Page 1 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

Participating Addendum Number 23011 - ILTPP for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES between

Illinois Learning Technology Purchase Program (ILTPP) and

HP Inc. This Participating Addendum (“PA”) is entered into by Illinois Learning Technology Purchase Program (ILTPP) (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in HP Inc.’s NASPO ValuePoint Master Agreement Number 23011- ILTPP, executed by Contractor and the State of Minnesota (“Lead State”) for Computer Equipment, Peripherals & Related Services, effective July 1, 2023 (“Master Agreement”):

HP Inc. (“Contractor” or “HP”) 1501 Page Mill Road Palo Alto, CA 94304

I. PARTICIPATING ADDENDUM CONTACTS. The primary contacts for this Participating Addendum are

as follows (or their named successors):

Information Contractor Participating Entity

Contact Name Debra Lee Hope Hardin-Borbely

Contact Title Director, Public Sector Contract Management Cooperative Purchasing Manager

Contact Email Address 10300 Energy Drive Spring, Texas 77389

3358 Big Pine Trail Champaign, IL 61822 hhardinborbely@iltpp.org

Contact Phone Number 847.537.0344 217-215-0386

II. TERM. This Participating Addendum is effective as of the date of the last signature below [or effective date]

(“Effective Date”), whichever is later, and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE: This Participating Addendum by Illinois Learning Technology Purchase Program (ITLPP) may be used by Public and Private Pre and K-12 education schools, school districts and libraries throughout the State of Illinois. This agreement is not a purchase order, nor does it guarantee any purchases to be made by ITLPP or eligible agencies.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, federal laws and State of Illinois laws. Claims arising or raised in the United States will be governed by the laws of the state of Illinois excluding rules as to choice and conflict of law.

V. 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.

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 2 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

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

Services No limit

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

Purchasing Entities.

d. Product/Equipment Leasing.

Eligible Entities may enter into equipment leases if they have the authority to do so.

d. Equipment Trade-in Program. Any trade-in programs offered during the life of the Master

Agreement must be approved by the Lead State. Trade-in value shall not decrease the discounts

offered through the Master Agreement.

e. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other Partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum. Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.

Only Partners approved by Participating Entity may be utilized. Participating Entity may define the process to add and remove Partners and may further define the Partner’s role in this Participating Addendum. Participation by Contractor’s Partners will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Participating Addendum. Approved Partners are identified on Contractor’s dedicated website for the Participating Entity and its respective eligible Purchasing Entities.

Contractor has the following two (2) distinct Servicing Subcontractor Programs: (1) the Reseller Agent Program; and (2) the Fulfillment Subcontractor Program. Both are available to authorized Purchasing Entities to select from under this Participating Addendum.

(1) Reseller Agent Program: Under the Reseller Agent Program the Order is issued to HP. HP fulfills and ships the Order to the Purchasing Entity and invoices the Purchasing Entity directly. The Reseller Agent provides pre- and post-sales support, which includes, without limitation, providing advice on specifications, quotes, assist in escalation of order(s), and returns. Any HP-authorized Reseller Agent as selected by the Purchasing Entity is authorized under this PA. Payments are issued to HP by the Purchasing Entity. The Reseller Agent’s HP Authorization Number must be listed in all quotes and related Order activities for sales and tracking purposes. Orders must include the Purchasing Entity’s PA number. HP Order information, including the HP remittance address, is available in the Information Center located at the HP website www.hp.com/buy/naspovppc5.

(2) Fulfillment Subcontract Program. Under this Fulfillment Subcontractor Program Orders and payments are issued by the Purchasing Entity directly to the named Fulfillment Subcontractor. In addition to handling all Order tracking, escalations, and offering pre- and post-sales support. The authorized Fulfillment Subcontractor(s) under this agreement are as mutually agreed by the Parties. Orders must include the Participating State/Entity Contract Number.

http://www.hp.com/buy/naspovppc5

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 3 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

V. AMENDMENTS. Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by the Participating Entity in writing to Contractor within ten (10) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto.

VI. ORDER OF PRECEDENCE.

a. Participating Entity’s Participating Addendum; Participating Entity’s PA shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State’s contractual relationship with Contractor under the terms of the Master Agreement;

b. The Master Agreement;

c. The Solicitation including all Addenda; and

d. Contractor’s response to the Solicitation. 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 referenced on the Contractor's website, in the Contractor’s quotations or in similar documents subsequently provided by the Contractor, unless otherwise agreed by the Parties.

VII. 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. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE.

A. The laws of the State of Illinois shall govern this agreement.

B. As allowed by law, no late fees will be accessed for late payments.

C. Reporting and Administration Fees

The chart below will replace any reporting or administrative fee requirements; The Contractor agrees to

provide periodic price agreement utilization reports via email in accordance with the following schedule:

Period End Reports Due

June 30 July 31

September 30 October 31

December 31 January 30

March 31 April 30

The periodic report shall include the gross net invoice sales for the period. The Contractor shall submit a check within 45 days after submission of the report payable to ILTPP for an amount equal to the fee classification currently designated as outlined below for the net invoice sales for the quarterly report. A marketing fee of 3% (three percent) of the gross of all net sales to ILTPP Participants will be assessed quarterly.

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein.

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 4 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

XI. NOTICE. Any legal notice required herein shall be sent to the following:

Information Contractor Participating Entity

Contact Name and Title Chief Legal Officer Hope Hardin-Borbely, Cooperative Purchasing Manager

Contact Email Address 1501 Page Mill Road Palo Alto, CA 94304

3358 Big Pine Trail Champaign, IL 61822

Contact Phone Number 650-857-1501 217-215-0386

XII. ASSIGNMENT. Neither Party may, nor will it have the power to, assign or novate this Participating Addendum without the written consent of the other Party.

XIII. REMEDIES. The Master Agreement and this PA states all remedies for warranty claims. To the extent permitted by law, Contractor disclaims all other warranties.

XIV. ENTIRE AGREEMENT. The Master Agreement and this PA represents the parties’ entire understanding with

respect to its subject matter and supersedes any previous communication or agreements that may exist.

XV. SURVIVAL. Any terms in this PA, which by their nature extend beyond termination or expiration of the PA will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

XVI. 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.

[SIGNATURE PAGE FOLLOWS]

mailto:pa@naspovaluepoint.org

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 5 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

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 Participating Addendum’s 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.

CONTRACTOR: PARTICIPATING ENTITY:

__________________________________________ __________________________________________

Signature Signature

__________________________________________ __________________________________________

Printed Name Printed Name

__________________________________________ __________________________________________

Title Title

___________________________________________ __________________________________________

Date Date

Fernanda Cazares

Contracts Specialist

09/19/2023

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 6 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

Attachment A

Participating Entity Modifications and Additions to Master Agreement Terms and Conditions

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 7 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

Attachment B Participating Entity Products and Services Exclusions

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 8 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

Attachment C Participating Entity-specific Pricing

Participating Addendum Number 23011for COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between Illinois Learning Technology Purchase Program (ILTPP) and HP Inc. _________________________________________________________________________________________________________________

Page 9 of 9 ILTPP NASPO VP Computer Equipment PA DRAFT 09.15.2023

Attachment D Additional Documents

The following additional documents, as agreed by the Parties:

[Instruction (delete before execution): may include lease documents, etc.; delete this Attachment D (and in

section XI., Attachments) if not applicable.]