SPD (Rev. 2020)

State of New Mexico General Services Department

Statewide Price Agreement Cover Page

Awarded Vendor: 0000055703 Hewlett Packard Inc. 1501 Page Mill Road Palo Alto, CA 94304

Contact: Debra Lee Email: Debra.lee@hp.com Telephone No.: (847) 537-0344

Price Agreement Number: 10-00000-20-00062AA Master Agreement Number: 23011 Payment Terms: Net 30 F.O.B.: Destination Delivery: As Requested

Ship To: All State of New Mexico agencies, commissions, institutions, political subdivisions and local public bodies allowed by law.

Procurement Specialist: Vanessa LeBlanc Telephone No.: (505) 629-9525 Email: Vanessa.leblanc@gsd.nm.gov

Invoice: As Requested

Title: Computer Equipment, Peripherals & Related Services

Term: September 5, 2023 thru June 30, 2025

This Statewide Price Agreement on the attached Participating Addendum.

NASPO ValuePoint Link: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals- related-services-2023-2028/hp-inc/

Purchasing Division: 1100 St. Francis Drive, Santa Fe, NM 87505; PO Box 6850, Santa Fe, NM 87502 (505) 827-0472

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Participating Addendum Number 10-00000-20-00062AA for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES between

State of New Mexico and

HP, Inc.

This Participating Addendum is entered into by the State of New Mexico Participating Entity and HP, Inc. (each for the purpose of participating in NASPO ValuePoint Master Agreement

Number 23011, executed by Contractor and the State of Minnesota for Computer Equipment, Peripherals & Related Services :

HP, Inc. 1501 Page Mill Road Palo Alto, CA 94304

I. PARTICIPATING ADDENDUM CONTACTS. this Participating

Addendum is:

Debra Lee Public Sector Contract Management Director Debra.lee@hp.com (847) 537-0344

contact for this Participating Addendum is:

Dorothy Mendonca State Purchasing Agent Dorothy.Mendonca@gsd.nm.gov (505) 827-0472

II. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an

use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

III. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed

IV. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to the Contractor and Participating Entity and Purchasing Entities.

a. Contractor Awarded Band(s):

(1) Band 1, Personal Computer Devices Windows Operating Systems; and

(2) Band 2, Personal Computer Devices Non-Windows Operating Systems.

b. Configuration Dollar Limits: The following configuration limits apply with revisions identified below by the Participating Entity, specifically increasing the Peripherals threshold to $30,000. The dollar limits identified are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

Item Configuration

Band One $15,000 Band Two $15,000 Peripherals $30,000

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of New Mexico and HP, Inc. _________________________________________________________________________________________________________________

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Services [Instruction (delete before execution): to be determined by Participating Entity.]

c. Services. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

d. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on

Entity may provide Products and Services to users of this Participating Addendum. Contractor will ensure

in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.

V. AMENDMENTS. Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum.

VI. ORDERS. Purchasing Entities may place Orders under this Participating Addendum by referencing the Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VI. ORDER OF PRECEDENCE.

a. diminish, change, or impact the rights of the Lead State with regard t relationship with Contractor under the terms of the Master Agreement;

b. The Master Agreement;

c. The Solicitation including all Addenda; and

d.

These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Except for the terms included in the Attachment and Exhibits hereto, no other terms and conditions shall apply, including terms listed or

provided by the Contractor, unless otherwise agreed by the Parties.

VII. ATTACHMENTS. This Participating Addendum includes the following attachments:

c. Attachment A: Participating Entity Modifications and Additions to Master Agreement Terms and Conditions

VIII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating Addendum, the Parties agree that this Participating Addendum, as amended, may be published on the NASPO ValuePoint website.

IX. REMEDIES. The Master Agreement and this Participating Addendum state all remedies for warranty claims. To the extent permitted by New Mexico law, Contractor disclaims all other warranties.

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of New Mexico and HP, Inc. _________________________________________________________________________________________________________________

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X. ENTIRE AGREEMENT. understanding with respect to its subject matter and supersede any previous communication or agreement(s) that may exist.

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

PARTICIPATING ENTITY CONTRACTOR

Signature: Signature:

Name:

Dorothy Mendonca

Name:

Title:

State Purchasing Agent

Title:

Date: Date:

For questions regarding NASPO ValuePoint Participating Addendums, please contact the Cooperative Contract Coordinator team at info@naspovaluepoint.org.

Fully executed NASPO ValuePoint Participating Addendums must be submitted via email in PDF format to pa@naspovaluepoint.org.

9/1/2023

Colleen Lively

Contracts Specialist

9/1/2023

This is signed on behalf of the State Purchasing Agent

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of New Mexico and HP, Inc. _________________________________________________________________________________________________________________

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Attachment A

1. Taxes: The Contractor shall be reimbursed by the Participating State for applicable New Mexico gross receipts taxes, excluding interest or penalties assessed on the Contractor by any authority. PLEASE NOTE NO PROPERTY TAX WILL BE PAID TO THE CONTRACTOR BY THE PARTICIPATING STATE. The payment of taxes for any money received under this Agreement shall be the Contractor's sole responsibility and should be reported under the Contractor's Federal and State tax identification number(s).

Contractor and any and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall require all subcontractors to hold the Participating State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal and/or state and local laws and regulations and any other costs, including transaction privilege taxes, unemployment compensation insurance, Social Security an

2. Retainage: Reserved

3. Performance Bond: Reserved

4. Term: THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNTIL APPROVED IN WRITING BY THE NEW MEXICO STATE PURCHASING AGENT. This Agreement shall begin on a date approved by the New Mexico State Purchasing Agent and end on June 30, 2025. The Participating State reserves the right to renew the Participating Addendum on an annual basis by mutual Agreement not to exceed a total of 10 years in accordance with NMSA 1978 §13-1-150.

5. Termination:

a) Grounds. The Participating State may terminate this Agreement for convenience or cause. The Contractor may only

b) Notice; Participating State Opportunity to Cure. (1) Except as otherwise provided in sub-paragraph A of this Clause and the Appropriations Clause of this Agreement,

the Participating State shall give Contractor written notice of termination at least thirty (30) days prior to the intended date of termination.

(2) Contractor shall give Participating State written notice of termination at least thirty (30) days prior to the intended date of termination, which notice shall (i) greement upon which the termination is based and (ii) state what the Participating State must do to cure such material breaches. if the Participating State does not cure all material breaches within the thirty (30) day notice period or (ii) in the case of material breaches that cannot be cured within thirty (30) days, the Participating State does not, within the thirty (30) day notice period, notify the Contractor of its intent to cure and begin with due diligence to cure the material breach.

(3) Notwithstanding the foregoing, this Agreement may be terminated immediately upon written notice to the Contractor (i) if the Contractor becomes unable to provide the Goods or perform the Services contracted for, as determined by the Participating State; (ii) if, during the term of this Agreement, the Contractor is suspended or debarred by the New Mexico State Purchasing Agent; or (iii) the Agreement is terminated pursuant to the Appropriations Clause of this Agreement.

c) Liability.

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of New Mexico and HP, Inc. _________________________________________________________________________________________________________________

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of a notice of termination; provided, however, that a notice of termination shall not nullify or otherwise affect either -termination defaults under or breaches of this Agreement. The Contractor shall submit an

invoice for such work within thirty (30) days of receiving or sending the notice of termination. THIS PROVISION IS

REMEDIES CAUSED BY THE CONTRACTOR'S DEFAULT/BREACH OF THIS AGREEMENT.

6. Appropriations: The terms of this Agreement are contingent upon sufficient appropriations and authorization being made by the Legislature of New Mexico for the performance of this Agreement. If sufficient appropriations and authorization are not made by the Legislature, this Agreement shall terminate immediately upon written notice being given by the Participating State to the Contractor. The Participating State's decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final. If the Participating State proposes an amendment to the Agreement to unilaterally reduce funding, the Contractor shall have the option to terminate the Agreement or to agree to the reduced funding, within thirty (30) days of receipt of the proposed amendment.

7. Status of Contractor: The Contractor and its agents and employees are independent contractors providing Goods and/or performing professional or general services for the Participating State and are not employees of the State of New Mexico. The Contractor and its agents and employees shall not accrue leave, retirement, insurance, bonding, use of state vehicles, or any other benefits afforded to employees of the State of New Mexico as a result of this Agreement. The Contractor acknowledges that all sums received hereunder are reportable by the Contractor for tax purposes, including without limitation, self-employment and business income tax. The Contractor agrees not to purport to bind the State of New Mexico unless the Contractor has express written authority to do so, and then only within the strict limits of that authority.

8. Conflict of Interest; Governmental Conduct Act: a) The Contractor represents and warrants that it presently has no interest and, during the term of this Agreement,

shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance or services required under the Agreement.

b) The Contractor further represents and warrants that it has complied with, and, during the term of this Agreement, will continue to comply with, and that this Agreement complies with all applicable provisions of the Governmental Conduct Act, Chapter 10, Article 16 NMSA 1978. Without in any way limiting the generality of the foregoing, the Contractor specifically represents and warrants that: (1) in accordance with NMSA 1978, § 10-16-4.3, the Contractor does not employ, has not employed, and will not

employ during the term of this Agreement any Participating State employee while such employee was or is

contracting process; (2) this Agreement complies with NMSA 1978, § 10-16-7(A) because (i) the Contractor is not a public officer or

employee of the Participating State; (ii) the Contractor is not a member of the family of a public officer or employee of the Participating State; (iii) the Contractor is not a business in which a public officer or employee or the family of a public officer or employee has a substantial interest; or (iv) if the Contractor is a public officer or employee of the Participating State, a member of the family of a public officer or employee of the Participating State, or a business in which a public officer or employee of the Participating State or the family of a public officer or employee of the Participating State has a substantial interest, public notice was given as required by NMSA 1978, § 10-16-7(A) and this Agreement was awarded pursuant to a competitive process;

(3) in accordance with NMSA 1978, § 10-16-8(A), (i) the Contractor is not, and has not been represented by, a person who has been a public officer or employee of the Participating State within the preceding year and whose official act directly resulted in this Agreement and (ii) the Contractor is not, and has not been assisted in any way regarding this transaction by, a former public officer or employee of the Participating State whose

ticipating State's making this Agreement;

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

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(4) this Agreement complies with NMSA 1978, § 10-16-9(A)because (i) the Contractor is not a legislator; (ii) the Contractor is not a member of a legislator's family; (iii) the Contractor is not a business in which a legislator or a legislator's family has a substantial interest; or (iv) if the Contractor is a legislator, a member of a

disclosure has been made as required by NMSA 1978, § 10-16-7(A), this Agreement is not a sole source or small purchase contract, and this Agreement was awarded in accordance with the provisions of the Procurement Code;

(5) in accordance with NMSA 1978, § 10-16-13, the Contractor has not directly participated in the preparation of specifications, qualifications or evaluation criteria for this Agreement or any procurement related to this Agreement; and

(6) in accordance with NMSA 1978, § 10-16-3 and § 10-16-13.3, the Contractor has not contributed, and during the term of this Agreement shall not contribute, anything of value to a public officer or employee of the Participating State.

c) of fact upon which the Participating State relied when this Agreement was entered into by the Parties. Contractor shall provide immediate written notice to the Participating State if, at any time during the term of this Agreement, Contractor learns that Co erroneous on the effective date of this Agreement or have become erroneous by reason of new or changed

tions and warranties in paragraphs A and B of this Clause were erroneous on the effective date of this Agreement or have become erroneous by reason of new or changed circumstances, in addition to other remedies available to the Participating State and notwithstanding anything in the Agreement to the contrary, the Participating State may immediately terminate the Agreement.

d) All terms defined in the Governmental Conduct Act have the same meaning in this Agreement.

9. Amendment: a) This Agreement shall not be altered, changed or amended except by instrument in writing executed by the Parties

hereto and all other required signatories. b) If the Participating State proposes an amendment to the Agreement to unilaterally reduce funding due to budget or

other considerations, the Contractor shall, within thirty (30) days of receipt of the proposed Amendment, have the option to terminate the Agreement, pursuant to the termination provisions as set forth in the Terminations Clause of this Agreement, or to agree to the reduced funding.

10. Merger: This Agreement incorporates all the Agreements, covenants and understandings between the Parties hereto concerning the subject matter hereof, and all such covenants, Agreements and understandings have been merged into this written Agreement. No prior Agreement or understanding, oral or otherwise, of the Parties or their agents shall be valid or enforceable unless embodied in this Agreement.

11. Penalties for violation of law: The Procurement Code, NMSA 1978 §§ 13-1-28 through 13-1-199, imposes civil and criminal penalties for violation of the statute. In addition, the New Mexico criminal statutes impose felony penalties for illegal acts, including bribes, gratuities and kickbacks.

12. Equal Opportunity Compliance: The Contractor agrees to abide by all federal and state laws and rules and regulations, and executive orders of the Governor of the State of New Mexico, pertaining to equal employment opportunity. In accordance with all such laws of the State of New Mexico, the Contractor assures that no person in the United States shall, on the grounds of race, religion, color, national origin, ancestry, sex, age, physical or mental handicap, or serious medical condition, spousal affiliation, sexual orientation or gender identity, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of New Mexico and HP, Inc. _________________________________________________________________________________________________________________

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performed under this Agreement. If Contractor is found not to be in compliance with these requirements during the life of this Agreement, Contractor agrees to take appropriate steps to correct these deficiencies.

13. Workers Compensation: workers compensation benefits for its employees. If the Contractor fails to comply with the Workers Compensation Act and applicable rules when required to do so, this Agreement may be terminated by the Participating State.

14. Applicable Law: The laws of the State of New Mexico shall govern this Agreement, without giving effect to its choice of law provisions. Venue shall be proper only in a New Mexico court of competent jurisdiction in accordance with NMSA 1978, § 38-3-1 (G). By execution of this Agreement, Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New Mexico over any and all lawsuits arising under or out of any term of this Agreement.

15. Records and Financial Audit: The Contractor shall maintain detailed time and expenditure records that indicate the date, time, three (3) years from the date of final payment under this Agreement. The records shall be subject to inspection by the Participating State, including the New Mexico Department of Finance and Administration and the New Mexico State Auditor. The Participating State shall have the right to audit billings both before and after payment. Payment under this Agreement shall not foreclose the right of the Participating State to recover excessive or illegal payments.

16. Invalid Term or Condition: If any term or condition of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected and shall be valid and enforceable.

17. Enforcement of Agreement: A Party's failure to require strict performance of any provision of this Agreement shall not waive or diminish that Party's right thereafter to demand strict compliance with that or any other provision. No waiver by a Party of any of its rights under this Agreement shall be effective unless express and in writing, and no effective waiver by a Party of any of its rights shall be effective to waive any other rights.

18. Non-Collusion: In signing this Agreement, the Contractor certifies the Contractor has not, either directly or indirectly, entered into action in restraint of free competitive bidding in connection with this offer submitted to the Participating State.

19. Notices: Any notice required to be given to either Party by this Agreement shall be in writing and shall be delivered in person, by courier service or by U.S. mail, either first class or certified, return receipt requested, postage prepaid, as follows:

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of New Mexico and HP, Inc. _________________________________________________________________________________________________________________

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PARTICIPATING ENTITY:

Name: Dorothy Mendonca

Address: 1100 S. St. Francis Drive, Room 2016, Santa Fe, NM 87505

Telephone: 505-827- 0472

Email: Dorothy.mendonca@gsd.nm.gov

CONTRACTOR:

Name: Debra Lee, Public Sector Contract Management Director

Address: 10300 Energy Drive, Spring, TX 77389

Telephone: (847) 537-0344

Email: Debra.lee@hp.com

20. Succession: This Agreement shall extend to and be binding upon the successors and assigns of the Parties.

21. Headings: Any and all headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. Numbered or lettered provisions, sections and subsections contained herein, refer only to provisions, sections and subsections of this Agreement unless otherwise expressly stated.

22. Default/Breach: In case of Default and/or Breach by the Contractor, for any reason whatsoever, the Purchasing Entity and the State of New Mexico may as a one- time exclusive remedy for the breach and upon termination of the Agreement, procure similarly scoped and priced Goods or Services from another source and hold the Contractor responsible for any resulting excess costs and/or damages, including but not limited to, direct damages, and the Purchasing Entity and the State of New Mexico may also seek all other remedies under the terms of this Agreement and under law or equity.

23. Reserved.

24. New Mexico Employees Health Coverage:

a) If Contractor has, or grows to, six (6) or more employees who work, or who are expected to work, an average of at least 20 hours per week over a six (6) month period during the term of this Agreement, Contractor certifies, by signing this agreement, to have in place, and agree to maintain for the term of the Agreement, health insurance for those employees and offer that health insurance to those employees if the expected annual value in the aggregate of any and all contracts between Contractor and the Participating State exceed $250,000.

b) Contractor agrees to maintain a record of the number of employees who have (a) accepted health insurance; (b) declined health insurance due to other health insurance coverage already in place; or (c) declined health insurance for other reasons. These records are subject to review and audit by a representative of the Participating State.

c) coverage programs by providing each employee with, as a minimum, the following web site link to additional information: https://bewellnm.com/.

25. Indemnification: The Contractor shall defend, indemnify and hold harmless the Purchasing Entity and the State of New Mexico from a expenses of any kind from any source which may arise out of the performance of this Agreement, caused by the

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of New Mexico and HP, Inc. _________________________________________________________________________________________________________________

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negligent act or failure to act of the Contractor, its officers, employees, servants, subcontractors or agents, resulting in injury or damage to persons or property during the time when the Contractor or any officer, agent, employee, servant or subcontractor thereof has or is performing services pursuant to this Agreement. In the event that any action, suit or proceeding related to the services performed by the Contractor or any officer, agent, employee, servant or subcontractor under this Agreement is brought against the Contractor, the Contractor shall, as soon as practicable but no later than two (2) days after it receives notice thereof, notify the legal counsel of the Participating State and the Risk Management Division of the New Mexico General Services Department by certified mail.

26. Default and Force Majeure: The Purchasing Entity reserves the right to cancel all or any part of any Orders placed under this Agreement without cost to the Purchasing Entity, if the Contractor fails to meet the provisions of this Agreement. and, except as otherwise provided herein, to hold the Contractor liable for any excess cost occasioned by the Participating State and/or the Purchasing Entity due to the Contractor's default. The Contractor shall not be liable for any excess costs if failure to perform the Order arises out of causes beyond the control and without the fault or negligence of the Contractor; such causes include, but are not restricted to, acts of God or the public enemy, acts of the State or Federal Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather and defaults of subcontractors due to any of the above, unless the Participating State shall determine that the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery scheduled. The rights and remedies of the Participating State provided in this Clause shall not be exclusive and are in addition to any other rights now being provided by law or under this Agreement.

27. Assignment: The Contractor shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without the prior written approval of the Participating State.

28. Subcontracting: The Contractor shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the Participating State. No such subcontract shall relieve the primary Contractor from its obligations and liabilities under this Agreement, nor shall any subcontract obligate direct payment from the Participating State.

29. Inspection of Plant: hours and upon p business, which is related to the performance of this Agreement.

30. Commercial Warranty: The Contractor agrees that the Goods and/or Services furnished under this Agreement shall be covered by the commercial warranties the Contractor gives to any customer for such Goods and/or Services, and that the rights and remedies provided herein shall extend to the Participating State and are in addition to and do not limit any rights afforded to the Participating State by any other Clause of this Agreement or order.

31. Condition of Proposed Items: Where Goods are a part of this Agreement, all proposed items are to be NEW and of most current production, unless otherwise specified in the Participating Addendum.

32. Release: Final payment of the amounts due under this Agreement shall operate as a release of the Participating State, its officers and employees and Procuring Entity from all liabilities, claims and obligations whatsoever arising from or under this Agreement.

33. Confidentiality: Any Confidential Information provided to the Contractor by the Participating State or, developed by the Contractor based on information provided by the Participating State in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the Contractor without the prior written approval of the Participating State. Upon termination of this Agreement, Contractor shall deliver all Confidential Information in its possession to the Participating State within thirty (30) Business Days of such termination.

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

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34. Contractor Personnel:

a) Key Personnel. nnel shall not be diverted from this Agreement without the prior written approval of the Participating State. Key personnel are those individuals considered by the Participating State to be mandatory to the work to be performed under this Agreement. Key personnel shall be:

Debra Lee

b) Personnel Changes. Replacement of any personnel shall be made with personnel of equal ability, experience, and qualification and shall be approved by the Participating State. For all personnel, the Participating State reserves the right to require submission of their resumes prior to approval. the Agreement is reduced for any reason, Contractor shall, within ten (10) Business Days of the reduction, replace with the same or greater number of personnel with equal ability, experience, and qualifications, subject to the

The Participating State, in its sole discretion, may approve additional time beyond the ten (10) Business Days for replacement of personnel. The Contractor shall include status reports of its efforts and progress in finding replacements and the effect of the absence of the personnel on the progress of the Agreement. The Contractor shall also make interim arrangements to assure that the Agreement progress is not affected by the loss of personnel. personnel if the assigned personnel are not, in the sole opinion of the Participating State, meeting the Participating

35. Reserved.

36. Inspection: If this Agreement is for the purchase of Goods, final inspection and acceptance shall be made at Destination. Goods rejected at Destination for non-conformance to specifications shall be removed expense promptly after notice of rejection and shall not be allowable as billable items for payment.

37. Inspection of Services: If this Agreement is for the purchase of services, the following terms shall apply.

a) Services, as used in this Clause, include services performed, workmanship, and material furnished or utilized in the performance of services.

b) The Contractor shall provide and maintain an inspection system acceptable to the Participating State covering the services under this Agreement. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Participating State during the term of performance of this Agreement and for as long thereafter as the Agreement requires. c) The Participating State has the right to inspect and test all services contemplated under this Agreement to the extent

practicable at all times and places during the term of the Agreement. The Participating State shall perform inspections and tests in a manner

d) If the Participating State performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in Agreement price, all reasonable facilities and assistance for the safe and convenient performance of such inspections or tests.

e) If any part of the services do not conform with the requirements of this Agreement, the Participating State may require the Contractor to re-perform the services in conformity with the requirements of this Agreement at no increase in Agreement amount. When the defects in services cannot be corrected by re-performance, the Participating State may:

(1) require the Contractor to take necessary action(s) to ensure that future performance conforms to the requirements of this Agreement; and

(2) reduce the Agreement price to reflect the reduced value of the services performed. f) If the Contractor fails to promptly re-perform the services or to take the necessary action(s) to ensure future

performance in conformity with the requirements of this Agreement, the Participating State may:

Participating Addendum Number 10-00000-20-00062AA for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

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(1) by Agreement or otherwise, perform the services and charge to the Contractor any cost incurred by the Participating State that is directly related to the performance of such service; or

(2) terminate the Agreement for default.

LEGAL RIGHTS AND REMEDIES CAUSED BY THE CONTRACTOR'S DEFAULT/BREACH OF THIS AGREEMENT.

38. Insurance: If the Services contemplated under this Agreement will be performed on or in Participating State facilities or property, Contractor shall maintain in force during the entire term of this Agreement, the following insurance coverage(s), naming the State of New Mexico, General Services Department or other party to this Agreement as additional insured. a) Workers Compensation (including accident and disease coverage) at the statutory limit. Employers liability:

$100,000. b) Comprehensive general liability (including endorsements providing broad form property damage, personal injury

coverage and contractual assumption of liability for all liability the Contractor has assumed under this Agreement). Limits shall not be less than the following: (1) Bodily injury: $1,000,000 per person /$1,000,000 per occurrence. (2) Property damage or combined single limit coverage: $1,000,000. (3) Automobile liability (including non-owned automobile coverage): $1,000,000. (4) Umbrella: $1,000,000.

c) Contractor shall maintain the above insurance for the term of this Agreement and name the State of New Mexico, General Services Department or other party to this Agreement as an additional insured and provide for 30 days cancellation notice on any Certificate of Insurance form furnished by Contractor. Such certificate shall also specifically state the coverage provided under the policy is primary over any other valid and collectible insurance and provide a waiver of subrogation.

39. Arbitration: Any controversy or claim arising between the Parties shall be settled by arbitration pursuant to NMSA 1978 § 44-7A-1 et seq.

40. Reporting: The Contractor agrees to provide a utilization report on all sales/or services and other revenues (including commissions charged) and fees to the agreement administrator in accordance with the following schedule:

Quarter: Period Ending: Report Due Date:

First September 30 October 30

Second December 31 January 31

Third March 31 April 30

Fourth June 30 July 31

The sales report shall include the gross total sales and other revenues including commissions charged for the period subtotaled by Procuring Agency or local public body name. Even if the Contractor experiences zero sales during the quarter, a report shall still be submitted.

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41. Fees:

The Contractor agrees to remit an administrative reporting fee payable by check to the State Purchasing Division for an amount equal to one percent (1.00 %) of the total sales and other revenues derived from the New Mexico state agencies and local public bodies. The Contractor shall indicate the contract number 10-00000-20-00062AA and include the remittance check with the quarterly sales report.

Reports may be submitted via U.S. mail to NM State Purchasing Division or via email to GSD.QuarterlyUsageR@gsd.nm.gov

If you have any questions regarding the administrative reporting fee, please contact the Financial Coordinator Amber Sanchez at Amber.Sanchez2@gsd.nm.gov or (505) 469-2679.

For payment of fees through U.S. Mail or Courier Delivery: New Mexico State Purchasing Division Joseph Montoya Building, Room 2016, 1100 St. Francis Drive, Santa Fe, New Mexico 87505 or P.O. Box 6850, Santa Fe, New Mexico 87502

42. Lease Agreements: Reserved

43. Subcontractors: All Contactors, Authorized Dealers, and resellers authorized in the State of New Mexico, as shown on the dedicated Contractor (cooperative contract) website, are approved to provide sales and service support to participants in the

conditions set forth in this Participating Addendum and the aforementioned Master Agreement.

Certificate Of Completion

Envelope Id: FF505F2E595A4A208E7D492498F5C8BF Status: Completed

Subject: Please Sign with DocuSign: 10-00000-20-00062AA PA

Source Envelope:

Document Pages: 13 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 2 Vanessa LeBlanc

AutoNav: Enabled

EnvelopeId Stamping: Enabled

Time Zone: (UTC-07:00) Mountain Time (US & Canada)

1100 S Saint Francis Dr

Santa Fe, NM 87502

Vanessa.LeBlanc@gsd.nm.gov

IP Address: 164.64.62.10

Record Tracking

Status: Original

9/1/2023 12:43:59 PM

Holder: Vanessa LeBlanc

Vanessa.LeBlanc@gsd.nm.gov

Location: DocuSign

Security Appliance Status: Connected Pool: StateLocal

Storage Appliance Status: Connected Pool: GSD Location: DocuSign

Signer Events Signature Timestamp

Michael Saavedra

Michael.Saavedra@gsd.nm.gov

New Mexico General Services

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 164.64.62.10

Sent: 9/1/2023 12:46:34 PM

Viewed: 9/1/2023 12:57:34 PM

Signed: 9/1/2023 12:57:41 PM

Electronic Record and Signature Disclosure: Accepted: 6/4/2020 11:04:51 AM ID: 9cac1b3e-4279-4c8f-b2b4-c607ea9821d8

Vanessa LeBlanc

vanessa.leblanc@gsd.nm.gov

New Mexico General Services

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 164.64.62.10

Sent: 9/1/2023 12:57:42 PM

Viewed: 9/1/2023 1:27:32 PM

Signed: 9/1/2023 1:27:36 PM

Electronic Record and Signature Disclosure: Accepted: 6/2/2020 7:02:26 AM ID: 174ce339-a45c-4eb9-8489-b3f5ced3d8e4

Colleen Lively

colleen.lively@hp.com

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 99.160.192.183

Sent: 9/1/2023 1:27:37 PM

Viewed: 9/1/2023 1:59:28 PM

Signed: 9/1/2023 2:00:29 PM

Electronic Record and Signature Disclosure: Accepted: 9/1/2023 1:59:28 PM ID: f23b577c-8450-40f8-a5ba-d402691fdcb1

Valerie Paulk

valerie.paulk@gsd.nm.gov

Signed of Behalf of State Purchasing Agent

New Mexico General Services

Signing Group: 35000 - State Purchasing Agent

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 75.161.220.161

Signed using mobile

Sent: 9/1/2023 2:00:30 PM

Viewed: 9/1/2023 2:00:58 PM

Signed: 9/1/2023 2:01:16 PM

Electronic Record and Signature Disclosure:

Signer Events Signature Timestamp

Accepted: 5/29/2020 9:40:59 AM ID: f12ca6d0-7cba-4de4-b58f-8180244887ff

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps

Envelope Sent Hashed/Encrypted 9/1/2023 12:46:34 PM

Certified Delivered Security Checked 9/1/2023 2:00:58 PM

Signing Complete Security Checked 9/1/2023 2:01:16 PM

Completed Security Checked 9/1/2023 2:01:16 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

A. ELECTRONIC RECORD AND SIGNATURE DISCLOSURE (ERSD)

From time to time, New Mexico General Services Department (GSD), on behalf of the State of New Mexico (SONM), may be required by law to provide you with certain written notices or disclosures. Stated below are the terms and conditions for GSD's providing you such notices and disclosures electronically through the DocuSign system. Please read this information carefully. If you are able to access this information electronically and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next

DocuSign system.

B. Obtaining paper copies At any time up to twenty (20) calendar days following your use of DocuSign to electronically sign a document, you may request a paper copy of any record provided or made available electronically to you by GSD. You will have the ability to download and print documents SONM sends you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a twenty (20) calendar day period after such documents are first sent to you. Following the twenty (20) day period, if you want GSD to send you paper copies of any such documents from GSD's office, you will be charged a $1.00 per-page fee plus postage. You may request delivery of such paper copies from GSD by following the procedure stated in Section H, below.

C. Withdrawing your consent If you decide to receive notices and disclosures from GSD electronically, you may at any time change your mind and inform GSD you want to receive required notices and disclosures only in paper format. The procedure concerning how you may inform GSD of your decision to receive future notices and disclosures in paper format as well as withdraw your consent to receive notices and disclosures electronically is stated in Section D, immediately below.

D. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed with which GSD will be able to complete certain steps in specific transactions and deliver paper copies to you. GSD will need: (1) to send the required notices or disclosures to you in paper format; and (2) wait until GSD receives your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from SONM or to electronically sign documents generated and sent to you from SONM.

E. All notices and disclosures will be sent to you electronically Unless you inform GSD otherwise according to these procedures, GSD will electronically provide you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements and other documents that are required to be provided or made available to you during the course of your electronic signature relationship with SONM. To reduce the possibility of inadvertent non-receipt, GSD prefers to provide all required notices and disclosures by the same method and to the same email or physical address that you furnish to GSD. Thus, you may receive the disclosures and notices electronically or in paper form. If you do not agree with this procedure, please inform GSD according to the procedures stated in Section I, below. Please also refer to Section D, immediately above, which states the consequences resulting from your declination of electronic delivery of notices and disclosures.

F. How to contact GSD: You may inform General Services Department (GSD) of any changes you select regarding State

certain information from SPD, and to withdraw your prior consent to receive notices and disclosures electronically by emailing your request(s) to SPD at: GSD.SPDinfo@state.nm.us

G. To advise SPD of your new email address To inform SPD of a change in the email address to which SPD sends you notices and disclosures electronically, you must send an email to SPD at GSD.SPDinfo@state.nm.us and in the body of such request you must include your previous and new email addresses.

H. To request paper copies from SPD To request delivery of paper copies of electronic notices and disclosures that DocuSign and/or SPD have previously provided to you, you must send an email to SPD at GSD.SPDinfo@state.nm.us and in the body of your email request state your email address, full name, mailing address, and telephone number. SPD will charge you a $1.00 per page copy fee plus postage.

I. To withdraw your consent with SPD To inform SPD that you no longer wish to receive notices and disclosures in electronic format you may:

(1) Decline to sign a document from within a signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may:

(2) Send SPD an email to GSD.SPDinfo@state.nm.us and in the body of your request state your email address, full name, mailing address, and telephone number.

J. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current DocuSign system requirements may be found at: https://support.docusign.com/guides/signer-guide-signing-system-requirements

K. Acknowledging your access and consent to receive and sign documents electronically To confirm that you are able to electronically access the information contained in this Electronic Record and Signature Disclosure (ERSD), please confirm that you have: (1) read this ERSD, and either: (2) you are able to print on paper or electronically save this ERSD for your future reference and access; or (3) you are able to email this ERSD to an email address where you will be able to print this ERSD on paper and/or save this ERSD for your future reference and access. Further, if you consent to receiving notices and disclosures from DocuSign and/or SPD exclusively in electronic format, then select the check-

By selecting the check- confirm that:

You have read this Electronic Record and Signature Disclosure (ERSD); and You can print this ERSD on paper, or you can save and/ or send this ERSD to a location

where you can print this ERSD, for your future reference and access; and Until or unless you notify SPD as stated in this ERSD, you consent to exclusively receive

through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by SPD during the course of your electronic signature relationship with SPD.