comply with the scope and terms and conditions of this Participating Addendum shall be corrected and will be escalated to the Division of Purchase and Property’s Contract Compliance and Audit Unit for review and possible action.

5. Retention and Inspection of Records and Audit - The Contractor shall keep records of all sales made to all Using Agencies in sufficient detail to enable the State to determine the Procurement Efficiency Program Fee payable by the Contractor. The State and/or Periscope may examine and audit, at its own expense, Contractor’s sales records and Sales Reports for completeness and accuracy. If such examination reveals underpayment of the Procurement Efficiency Program Fee, the Contractor shall immediately pay to Periscope the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State and/or Periscope for the cost of the audit.

I. Delivery Guarantees

1. Deliveries shall be made in accordance with the terms of the Master Agreement and instructions of the Authorized Purchaser. Notwithstanding anything to the contrary in any Master Agreement, the State shall not pay shipping charges for failure to meet a minimum shipment amount.

2. In the event delivery of goods or services is not made within the number of days stipulated, the State shall be authorized to obtain the product or service from another Vendor under the M2075 contract utilizing the Method of Operation.

3. The Contractor shall be responsible for the delivery of new products in accordance with good commercial practice.

J. Dealers/Distributors Contractor has the right to utilize authorized Dealers/Distributors (hereinafter Distributors) for direct order taking, processing, fulfillment or provisioning.

The Contractor agrees to provide a list of the Distributor(s) that will service the Contract, including the name, address and contact information for each Distributor. The Contractor will be required to submit the documents set forth in Section 6 - The State of New Jersey Mandatory Certification Requirements, for each Distributor, prior to the Distributor being permitted to perform any work on the Contract.

Distributors may be removed and/or added upon ten (10) business days’ prior written notice to the State during the term of the New Jersey Participating Addendum. The State reserves the right to remove an authorized Distributor, at its discretion for cause, not meeting established Contractor criteria under the New Jersey Participating Addendum, or where the addition, or continued use, of the entity would violate any State or federal law or regulation. If an authorized Distributor is removed for any reason, Contractor will name the alternate Distributor responsible to fulfill each pending purchase order and is responsible for any delay to the expected delivery.

K. Personally Identifiable Information (PII), Sensitive Information, and State Data

1. Data Ownership – The State is the owner of its data. Contractor shall not obtain any right, title, or interest in any of the data furnished by the State, or information derived from or based on State Data, except as required in connection with performing its duties pursuant to a purchase, rental, lease, or maintenance agreement entered into by an Authorized Purchaser against this New Jersey Participating Addendum, including any required services.

2. Data usage, storage, and protection of PII and Sensitive Information – Contractor agrees to comply with all applicable international, federal and state statutory and regulatory requirements for secure usage, storage, and protection of PII, State Data, and other Confidential Information as may be applicable, including those required by: Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996), Tax Information Security Guidelines for Federal, State, and Local Agencies (IRS Publication 1075), New Jersey State tax confidentiality statute, the New Jersey Privacy Notice found at NJ.gov, N.J.S.A. § 54:50-8, New Jersey Identity Theft Prevention Act, N.J.S.A. § 56:11-44 et.

seq., the federal Drivers’ Privacy Protection Act of 1994, Pub.L.103-322, and the confidentiality requirements of N.J.S.A. § 39:2-3.4. Contractor shall also conform to The Payment Card Industry Data Security Standard (PCI DSS), where applicable.

3. Security – Contractor agrees to take appropriate administrative, technical and physical safeguards reasonably designed to protect the security, privacy, confidentiality, and integrity of user information.

Contractor shall ensure that PII and other Sensitive Information is secured and encrypted during transmission or at rest using encryption algorithms that are recommended, approved or validated by the National Institute of Standards and Technology (“NIST”).

4. Data Transmission – The Contractor shall only transmit or exchange State of New Jersey data with other parties when expressly requested in writing and permitted by and in accordance with requirements of the Contract or the State of New Jersey. The Contractor shall only transmit or exchange data with the State of New Jersey or other parties through secure means supported by current technologies. The Contractor shall encrypt all PII and other Sensitive Information during any transmission or exchange of that data using encryption algorithms that are recommended, approved or validated by the National Institute of Standards and Technology (“NIST”)..

5. Data Re-Use – All State Data shall be used expressly and solely for the purposes enumerated in the Contract Data shall not be distributed, repurposed or shared across other applications, environments, or business units of the Contractor. No State Data of any kind shall be transmitted, exchanged or otherwise passed to other contractors or interested parties except on a case-by-case basis as specifically agreed to in writing by the State Contract Manager.

6. Data Breach – In the event of any actual, probable or reasonably suspected breach of security, or any unauthorized access to or acquisition, use, loss, destruction, compromise, alteration or disclosure of any PII (each, a security breach) that may concern any Sensitive Information or PII, Contractor shall:

(a) immediately notify the State of such breach, but in no event later than 24 hours after learning of such security breach; (b) designate a single individual employed by Contractor who shall be available to the State 24 hours per day, seven (7) days per week as a contact regarding Contractor’s incident response for the duration of the incident response; (c) not provide any other notification or provide any disclosure to the public regarding such security breach without the prior written consent of the State, unless required to provide such notification or to make such disclosure pursuant to any applicable law, regulation, rule, order, court order, judgment, decree, ordinance, mandate or other request or requirement now or hereafter in effect, of any applicable governmental authority or law enforcement agency in any jurisdiction worldwide (in which case Contractor shall consult with the State and reasonably cooperate with the State to prevent any notification or disclosure concerning any PII, security breach, or other Sensitive Information); (d) assist the State in investigating, remedying and taking any other action the State deems necessary regarding any security breach and any dispute, inquiry, or claim that concerns the security breach; (e) follow all instructions provided by the State relating to the Sensitive Information affected or potentially affected by the security breach; (f) take such actions as necessary to prevent future security breaches; and (g) unless prohibited by an applicable statute or court order, notify the State of any third-party legal process relating to any security breach including, at a minimum, any legal process initiated by any governmental entity (foreign or domestic).

7. Data Location: Contractor shall provide its services to State and its End Users solely from data centers in the U.S. Storage of State Data in transit and at rest shall be solely in data centers in the U.S.

Contractor shall not allow its employees, subcontractors, agents and/or affiliates to store State Data on Mobile Devices, including personal computers, except for devices that are used and kept within the physical structure of its U.S. data centers. The Contractor may provide technical user support on a seven-day by 24-hour basis, unless otherwise prohibited in this New Jersey Participating Addendum.

6.0 The State of New Jersey Mandatory Certification Requirements

The following are the State of New Jersey standard procurement forms and requirements that Contractor agrees to fulfill prior to the Effective Date. Some Authorized Purchasers may have additional requirements when placing an order and Contractor shall comply with same as necessary.

A. Ownership Disclosure (N.J.S.A. 52:25-24.2);

B. Disclosure of Investment Activities in Iran (N.J.S.A. 52:32-55 et. seq.);

C. Disclosure of Investigations and Actions Involving Bidder Form;

D. MacBride Principles (N.J.S.A. 52:34-12.2);

E. Source Disclosure Certification (N.J.S.A. 52:34-13.2);

F. Completed Contractor Certification and Disclosure of Political Contributions (N.J.S.A. 19:44A-20:13 et. seq.);

G. Vendor Certification (P.L. 2005, c.271);

H. New Jersey Business Registration (N.J.S.A. 52:32-44);

I. Proof of insurance as specified herein;

J. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et. seq.):

• New Jersey Form AA-302 Affirmative Action Employee Information Report; or

• New Jersey Affirmative Action Certificate; or

• Federal Affirmative Action Approval Letter.

K. Disclosure of Prohibited Activities in Russia / Belarus Form

7.0 Primary Contacts

Any notice between the Parties provided for in this New Jersey Participating Addendum, or elsewhere in the Master Agreement shall be in writing, and shall be sent both via regular certified mail return receipt requested and via email to the addresses provided. The Parties should give prompt notice to each other if the appropriate person or address changes. The primary contacts for this New Jersey Participating Addendum are as follows:

State of New Jersey – Department of the Treasury – Division of Purchase and Property Name Brittany Billings Title Procurement Specialist Address 33 West State Street, 8th Floor, PO Box 230

Trenton, New Jersey 08625-0230 Telephone (609) 292-4927 Fax (609) 292-1114 Email brittany.billings@treas.nj.gov

Lexmark International, Inc.

Name Debra Lee Title SLED Contract Business Development Manager Address 740 W. New Circle Road, Lexington, KY 40550 Telephone 847.537.0344 Website http://shop.lexmark.com/naspo Email debra.lee@lexmark.com

Docusign Envelope ID: 5E1E42E5-505D-49DE-A81F-5751CA5BF46A https://www.state.nj.us/treasury/purchase/forms/OwnershipDisclosure.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestmentActivitiesinIran.pdf https://www.state.nj.us/treasury/purchase/forms/DisclosureofInvestigations.pdf https://www.state.nj.us/treasury/purchase/forms/MacBridePrinciples.pdf https://www.state.nj.us/treasury/purchase/forms/SourceDisclosureCertification.pdf https://www.state.nj.us/treasury/purchase/forms.shtml https://www.state.nj.us/treasury/purchase/forms/CertandDisc2706.pdf https://www.state.nj.us/treasury/contract_compliance/index.shtml https://www.state.nj.us/treasury/administration/pdf/DisclosureofProhibitedActivitesinRussiaBelarus.pdf mailto:brittany.billings@treas.nj.gov http://shop.lexmark.com/naspo

IN WITNESS WHEREOF, The Contractor and the State have caused this Participating Addendum to be executed by their authorized representatives and agree that this Participating Addendum may be executed in counterparts, each original signed page to become part of the original document.

Lexmark International, Inc.

Signature Date

Print Name and Title

The State of New Jersey Department of the Treasury - Division of Purchase and Property

Amy F. Davis, Acting Director Date

Approved as to Form Matthew J. Platkin, Attorney General State of New Jersey – Department of Law and Public Safety

By:

Signature Date

Print Name and Title

Ross Kezelman Digitally signed by Ross Kezelman Date: 2025.06.26 08:43:14 -07'00'

Ross Kezelman, Senior Contracts Manager, Government

Allyson Cofran

Deputy Attorney General

6/26/2025

August 26, 2025

September 5, 2025

EXHIBITS

EXHIBIT A - The State of New Jersey Standard Terms and Conditions

EXHIBIT B - The Master Agreement, including its attachments and exhibits

EXHIBIT C - The Solicitation; available at:

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

EXHIBIT D - The Contractor’s response to the Solicitation, available at:

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

Docusign Envelope ID: 5E1E42E5-505D-49DE-A81F-5751CA5BF46A https://www.naspovaluepoint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/lexmark-international-inc/ https://www.naspovaluepoint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/lexmark-international-inc/

EXHIBIT A

The State of New Jersey Standard

Terms and Conditions

State of New Jersey Standard Terms and Conditions (Revised February 8, 2024)

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY

33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230

1.0 STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT

The following terms and conditions shall apply to all contracts or purchase agreements made with the State of New Jersey. The State's terms and conditions shall prevail over any conflicts set forth in a Contractor’s Quote or Proposal.

2.0 STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS

The statutes, laws, regulations or codes cited herein are available for review at the New Jersey State Library, 185 West State Street, Trenton, New Jersey 08625.

2.1 BUSINESS REGISTRATION

Pursuant to N.J.S.A. 52:32-44, the State is prohibited from entering into a contract with an entity unless the Contractor and each subcontractor named in the proposal have a valid Business Registration Certificate on file with the Division of Revenue and Enterprise Services. A subcontractor named in a bid or other proposal shall provide a copy of its business registration to the Contractor who shall provide it to the State.

The contractor shall maintain and submit to the State a list of subcontractors and their addresses that may be updated from time to time with the prior written consent of the Director of the Division of Purchase and Property (Director) during the course of contract performance. The contractor shall submit to the State a complete and accurate list of all subcontractors used and their addresses before final payment is made under the contract.

Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business registration, or that provides false business registration information, shall be liable for a penalty of $25 for each day of violation, not to exceed $50,000 for each business registration copy not properly provided under a contract with a contracting agency.

The contractor and any subcontractor providing goods or performing services under the contract, and each of their affiliates, shall, during the term of the…