RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1

NASPO ValuePoint Master Agreement Terms and Conditions

For Multi-Function Devices and Related Software, Services and Cloud

Solutions

A Contract for the NASPO ValuePoint Cooperative Purchasing Program

Acting by and through the State of Colorado (Lead State)

Department of Personnel & Administration

State Purchasing & Contracts Office

1525 Sherman Street, 5th Floor

Denver, Co 80203

And

HP Inc.

1501 Page Mill Road

Palo Alto, CA 94304

Master Agreement Number: 187822

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

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Contents MASTER AGREEMENT TERMS AND CONDITIONS ............................................................................. 3

I. Definitions ............................................................................................................................... 3

II. Parties and Term of the Master Agreement ............................................................................ 7

III. Order of Precedence ............................................................................................................... 8

IV. Participants and Scope ........................................................................................................... 8

V. NASPO ValuePoint Provisions .............................................................................................. 10

VI. Pricing, Payment & Leasing .................................................................................................. 12

VII. Ordering ................................................................................................................................ 14

VIII. Shipping and Delivery ........................................................................................................... 16

IX. Inspection and Acceptance ................................................................................................... 17

X. Warranty ................................................................................................................................ 19

XI. Equipment Title ..................................................................................................................... 20

XII. Indemnification ...................................................................................................................... 21

XIII. Insurance .............................................................................................................................. 22

XIV. General Provisions ................................................................................................................ 24

SIGNATURE PAGE ............................................................................................................................... 30

EXHIBIT A – STATEMENT OF WORK .................................................................................................. 31

I. Product Overview .................................................................................................................. 31

II. Master Agreement Deliverables ............................................................................................ 32

III. Purchase and Lease Programs ............................................................................................. 42

IV. Contractor Responsibilities and Tasks .................................................................................. 48

EXHIBIT B – SAMPLE D&A CERTIFICATE .......................................................................................... 57

EXHIBIT C – AUTHORIZED DEALER FORM ....................................................................................... 58

EXHIBIT D – AUTHORIZED DEALERS BY STATE .............................................................................. 59

ATTACHMENT 1 – HPFS MASTER FMV LEASE AGREEMENT ......................................................... 60

ATTACHMENT 2 – HPFS MASTER LEASE PURCHASE AGREEMENT ............................................. 72

ATTACHMENT 3 – HP MAINTENANCE SERVICES COST PER COPY TEMPLATE .......................... 85

ATTACHMENT 4 – HP MPS SOW TEMPLATE .................................................................................... 94

ATTACHMENT 5 – HP MANAGED SUPPLIES DELIVERY AGREEMENT SOW ................................. 95

ATTACHMENT 6 – HP MAINTENANCE SERVICES MANAGED CARTRIDGE BILLING TEMPLATE. 96

ATTACHMENT 7 – HP STATE AND LOCAL GOVERNMENT AND EDUCATION CUSTOMER RETURN POLICY FOR DROP-SHIP EQUIPMENT ............................................................................ 104

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MASTER AGREEMENT TERMS AND CONDITIONS

I. Definitions

1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes.

1.2 A4 MFD – A Multi-function Device which is designed to handle letter, legal and some smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device.

1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor that the Device has passed its Acceptance Testing. Acceptance of a Product for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section IX of this Master Agreement.

1.4 Accessory – A compatible item that is added to the Base Unit to enhance its capabilities and functions.

1.5 Attachment – Contractor’s Supplemental Documents which consist of the following:

1.5.1 Attachment 1 – HPFS Master FMV Lease Agreement

1.5.2 Attachment 2 – HPFS Master Lease Purchase Agreement

1.5.3 Attachment 3 – HP Maintenance Services Cost Per Copy Template

1.5.4 Attachment 4 – HP MPS SOW Template

1.5.5 Attachment 5 – HP Managed Supplies Delivery Agreement SOW Template

1.5.6 Attachment 6 – HP Maintenance Services Managed Cartridge Billing Template

1.5.7 Attachment 7 – HP State and Local Government and Education Customer Return Policy for Drop-Ship Equipment

1.6 Authorized Dealer – The Manufacturer’s authorized sales and Service center (also known as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the Manufacturer’s Products, and perform machine installation and maintenance on Devices offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the sales and service center to view and test Device.

1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that include all standard Accessories and parts and excludes optional Accessories and/or software.

1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on one or more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run.

1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria.

1.10 Business Day – Any day other than Saturday, Sunday, or a legal holiday.

1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments. An FMV Lease also includes

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a discounted residual value in the Buyout to Keep amount.

1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that involves the return of the Device by the Purchasing Entity to Contractor, in good working condition (ordinary wear and tear excepted), and consists of any current and past due amounts, plus the remaining stream of Device Payments.

1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be referred to as a $1 Buyout Lease and title of the Device will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. However, it will be at the discretion of the Participating State or Entity as to whether other criteria will also be considered, such as a bargain purchase option, a lease term longer than 75% of the estimated economic life of the Device, or the present value of the lease payments is greater than 90% of the fair market value of the Device at the beginning of the Initial Lease Term, or any other legal requirements relating to a Capital Lease.

1.14 Ceiling Pricing - Pricing that is established as a “not-to-exceed” amount; the maximum price Contractor may charge for Products, Services, and Supplies.

1.15 Contractor - A party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement.

1.16 Coterminous - Two or more leases that end at the same time. The original lease payment is modified to reflect the addition of a new Device or Accessory. The original term of the lease is not modified as a result of a Coterminous addition.

1.17 Deliverable - A Product, Service, solution, result, labor, or other effort being sought through this RFP.

1.18 Device - The Base Unit, either with or without optional Accessories and/or software. May also be referred to as “Equipment.”

1.19 Device Downtime - The period of time that a Device is not operational and is waiting for Service to be completed.

1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and maintenance.

1.21 Device Trade-In - An agreed upon transaction between the Purchasing Entity and Contractor, in which Contractor takes ownership of Purchasing Entity’s owned Device, often for a discounted amount.

1.22 Device Upgrade or Downgrade - A replacement of the Purchasing Entity’s existing leased Device, with a different Device, of either greater or lesser value. A new lease is then originated for the new Device, with the remaining lease payments on the old Device wrapped into it. The old lease is closed out, and the Device is returned to Contractor.

1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates and selects Device according to a list of preferred environmental attributes. EPEAT registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment of Imaging Device, as amended.

1.24 Embedded Software - One or more software applications which permanently reside on a computing Device.

1.25 Energy Star - The U.S. Environmental Protection Agency’s standard for energy efficiency.

1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1)

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Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to Contractor at the end of the Initial Lease Term.

1.27 Free on Board (FOB) Destination - Contractor is responsible for transportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity’s specified location.

1.28 Group - The classification for the different types of Devices solicited in this RFP. Groups are determined by the Devices primary functions and/or capabilities.

1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, 60, 72, 84, 96, 108 or 120 months) that a Purchasing Entity enters into a lease agreement.

1.30 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

1.31 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of output options.

1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement.

1.33 Legacy Device – A Device that was purchased or leased either under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means.

1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased or leased Devices.

1.35 Managed Print Services (MPS) - The management, service, and support of the Purchasing Entity’s entire enterprise and output infrastructure of printed materials, with the objective of creating a solution that improves the print process and reduces the expense of printed material.

1.36 Manufacturer - A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Device. Also referred to as Contractor.

1.37 Manufacturer’s Suggested Retail Price (MSRP) - The list price or recommended retail price of a Product in which the Manufacturer recommends that the retailer sell the Product.

1.38 Master Agreement - The underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.

1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other.

1.40 NASPO ValuePoint - A division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.

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1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented, leased, sold, or used in a demonstration, and are currently being marketed by the Manufacturer.

1.42 Normal Business Hours – Defined as the hours between 8AM and 5PM, Monday through Friday, holidays excluded.

1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are not listed in the Master Agreement Price List(s). NSP’s may include Coin-Op equipment, empowering software etc.

1.44 OEM – The Original Equipment Manufacturer.

1.45 Order - Any type of encumbrance document or commitment voucher, including, but not limited to, a purchase order, contract, MPS agreement/statement of work, Maintenance Agreement (i.e. maintenance services and support schedule), lease agreement etc. used by a Purchasing Entity to order the Products and Services.

1.46 Participating Addendum – A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).

1.47 Participating Entity - A state (as well as the District of Columbia), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

1.48 Participating State - A state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum.

1.49 Power Filter - An electronic filter which is placed between an external power line and a Device for the purpose of removing frequencies or electromagnetic interference.

1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a satisfactory operating condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects.

1.51 Private Label - Devices that are manufactured by one company and sold under a retailer’s brand name.

1.52 Product – Devices, Accessories, parts, software, and/or Supplies provided by Contractor pursuant to the Master Agreement.

1.53 Published Price – The price that is posted on the Manufacturer’s website or in their pricing literature (e.g. not the Master Agreement contract price).

1.54 Purchasing Entity - A state (as well as the District of Columbia), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

1.55 Refurbished - A Device which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal course of use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device shall not have more than 750,000 original copies on it. In addition, Refurbished Device must only contain OEM parts. Refurbished Device must be certified by the Manufacturer.

1.56 Remanufactured - The process of disassembling Devices known to be worn or defective

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that can be reused or brought up to OEM specification by cleaning, repairing or replacing it in a manufacturing environment and then reassembling and testing it, so that it will operate like a new Device. Remanufactured Device must be certified by the Manufacturer.

1.57 Renewal Term - A lease term that supersedes the Initial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor. Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the Useful Life of the Device. Capital Leases are excluded from going into renewal.

1.58 Response Time - The time from when the original Service Call is placed with the Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing Entity’s location.

1.59 Scanner - A Device that scans documents and converts it into digital data.

1.60 Segment - The various speeds that Devices are categorized by.

1.61 Services – The labor required to be performed by Contractor pursuant to the Master Agreement or an Order. Services may include, but are not limited to, maintenance, MPS and software installation.

1.62 Service Base Location - The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians.

1.63 Service Call - An on-site Service technician visit due to Device error or malfunction.

1.64 Single-function Printer - An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning.

1.65 Straight Lease - A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Initial Term.

1.66 Supplemental Documents – With the exception of software, end-user and click-wrap agreements, Contractor’s Supplemental Documents are the only authorized documents under this Master Agreement and are attached hereto as Attachments.

1.67 Supplies - Consumable items that gets used up or are discarded once used, such as ink cartridges.

1.68 Supporting Material – May include the following Contractor documents: Product lists, hardware of software specifications, data sheets and their supplements, and published warranties. These documents may be available to Purchasing Entity in hard copy, or by accessing a designated website.

1.69 Third Party – A person or entity that may be directly involved, but is not a principal to an arrangement, contract, deal, lawsuit, or transaction.

1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes.

1.71 Useful Life - Period during which a Device is expected to be usable for the purpose in which it was manufactured.

II. Parties and Term of the Master Agreement

2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the “Lead State”), and HP Inc. (hereinafter called “Contractor”), for the procurement of A3 MFD’s, A4 MFD’s, Single-function Printers, Large/Wide Format Equipment, Scanners, Software, Consumable Supplies, Managed Print

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Services, Software Related Services (including cloud-based offerings and web-based fleet management tools), and Specialty Printers as approved per this Master Agreement, for the benefit of Participating States, Entity’s, and Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions contained herein.

2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective date of August 1, 2024. The term of this Master Agreement may be amended beyond the initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years.

2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

III. Order of Precedence

3.1 Order. This Master Agreement will consist of the following documents:

3.1.1 A Participating Entity’s Participating Addendum (“PA”);

3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits;

3.1.3 An Order issued against the Master Agreement;

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

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

3.1.6 Contractor’s Supplemental Documents, which are included as Attachments.

3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify, or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement, nor will it include Products and Services not awarded under the Master Agreement.

IV. Participants and Scope

4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed.

4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and

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venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order.

4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.

4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to pa@naspovaluepoint.org to support documentation of participation and posting in appropriate databases.

4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum.

4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

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4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan.

4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent.

V. NASPO ValuePoint Provisions

5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement.

5.2 Administrative Fees

5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with a vendor’s response to the Lead State’s solicitation.

5.2.1.1 Contractor shall report on all actual Equipment sales, and on actual Service and Supply sales for purchased and leased equipment.

5.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method, and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

5.3 NASPO ValuePoint Summary and Detailed Usage Reports

5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual,

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irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

5.3.2 Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

5.3.3 Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for each Product in Contractor’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.

5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review

5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement.

5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as

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Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities.

5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees.

5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint.

5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most- favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor’s Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three consecutive quarters, upon 60- calendar day written notice to the Contractor. Cancellation based on nonuse or under- utilization will not occur sooner than [two years] after execution of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws.

5.6 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

VI. Pricing, Payment & Leasing

6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement represent the not-to-exceed (“celling”) price to any Purchasing Entity.

6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of the Master Agreement, including any renewal terms, however; Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Price List(s).

6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must include all shipping, delivery, and installation costs associated with the Products.

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Excess installation charges however, may be billable. Refer to section IV.E.5 of Exhibit A, Statement of Work, for more information.

6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for up to thirty (30) days following submission. In addition, errors in Contractor Price Lists may delay the approval process further.

6.1.4 Contractor may update their lease rates once per quarter by providing the Lead State with documentation regarding said rate changes. Updates to lease rates will not be permitted until 8/1/2025.

6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master Agreement (e.g. 8/1/2024 – 7/31/2025). Contractor may then update their pricing once per calendar year. All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase. While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State’s sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans.

6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. Contractor is not permitted to send Price List updates directly to NASPO ValuePoint.

6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing. Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in the Master Agreement.

6.1.8 Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity of special state-wide promotional discounts.

6.1.9 No retroactive adjustments to prices or rates will be allowed.

6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after Acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card at the time or Order placement with no additional charge. For Products drop-shipped (a simple transactional purchase of hardware without installation, MPS or maintenance services), payments may be made via a purchasing card at the time of Order placement only. Contractor may suspend or cancel performance of open Orders or Services if a Purchasing Entity fails to make payments when due.

6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A, Statement of Work, contains Leasing provisions; however, it shall be at the discretion of each

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Participating State or Entity to accept these terms, reject these terms, or further negotiate the terms with the Contractor, as long as those negotiations don’t fall outside the original scope of the RFP or the Master Agreement.

For example: The maximum lease term on Group A Devices is 60 months; Contractor is not permitted to offer a lease term in excess of this.

VII. Ordering

7.1 Order Numbers. Purchase Order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered.

7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.

7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum.

7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement.

7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered.

7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement’s terms.

7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or

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Entity, all Orders pursuant to this Master Agreement, may contain the following:

7.6.1 Name of Purchasing Entity;

7.6.2 The name, phone number or email address, and address of Purchasing Entity representative;

7.6.3 Order date;

7.6.4 Description of the Product and/or Service ordered;

7.6.5 Model number;

7.6.6 Price;

7.6.7 The Master Agreement number; and

7.6.8 Any additional information required by the Participating State or Entity.

7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess any additional charges or fees for processing payments via this method.

7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to provide a centralized billing option.

7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless otherwise specified by a Participating State or Entity.

7.10 With the exception of drop-shipped items, Contractor and/or Authorized Dealers shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX.

7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or $200.00, unless otherwise specified in a Participating Addendum.

7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame.

7.13 All software Orders shall reference the Manufacturer’s most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version.

7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order.

7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed invoices, including escalation procedures. In addition, Contractor and/or Authorized Dealers shall have a process in place for issuing refunds or credits due to invoicing errors, as well as over-payments and Product returns.

7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an Order through an internet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware, software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere to the following requirements:

7.16.1 The internet-based portal or electronic catalog shall clearly designate that the Products are part of the NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity’s designated web location;

7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed;

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7.16.3 If Contractor’s electronic catalog will either be hosted on or accessed through the Participating State’s eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system;

7.16.4 All information made available through the Participating State or Entity’s eCommerce system is accurate and complies with the Master Agreement and the Participating Addendum; and

7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating State or Entity upon request.

7.17 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out-of-stock item. Contractor’s request to substitute shall explain how the substituted Product compares with the out-of- stock item. Any substitute Product offered must be on the Contractor’s Master Agreement Price List.

7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, 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. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

7.20 Supplemental Documents. All Attachments to this Master Agreement have been reviewed and negotiated by the Lead State only to the extent that they comply with the terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating States and Entities are still advised however, to review each Supplemental Document and negotiate the terms and conditions further with Contractor if necessary. It shall be at the discretion of Contractor and Purchasing Entity to determine which Supplemental Documents are appropriate for each Order type. With the exception of End User License Agreements (EULA’s), clickwrap agreements, and any third party software agreements, which have not been reviewed or negotiated by the Lead State, nor are they attached to this Master Agreement, only the Supplemental Documents attached to this Master Agreement are permitted to be used for any Order placed.

VIII. Shipping and Delivery

8.1 Shipping Terms. All Products must be shipped F.O.B. destination, standard freight pre- paid by the Contractor, to the Purchasing Entity’s specified location, unless otherwise indicated in a Participating Addendum.

8.1.1 Notwithstanding the above, and subject to section 8.5 and 8.6 below responsibility and liability for loss or damage will pass to the Purchasing Entity upon delivery of the Product, except as to latent defects, fraud, and Contractor’s warranty obligations.

8.2 Available Products. Devices that are in-stock or otherwise not subject to supply-chain shortages or issues, shall be delivered within thirty (30) calendar days after receipt of Order, unless otherwise specified by the Purchasing Entity.

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8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on backorder.

8.4 Software Installation. Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order.

8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. The Purchasing Entity shall not be responsible for any additional charges should the Contractor fail to observe specific delivery days and receiving hours. The delivery days and delivery hours shall be established by each individual Purchasing Entity upon Order placement.

8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop Devices, shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.

8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity.

IX. Inspection and Acceptance

9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations.

9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code.

9.3 With the exception of drop-shipped Devices, Purchasing Entity shall confirm delivery, installation and Acceptance of all Devices covered by each purchase or lease Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample D&A Certificate, which shows Acceptance of the Device(s) and allows Contractor to invoice for the Device(s).

9.4 Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Device is installed, or as otherwise stated in a Participating Addendum.

9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; 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 Purchasing Entity in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked.

9.6 Inspection. All Devices are subject to inspection at reasonable times and places before

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Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Contractor agrees to permit duly authorized agents and employees of the Lead State or other Participating or Purchasing Entities to enter Contractor’s facilities for the purposes described in this section 9.6, during normal working hours with reasonable written notice, accompanied by duly authorized agents or employees of Contractor. The parties agree that Lead State or other Participating or Purchasing Entities will not be permitted access to any Contractor areas involved in research and development or that contain confidential, proprietary, trade secret documents/information, protected health information (PHI), or personally identifiable information (PII).

9.6.1 Devices that do not meet Contractor specifications may be rejected within the 5-day period specified in section 9.5. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use.

9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Device rejected and returned, or for which Acceptance is revoked.

9.7 Failure to Conform. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of services performed.

9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertain whether the Device meets the standard of performance or specifications prior to Acceptance by the Purchasing Entity.

9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise specified, starting from the day after the Device is delivered or, if installed by Contractor, the day after the Device is installed and Contractor certifies that the Device is ready for Acceptance Testing.

9.8.2 If the Device does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met.

9.8.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the cure period, the Device still has not met the standard of performance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Device from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.

9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device returned pursuant to the section.

9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard

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of performance or specification is met.

X. Warranty

10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this Section X will apply.

10.2 The warranty period shall begin upon Acceptance of the Products, and shall be for a minimum of ninety (90) days for purchased and leased Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufactured and/or Refurbished Devices.

10.3 Devices that are sold under the resulting Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications.

10.4 Devices shall be in good working order, free from any defects in material and workmanship, and conform to Contractor specifications.

10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection.

10.6 Replacement of Devices shall be on a like-for-like basis and shall be at no cost to the Purchasing Entity.

10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity.

10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90) days. Significant failure shall be determined by the Participating State.

10.9 Contractor warranty, service, and maintenance obligations shall not apply if:

10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer;

10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device;

10.9.3 The Device is relocated to any place where Contractor Services are not available;

10.9.4 Improper use, site preparation, or site or environmental conditions or other non- compliance with applicable Supporting Material;

10.9.5 Improper system maintenance or calibration not performed by Contractor and/or their Authorized Dealer;

10.9.6 Failure or functional limitations of any non-Contractor software or Product impacting systems receiving Contractor support or Service;

10.9.7 Malware (e.g. virus, worms, etc.) not introduced by Contractor and/or their Authorized Dealer; and

10.9.8 Abuse (meaning care less than a reasonable person would take in use of a similar asset), negligence (as this term is legally defined), accident (damage that is not inflicted on purpose and is not caused by the normal wear and tear in use of a

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product), fire or water damage, electrical disturbances, damage that takes place in or related to the transportation of a Product by a Purchasing Entity, or other causes beyond Contractor’s control.

10.10 Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. Purchasing Entity agrees to provide prompt notice of any such Service concerns and Contractor will re-perform any Service that fails to meet this standard.

10.11 It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor.

10.12 Lemon Clause

10.12.1 This clause shall apply to all Devices that are purchased or leased under the Contractor’s Master Agreement.

10.12.2 This clause shall not apply if Supplies are used in the Devices that were not manufactured, provided, or authorized by the Contractor.

10.12.3 The application period is thirty-six (36) months from the date of Acceptance.

10.12.4 This clause shall take precedence over any other warranty or Services clauses associated with the Contractor’s Master Agreement, or as specified by a Participating State or Entity in their Participating Addendum.

10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty.

10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer’s published performance specifications, four (4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a new Device that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity.

10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

XI. Equipment Title

11.1 Conveyance of Title. Contractor, or if applicable, Third-Party leasing company, shall have exclusive title to the Devices being delivered and the Devices shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon:

11.1.1 Purchasing Entity up-front purchase of the Device;

11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease;

11.1.3 Expiration of a Purchasing Entity’s Capital Lease; or

11.1.4 Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity.

11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and

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perpetual license to use any Embedded Software in the Device. If Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title. A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.

11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property.

XII. Indemnification

12.1 General Indemnification. The Contractor shall defend, indemnify, settle, and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property to the extent caused by any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement.

12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product supplied under the Master Agreement, or its use, infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim").

12.2.1 The Contractor’s obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:

12.2.1.1 provided by the Contractor or the Contractor’s subsidiaries or affiliates;

12.2.1.2 specified by the Contractor to work with the Product; and

12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function.

12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. The Contractor shall promptly and reasonably investigate and defend any Intellectual Property Claim, and it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible.

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12.2.3 The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails its affirmative obligation to defend or settle the Intellectual Property Claim, the Indemnified Party 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 Indemnified Party in the pursuit of the Intellectual Property Claim. However, the Contractor must consent in writing to any settlement and any associated fees, costs, expenses, and monetary damages for which it may be responsible.

12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.

XIII. Insurance

13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option; result in termination of its Participating Addendum.

13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:

13.2.1 Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire. If any aggregate limit is reduced below $2,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this provision.

13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000 aggregate.

13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

13.2.4 Automobile Liability covering any auto (including owned, hired and non- owned), with a minimum limit of $1,000,000 each accident combined single limit.

13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor.

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13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that:

13.4.1 Includes the Participating States identified in the Request for Proposal as additional insured’s, and;

13.4.2 Provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection.

13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Order’s effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

13.6 Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Order.

13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.

13.8 Participating Entities. Contractor shall provide to Participating States and Participating Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity.

13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

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13.10 Disclaimer. Insurance coverage and limits will not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

XIV. General Provisions

14.1 Records Administration and Audit

14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

14.1.4 The disclosure of records in Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating Entity that placed the Order. Records will be retained longer if required by Participating Entity’s law.

14.1.5 Contractor will be advised with reasonable prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor’s ability to perform its obligations under this Master Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the auditor with information reasonably required to affect the audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity and its auditor as may be necessary to protect the Confidential Information of Contractor to the extent such limitations and assurances are not in conflict with Participating Entity’s governing laws. In no event will Contractor be required to provide Participating Entity or its auditor with access to Contractor’s internal Products/Services labor and cost data, or data related to employees or other customers of Contractor to the extent it is not in conflict with Participating Entity’s governing law.

14.2 Confidentiality, Non-Disclosure, and Injunctive Relief

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14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

14.2.1.1 Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).

14.2.1.2 Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information.

14.2.1.3 Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

14.2.2.1 Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person.

14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in

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accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information.

14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits, and evidence of the performance of this Master Agreement.

14.2.3 Injunctive Relief. Contractor acknowledges that Contractor’s breach of Section 14.2 would cause irreparable injury to the Purchasing Entity that cannot be adequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor’s obligations under this section will also extend to NASPO ValuePoint’s Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

14.2.6 Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

14.3 Assignment/Subcontracts

14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.

14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor’s key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key personnel, as identified in the Contractor’s proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

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14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order.

14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by either party upon sixty (60) days’ written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days’ written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate.

14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, acts of war which are beyond that party’s reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution. The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent successful performance of the Master Agreement. This clause does not absolve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations.

14.8 Defaults and Remedies

14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement:

14.8.1.1 Nonperformance of contractual requirements;

14.8.1.2 A material breach of any term or condition of this Master Agreement;

14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading;

14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or

14.8.1.5 Any default specified in another section of this Master Agreement.

14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of fifteen (15) business days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public

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crisis. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.

14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

14.8.3.1 Any remedy provided by law;

14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof;

14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement;

14.8.3.4 Suspension of Contractor from being able to respond to future bid solicitations; and

14.8.3.5 Suspension of Contractor’s performance.

14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, Contractor, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, Contractor, or Purchasing Entity must be in writing. Waiver by the Contractor, Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order.

14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

14.11 No Waiver of Sovereign Immunity

14.11.1 In no event will this Master Agreement, any Participating Addendum or any

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contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

14.12 Governing Law and Venue

14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado.

14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court (“USDC”). Pursuant to Fed. R. Div. P. 40, Assignment of Cases for Trial, the USDC shall give priority to actions entitled to priority by a federal statute.

14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order, the terms of this Master Agreement as they apply to the Contractor, Participating Entities, and Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and shall continue to apply to all Participating Addenda and Orders until the expiration thereof.

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SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT

* Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor’s behalf and acknowledge that the Lead State is relying on their representations to that effect.

CONTRACTOR HP Inc.

By: Title: By: _____________________________________________

*Signature

Date: _________________________

STATE OF COLORADO Jared S. Polis, Governor

Department of Personnel & Administration State Purchasing & Contracts Office Tony Gherardini, Executive Director

By: ______________________________________________ John Chapman, State Purchasing Manager

Date: _________________________

ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER

CRS §24-30-202 requires the State Controller to approve all State Contracts. This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If

Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder.

STATE CONTROLLER Robert Jaros, CPA, MBA, JD

By: ___________________________________

Date: _____________________

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Colleen Lively

11/30/2023

Contracts Specialist

12/1/2023

12/4/2023

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EXHIBIT A – STATEMENT OF WORK

I. Product Overview

A. Contractor is authorized to provide Products and Services in the following Groups and Sub-

Groups:

1. Primary Products and Services:

Group Products and Services

A A3 MFD – OEM only

B A4 MFD – OEM and Non-OEM

D Single-function Printers – OEM and Non-OEM

E Large/Wide Format Equipment – OEM and Non-OEM

F Scanners – OEM and Non-OEM

G Software – OEM and Non-OEM

H Supplies (consumable) – OEM and Non-OEM

I Managed Print Services

2. Ancillary Products and Services:

Sub- Group

Products and Services

G1 Software Related Services

D1 Specialty Printers (3D, receipt, barcode label, card, cable) – OEM and Non-OEM

B. Contractor may not provide Products that have not been approved by the Lead State, with the

exception of NSP items, as referenced in section II.B.3.

C. Contractor may only offer Devices that meet the minimum requirements as outlined in section

II.A.

D. Any Products added to the Master Agreement throughout the term of the Contract must be

discounted according to the proposed discount for the appropriate Segment or as specified in

section II.A.4.

E. Contractor may provide MPS under any Group, regardless of whether they have been awarded

that Group. However, MPS may not be provided on any Devices that are being leased or rented

to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement

with the Manufacturer to do so. Further, Contractor is not permitted to provide (e.g. sell or lease)

Devices under any Group they have NOT been awarded.

F. Contractor may add, remove or modify Products and Services on their Price Lists once per

calendar month, beginning in September 2024. Modifications do NOT include price increases.

Refer to section 6.1 of the Master Agreement Terms and Conditions for information

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regarding pricing.

G. Any Device additions must be updated with Buyer’s Lab within ninety (90) days of submission

to the Lead State. Failure to adhere to this requirement will result in the Device(s) being

removed from the Master Agreement Price List(s) until such time they can be verified on Buyer’s

Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer’s Lab

within 90 days of it being added to the Price List, then Contractor shall remove the Device from

the Purchasing Entity location and substitute it with a Device of equal or greater value, at no

charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed

on Buyer’s Lab.

II. Master Agreement Deliverables

A. Primary Product and Service Offerings

1. Group Categories. Segments shall be utilized to distinguish the various speeds of the

Devices within Groups. The speeds are denoted in Page per Minute (PPM). The

Segments for each Group are as follows:

Group A – MFD, A3

Segment PPM

2 20 – 30

3 31 – 40

4 41 – 50

5 51 – 60

6 61 – 70

7 71 – 90

Group B – MFD, A4

Segment PPM

1 Up to 20

2 21 - 30

3 31 - 40

4 41 - 50

5 51 - 60

6 61+

Group D – Single-function Printers

Segment PPM

1 Up to 20

2 21 – 40

3 41 – 60

4 61+

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Group E – Large/Wide Format Equipment

Segment A1 or D Size

PPM* Width – Office

Width - Industry

Low 0 – 3 24” – 44” 46” and higher

Medium Low 4 - 9 24” – 44” 46” and higher

Medium High 10 - 19 24” – 44” 46” and higher

High 20+ 24” – 44” 46” and higher

*Speeds denoted above are based on b&w output

Group F - Scanners

Segment PPM

1 10 – 29

2 30 – 49

3 50 – 69

4 70 – 89

5 90 – 110

6 111 – 130

7 131+

2. Device Configurations. Devices must be equipped, at a minimum, with the following

Accessories/capabilities:

2.1 Group A – MFD, A3

a. New power filter;

b. Duplex for Segment 3 and above;

c. Standard paper drawer(s) equal to or greater than:

i) One (1) paper supply for Segment 2;

ii) Two (2) paper drawers for Segments 3 and 4; and/or

iii) 2,000 sheet paper capacity for Segments 5 and above.

iv) Paper size capacity up to 11” x 17”; and

v) Bypass paper supply, if applicable for Segment.

2.2 Group B – MFD, A4

a. New power filter;

b. Bypass paper supply;

c. Standard paper drawer(s) equal to or greater than:

i) One (1) paper supply for Segments 1 and 2;

ii) Two (2) paper drawers for Segments 3 and 4; and/or

iii) 1,000 sheet capacity for Segments 5 and above.

d. Paper size capacity up to 8 1/2” x 14”; and

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e. Envelope adjustment capability.

2.3 Group D – Single-function Printers

a. Must include an inkjet, light emitting diode (LED), or laser print engine;

b. Standard paper drawer(s);

c. Standard paper capacity; and

d. Network connectivity.

2.4 Group E – Large/Wide Format Equipment

a. Hard-Disk drive;

b. Network connectivity;

c. Touch screen control panel; and

d. Automatic Media Selection – a built-on sensor detects the size of the original

and the proper media size is then selected.

2.5 Group F – Scanners

a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS);

b. Automatic Document Feeder (ADF);

c. Letter or legal paper size capacity;

d. Color depth of at least 24 bytes; and

e. Single pass duplex scan.

3. Device Standards. Devices must meet the following requirements:

3.1 Group A Base Units are OEM only.

3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard

within one (1) year of being added to the Master Agreement Price List.

3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of

Bronze Standard within one (1) year of being added to the Master Agreement Price

List.

3.4 Group E must be Energy Star compliant and registered within one (1) year of being

added to the Master Agreement Price List.

3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star

compliant (applicable to Group D and E Devices only) within one (1) year, then they

will be removed from the Price List. If said Devices have already been placed at a

Purchasing Entity’s location, then Contractor must replace the Devices with a

comparable, qualified model, at no cost to the Purchasing Entity.

3.6 All Devices must be Newly Manufactured, current, Remanufactured, or

Refurbished, except as specified in a Participating Addendum. Discontinued

Devices are not permitted to be offered under the Master Agreement.

3.7 Devices, when installed, and if available, must be set-up to receive automatic

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software updates and patches.

3.8 Device specifications must be published on the Contractor website.

3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price

must not exceed what is published on the Manufacturer’s website.

3.10 Devices must maintain a PPM speed, according to Segment classification.

3.11 Devices must be compatible with using recycled paper, up to and including, 100%

Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled

paper for Device failures, as long as the recycled paper in use meets the standard

paper specifications (e.g., multi-purpose, copy, or laser paper).

4. Device Exceptions

4.1 Group B, Group D, Sub-Group D1, Group E, and Group F will not be restricted to

OEM, and do not have to be Private Labeled.

4.2 Group F is not required to be EPEAT registered or Energy Star compliant.

4.3 Digital Duplicators may be offered by Contractor under Group A, and must be

priced based on the minimum discount offered in the Segment to which they most

closely relate.

4.4 Under Group E, Contractor may offer Large/Wide Format Equipment that

accommodates all paper sizes. Pricing shall be based on the discount offered for

the Segment in which the Device belongs.

5. Accessories

5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that

compliment or enhance the features of the Device.

5.2 Contractor may also maintain a separate price list for Accessories for Base Units

that have been discontinued. The pricing must be based on the same discount

offered, per the ‘Discount from MSRP’ tab, on the applicable Group Price List.

5.3 Purchasing Entities may add Accessories to Devices that have been purchased,

leased or rented under prior NASPO ValuePoint Master Agreements, as well as

via any other means. If the Device is currently being leased or rented, Purchasing

Entity must obtain Contractor approval to add Accessories. Purchasing Entities

shall also be advised that obtaining Accessories from a Third Party and not the

Contractor or their Dealer may void certain warranty or maintenance agreement

provisions.

6. Group G - Software

6.1 May be provided by Contractor to enhance the capabilities of the Devices, or may

be provided as a standalone option on any owned or leased Device.

6.2 Software pricing for unique designs or complex configurations will be quoted on a

case by case basis.

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6.3 Contractor may provide OEM and/or Third Party software.

6.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices

must have universal software drivers.

6.5 Purchasing Entities that acquire software shall be subject to the license

agreements distributed with such software, provided such terms do not contradict

the language in the Master Agreement, and unless otherwise stated in a

Participating Addendum.

6.6 Software Subscriptions

a. Software pricing shall be inclusive of available software patches and any

updates.

b. Purchasing Entities shall have the option to finance software subscriptions by

utilizing the proposed lease rates.

c. Any new releases of software versions (upgrades) shall be chargeable to the

Purchasing Entity; however, Contractor may not charge for the installation of

the software upgrade, unless installation is excessive, and charges are

agreed to by Purchasing Entity.

d. License fees and support fees shall remain firm throughout the term of the

agreement.

e. Software subscriptions shall not be subject to automatic renewals, unless

otherwise agreed to in an Order.

f. Contractor shall be responsible for communicating all updates, patches, and

new releases/versions to Purchasing Entities.

g. Contractor shall provide a web-based or toll-free hotline during Normal

Business Hours for Purchasing Entities to report software problems or answer

software related questions.

7. Group H – Supplies (consumable)

7.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices.

The Ink and/or paper may be purchased as standalone items, and will not be

included as part of a Maintenance Agreement, nor will it be wrapped into the Total

Monthly Payment on a lease agreement.

7.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, D

and F, as well as Sub-Group D1. These Supplies may be purchased as standalone

items or included as part of a Maintenance Agreement. Under no circumstances

may the Supplies, regardless of quantity, be financed, unless they are start-up

Supplies. All compatible Supplies must meet OEM standards for performance and

quality. The Supplies that may be offered are:

a. Toner;

b. Staples;

c. Ink;

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d. Print Cartridges;

e. Imaging Drums;

f. Fuser Kits;

g. Cleaning Kits;

h. Transfer Kits;

i. Waste Toner Bottles;

j. Fuser Oil;

k. Ozone Filters;

l. Ribbon;

m. Developer;

n. Rollers and Pads; and

o. Maintenance Kits.

7.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and

should avoid petroleum inks and inks with high volatile compounds. Toner

cartridges should also be remanufactured, contain recycled content, or be bio-

based.

7.4 Contractor shall provide the Purchasing Entity with a method to return the empty

toner cartridges at no additional charge.

8. Service Offerings

8.1 Group I - Managed Print Services

a. The main components of an MPS engagement are needs assessment,

selective or general replacement of Devices, and the Service, parts and

Supplies needed to operate the new and/or existing Devices, including

existing Third Party Devices as owned by the Purchasing Entity. The

Contractor tracks how the Device fleet is being used, the problems associated

with that use, and customer satisfaction in regards to meeting statement of

work objectives.

b. In addition to the ongoing monitoring and management of a fleet of Devices,

Contractor must also offer project implementation Services, and customer

help-desk support and training.

c. Contractor may also offer hourly Services for consulting purposes, project

management, change management plans, and other staffed Services which

meet customer needs such as to operate copy centers or complete back file

scanning projects.

d. MPS may also include enterprise content management Services and

workflow optimization components, such as scanning and document capture

solutions, developing custom applications for smart MFDs that automate

paper-intensive document workflows and route scanned pages to document

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management systems. It can also be extended to include the restructuring of

document workflows. Some MPS engagements may be designed to improve

document security or to reduce print volumes and power consumption for

environmental reasons.

e. All MPS engagements shall require the Contractor and Purchasing Entity to

complete a detailed statement of work, similar to the format referenced in

Attachment 4, HP MPS Sow Template, and it must be approved by both

parties prior to the initiation of any engagement.

f. Any MPS engagement shall include the following:

i) Free Initial Assessment (includes, but is not limited to: document

workflow; identification of Service, Supplies, and parts; current output;

total cost of ownership; employee to Device ratio; preliminary

estimated cost savings);

ii) Implementation (e.g. plan development; hardware and software

installation and set-up);

iii) Remote Device Monitoring (e.g. job accounting; automated meter

reads; automated toner replenishment);

iv) End-user Support (e.g. training; Help Desk); and

v) Account management (e.g. reporting; invoicing; customer business

reviews).

g. The MPS engagement may include, but is not limited to, the following:

i) Professional Services (e.g. consulting; project management; record

management; network and data security; document workflow

consulting; document scanning; back-file conversion; mail-room

Services);

ii) Cost-based Assessment (e.g. asset mapping; end-user survey;

detailed recommendation; analysis and plan design);

iii) Change Management;

iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on-

site break/fix; parts management; warranty management);

v) Ongoing Fleet Management and Optimization (e.g. consumable

spend; continual assessments; green initiatives; add/move/change

Services; disaster recovery).

vi) Software and Cloud Solutions (e.g. mobile print, pull-print,

enterprise content management; automated workflow; capture and

route; security); and

vii) Cartridge Recycling.

h. The free initial assessment shall not constitute a commitment on behalf of the

Purchasing Entity. Upon request from a Purchasing Entity, Contractor must

provide the assessment with the understanding that the Purchasing Entity is

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under no obligation to enter into an MPS engagement.

i. MPS pricing and billing options shall be flexible and the Purchasing Entity will

drive the complexity of the solution required with a staged approach to

implementation.

8.2 Maintenance Agreements. No Maintenance Agreement shall be subject to

automatic renewals.

a. Pricing

i) Pricing must include a zero base, cost per click rate for b&w and/or

color for Groups A, B, and D.

ii) Pricing for a monthly base charge, a set copy allowance and an

overage rate for b&w and/or color may also be provided.

iii) Pricing for a monthly base charge, a set copy allowance, an overage

rate for b&w and/or color, and Supplies may also be provided.

iv) Flat Rate Fee pricing must be provided that includes all parts, labor,

Preventative Maintenance, and Service Calls for Groups A, B, and D.

Supplies may or may not be included.

v) Pricing for ALL Groups may also be provided that includes all parts,

labor, Preventative Maintenance (if applicable), and Service Calls, but

excludes Supplies.

vi) Paper and ink for Group E Devices shall not be included as part of the

Service and Supply pricing.

vii) Contractor may increase their Service and Supply pricing to include

staples (if applicable to the Device).

viii) Contractor may provide a flat rate fee without staples, and a flat rate

fee with staples. All flat rate fees shall allow for an annual increase of

up to 5%.

ix) Contractor may charge flat rate fees for Services performed on any

Accessories.

x) Service Calls due to misuse, neglect or abuse shall not be covered by

the Maintenance Agreement, and Contractor and Authorized Dealers

may bill the Purchasing Entity at an hourly rate for Services rendered.

xi) 11”x17” impressions may be counted as one (1) click or two (2) clicks

on Group A Devices.

xii) A two-sided document shall be counted as two (2) clicks.

xiii) Contractor must not charge for scans on any MFD.

b. Initial Term

i) Pricing shall remain firm for the initial term of the Maintenance

Agreement (e.g. 24, 36, 48 months etc.). Upon renewal of the

Maintenance Agreement, Contractor may adjust the pricing, as long

as the pricing does not exceed Master Agreement rates.

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ii) For leased Devices, the total Maintenance Agreement term shall be

equal to the term of the lease (e.g. 24, 36, 48 months etc.).

iii) For purchased Devices, the initial term is determined by the

Purchasing Entity, as long as it does not exceed 60 months on Group

A, Group B, Group D, Sub-Group D1, Group E, and Group F Devices.

c. Renewal Term

If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices

that were acquired under prior Master Agreement (RFP-NP-18-001) or

Master Agreement (3091), then section II.A (9.2)(h) shall apply.

d. Blended Rates

i) Contractor must have the ability to blend the Service and Supply costs

over a large Device fleet, and the Blended Rate must cover all units in

the fleet.

ii) The Blended Rate must be divided between b&w and color.

iii) Contractor shall provide the Purchasing Entity with the Blended Rate

calculation prior to Order placement.

iv) Utilizing a Blended Rate shall be at the discretion of the Participating

State or Entity, and/or the Purchasing Entity.

e. Manual Meter Reads

i) Contractor must have an electronic method for collecting meter reads

from a Purchasing Entity.

ii) Meter reads may be submitted via the Contractor’s online portal, or

through email, or facsimile.

iii) A Participating State or Entity may also elect, at their discretion, to

submit meter reads through the Device.

f. Customer Owned Devices

i) Purchasing Entities may elect to enter into a Maintenance Agreement

for Devices they already own, or Devices they acquire through an up-

front purchase.

ii) The Maintenance Agreement may be priced on a flat rate fee, which

shall include parts, labor, Preventative Maintenance (if applicable) and

Service calls. Supplies may or may not be included.

g. Leased Devices

i) Contractor shall be required to provide a Maintenance Agreement on

all Devices that are leased by a Purchasing Entity.

ii) The Maintenance Agreement shall be priced based on a cost per click

rate, or a monthly base charge.

h. Legacy Devices

i) Upon request from the Purchasing Entity, Contractor may provide a

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Maintenance Agreement on any Device that is owned or was leased

or rented through Master Agreement (RFP-NP-18-001), Master

Agreement (3091), or via any other means, providing the following

conditions are met:

1) The Device has not reached the end of its Useful Life;

2) The maximum term of the Maintenance Agreement does not

exceed the Useful Life of the Device, unless otherwise specified

in a Participating Addendum; and

3) The Maintenance Agreement adheres to the same requirements

as outlined in sections II.A (9.2)(f) and II.A (9.2)(g).

ii) Devices that were previously serviced by another Dealer or

Manufacturer must be inspected and repaired, if necessary. Upon

mutual agreement, Contractor may charge Purchasing Entity for any

parts and/or labor required to bring the Device up to acceptable

maintenance levels.

iii) If the Device has been at the Purchasing Entity’s location for less than

five (5) years, then Maintenance Agreement pricing shall not exceed

the new Master Agreement pricing, until the Purchasing Entity reaches

the five (5) year mark. Refer to section II.A (9.2)(h)(iv) below for

additional information.

iv) If the Device has been at the Purchasing Entity’s location for more than

five (5) years, then Maintenance Agreement pricing shall not exceed

120% of the Service and Supply pricing in the new Master Agreement.

B. Ancillary Product and Service Offerings

1. Sub-Group Categories. The following Products and Services are sub-groups of the

Primary Product and Service Offering Groups.

1.1 Sub-Group G1 – Software Related Services. This is a sub-group of Group G –

Software. This sub-group shall include, but not be limited to, the following Services:

a. Cloud-based scanning (software as a service, enterprise content

management); and

b. Industrial Print solutions (back-file conversion, enterprise content

management).

1.2 Sub-Group D1 – Specialty Printers. This is a sub-group of Group D – Single-

Function Printers. Products offered under this sub-group are not restricted to OEM,

and may include, but not be limited to, the following:

a. Barcode labels;

b. High Volume Inkjet;

c. 3D Printers;

d. Receipt printers;

e. Card printers; and

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f. Cable printers.

2. Sub-Group Category Discounts. Products in Sub-Group D1 must be discounted at a

minimum of 5% for OEM and a minimum of 2% for Non-OEM, unless such discounts

would exceed the discount amount offered for OEM and Non-OEM within Group D.

3. Open Market Items

3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or

enhance the Devices and/or Services offered under the Master Agreement. NSP

items will not include:

a. Interactive White boards;

b. Computers, monitors, or other related hardware items;

c. Fax machines;

d. Kiosk machines;

e. Overhead Projectors; and

f. Cameras.

3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer

and must be reported quarterly with all other sales under the Master Agreement.

3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price.

3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the

maximum allowable amount of all NSP items in a single Order shall be determined

by the Participating State or Entity.

3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market

Items in their Participating Addendum.

4. Emerging Technologies

4.1 Upon approval from the Lead State, Contractor may add new, related technology

to the resulting Master Agreement.

4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled.

4.3 Any new technology that a Contractor requests to add to their Price List must

contain a full description of the Product, the MSRP and pricing information, and an

explanation/justification as to how the Product conforms to the requirements of the

RFP and Master Agreement.

4.4 Any new technology must be priced according to the lowest discount offered for

any Product under the Master Agreement. No discount or a 0% discount does not

qualify as a “lowest” discount.

III. Purchase and Lease Programs

A. Acquisition Methods. Contractor may offer the following:

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Financial Vehicle Standard Terms Offered

Purchase N/A

Fair Market Value Lease

24, 36, 48 and 60 months Capital Lease

Straight Lease

1. All Devices on Contractor’s Price List may be purchased or leased, either as a packaged-

deal, or stand-alone item.

B. Device Trade-In

1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based

upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to

do a Device Trade-In, when placing a purchase or lease Order.

2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the

Contractor, and shall not include any disposal or shipping fees.

C. Lease Rates

1. Contractor may elect to include property tax in their lease rates, or they may bill the

Purchasing Entity separately for property tax.

2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed

throughout the Initial Lease Term, regardless of whether the Contractor had increased

their lease rates in the Master Agreement Price Lists. If Contractor has decreased their

lease rates in their Price Lists, then they may extend that lower rate to the Purchasing

Entity.

3. Device Payments for Renewal Terms must never exceed Master Agreement pricing.

4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be

subject to the lease rates listed in the most recent Price Lists posted on the NASPO

ValuePoint website.

5. Contractor may update lease rates on a quarterly basis to allow for changes in the financial

market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or

a comparable index, and must be the rate in effect at the end of each calendar quarter.

6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the

purchase price of the Device may be multiplied by the lease rate to arrive at the resulting

monthly Device Payment. Proposed rates must include the following information:

6.1 The Daily Treasury Yield Curve (or comparable index) Rate;

6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate;

a. The fixed margin for each lease type being proposed, and how that margin is

determined; and

b. The methodology for determining the 48 month base rate if a 4-year rate is

not published.

6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to

add Products to an existing lease agreement. The calculation for the Coterminous

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lease rates must adhere to the following methodology:

For example: A customer enters into a 36 month FMV Lease, and 12 months

into that lease, they decide to add an Accessory to the Base Unit. The Contractor

shall divide the 36 month cumulative Device Payment by 24 months to arrive at

the monthly Coterminous payment for that Accessory. That payment will then be

added to the existing Device Payment. The new Total Monthly Payment must

then be disclosed to the Purchasing Entity.

D. Leasing Overview

1. All lease programs shall remain with the Contractor or Authorized Dealer through an in-

house leasing program, or through the financial branch or subsidiary of Contractor. In

addition, Contractor and their Authorized Dealer may use Third Party leasing companies,

however; all Third Party leasing company documents must be reviewed and approved by

the Lead State and said documents must be incorporated into the Master Agreement

before any Participating State, Participating Entity, or Purchasing Entity can use them. It

will be at the discretion of the Participating State, Participating Entity, or the Purchasing

Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third

Party leasing company. All contractual obligations however, will still be the responsibility

of the Contractor.

2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master

Agreement, and according to the requirements listed in their states’ Participating

Addendum.

3. Lease agreements shall not be subject to automatic renewals. This is non-negotiable in

any Particpating Addendum or Order.

4. A lease agreement issued prior to the termination of the Master Agreement and

Participating Addendum, shall survive the termination of the Master Agreement and the

Participating Addendum, and all terms and conditions of the Master Agreement and

Participating Addendum shall continue to apply.

5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase

option on an FMV Lease, a Purchasing Entity shall return the Device at the end of the

Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick

the Device up, without any further financial obligations to the Purchasing Entity.

6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial

or Renewal Term.

7. Device returns must be performed within thirty (30) calendar days after the Contractor or

Authorized Dealer provides return shipping instructions to the Purchasing Entity.

8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar

days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total

monthly payment amount for such Device, for each month that the Device remains at

Purchasing Entity’s location. Contractor or Authorized Dealer is not permitted to bill the

Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when

Purchasing Entity has made it available.

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9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return

costs.

10. The maximum term on any Initial Lease Term shall be 60 months.

11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity,

but at no time shall the Renewal Term exceed the Useful Life of the Device.

12. All Renewal Terms shall be billed on a monthly basis.

13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may

cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written

notice.

14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term

will automatically terminate at the end of the 12-month period, unless the Purchasing

Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a

Purchasing Entity wants to cancel their 12-month Renewal Term early, then early

termination fees shall apply, and will be equivalent to the remaining stream of equipment

payments only (i.e. less maintenance).

E. Leasing Options

1. FMV Lease

1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24,

36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and

Group F, based upon the Contractor’s available options, and at the discretion of

the Participating State or Entity.

1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of

the following:

a. Exercise their purchase option;

b. Renew the lease on a month to month basis, or a 12 month basis, at the

discretion of the Participating State or Entity; or

c. Return the Device to the Contractor, or have the Contractor pick the Device

up.

2. Capital Lease ($1 Buyout Lease)

2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24,

36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and

Group F, based upon the Contractor’s available options, and at the discretion of

the Participating State or Entity.

2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to

the Device to the Purchasing Entity, or as otherwise determined in a Participating

Addendum or an Order, and the Purchasing Entity shall not be subject to any

additional expense in order to assume possession of the Device.

3. Straight Lease

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3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 24,

36, 48, or 60 months for Group A, Group B, Group D, Sub-Group D1, Group E and

Group F, based upon the Contractor’s available options, and at the discretion of

the Participating State or Entity.

3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of

the following:

a. Renew the lease on a month to month basis, or a 12 month basis, at the

discretion of the Participating State or Entity; or

b. Return the Device to the Contractor, or have the Contractor pick the Device

up.

F. Leasing Terms and Conditions

1. Possession and Return of Leased Devices

1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the

Devices are in Purchasing Entity’s possession. Purchasing Entity shall be relieved

of all risks of loss or damage to the Devices during periods of transportation and

de-installation.

1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their

End of Term (EOT) options at least sixty (60) days prior to the end of any Initial Lease

Term. Such notification may include, but not be limited to, the following:

a. Any acquisition or return options, based on the type of lease agreement;

b. Any renewal options, if applicable; and/or

c. Hard drive removal and surrender cost, if applicable.

1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the

Device, it shall give Contractor at least thirty (30) days written notice prior to the

expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing

Entity fails to notify Contractor of its intent with respect to the exercise of a purchase,

renewal, or return of the Device, the Initial Lease Term shall be terminated on the

date as stated in the Order and removal of the Device will be mutually arranged,

unless otherwise specified in an Order.

1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will

immediately make the Device available to Contractor in as good of condition as

when Purchasing Entity received it, except for ordinary wear and tear.

2. Payment. The first scheduled payment (as specified in the applicable Order), will be due

following the Acceptance of the Device(s), or such later date as Contractor may designate.

The remaining payments will be due on the same day of each subsequent month, unless

otherwise specified in the applicable Order.

3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized

Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout

to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on

a Straight Lease.

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4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized

Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout

to Return option on an FMV or Straight Lease, and return the Device to the Contractor in

good working condition (ordinary wear and tear excepted).

5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or

Downgrade on a lease at anytime throughout the term of the lease agreement. The

Purchasing Entity and the Contractor shall negotiate the price of the Device Upgrade or

Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be

less than the remaining stream of Device Payments.

6. Non-appropriation of Funds. The continuation of any lease agreement will be subject

to, and contingent upon, sufficient funds being made available by the Participating State

Legislature and/or federal sources. The Purchasing Entity may terminate any such lease

agreement, and Contractor waives any and all claim(s) for damages, effective immediately

upon receipt of written notice (or any date specified therein) if for any reason the

Purchasing Entity’s funding sources are not available.

7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign

the Device or any lease agreement without Contractor’s prior written consent (which

consent shall not be unreasonably withheld).

7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of

Contractor’s interests in the Device and/or these Lease Terms or any Order for

leases, without notice to Purchasing Entity even if less than all the payments have

been assigned. In that event, the assignee (the “Assignee”) will have such rights

as Contractor assigns to them, but none of Contractor’s obligations (Contractor will

keep those obligations) and the rights of the Assignee will not be subject to any

claims, defenses or set offs that Purchasing Entity may have against Contractor.

7.2 No assignment to an Assignee will release Contractor from any obligations

Contractor may have to Purchasing Entity.

8. Early Termination Charges

Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Straight Leases

shall be subject to an early termination charge, and shall involve the return of the Device

(in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to

the Contractor. With respect to the Device, the termination charge shall not exceed the

balance of remaining Device 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.

9. Default. Each of the following is a “default” under these lease terms:

9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five

(45) days (or as otherwise agreed to in a Participating Addendum) of its due date;

9.2 Any representation or warranty made by Purchasing Entity in these lease terms is

false or incorrect and Purchasing Entity does not perform any of its obligations

under these lease terms, and this failure continues for forty-five (45) days (or as

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otherwise agreed to in a Participating Addendum) after Contractor has notified

Purchasing Entity;

9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of

creditors;

9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or

substantially all of such guarantor’s assets; or

9.5 Purchasing Entity stops doing business as a going concern or transfers all or

substantially all of Purchasing Entity’s assets.

10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, in

addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating

Addendum, may do one or more of the following, at the discretion of the Participating

State or Entity:

10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that

Contractor has entered into with Purchasing Entity;

10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for

loss of Contractor’s bargain and not as a penalty, a sum equal to:

a. All past due payments and all other amounts payable under the lease

agreement;

b. All unpaid payments for the remainder of the lease term, discounted at a rate

equal to three percent (3%) per year to the date of default; and

c. Require Purchasing Entity to deliver the Device to Contractor per mutual

arrangements.

IV. Contractor Responsibilities and Tasks

A. Service Requirements

1. Technicians. All technicians must be factory trained by the OEM and certified to Service

the Devices.

2. Standard Service Levels. Participating States and/or Entities may negotiate their own

Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum,

adhere to the following requirements:

2.1 End-User Training

a. Purchasing Entity may request an initial one-hour training session for each

Device ordered under the Contract. Contractor shall provide this initial

training, free of charge, via one of the following delivery methods: On-site,

web-based, or on-line. The delivery method selected for each Device will be

at Contractor’s sole discretion. Purchasing Entity should be advised that while

this initial one-hour of free training shall be provided by Contractor at

Purchasing Entity’s request, Contractor will not provide substitutions (e.g. free

supplies, deeper discounts, etc.) in lieu of this training.

b. Purchasing Entity may also request an additional one-hour training session

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for technical support, which shall include network connectivity and print driver

installation. This additional training shall be provided via a delivery method

mutually agreed upon by Contractor and Purchasing Entity, and at a mutually

agreed upon price.

c. If Purchasing Entity elects to exercise the training option, then Contractor

shall provide the training within ten (10) Business Days of Purchasing Entity’s

request.

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

rate fee. Additional charges for travel and per diem, if applicable, must be

disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order

placement.

e. Contractor must provide on-site or off-site operational training to designated

Purchasing Entity personnel, until the personnel are able to operate the

Device independently. Pricing for operational training shall be based on a flat

rate fee. Additional charges for travel and per diem, if applicable, must be

disclosed to the Purchasing Entity, and mutually agree upon, prior to Order

placement.

f. Contractor shall provide Device literature, user-manuals, and access to on-

line resources, if available, at no charge to the Purchasing Entity.

g. For Groups A, B, D, E, and Sub-Group D1, Contractor shall provide a no

charge, toll-free end-user technical support number that Purchasing Entities

can utilize for everyday minor troubleshooting (i.e. this does not include

network connectivity or print driver installation). A Purchasing Entity must be

able to obtain assistance during Normal Business Hours.

h. Contractor shall provide phone/technical support within two (2) hours of

Purchasing Entity’s request for assistance, providing such request, and

subsequent support, falls within normal business hours.

2.2 Preventative Maintenance. Contractor must perform all Preventative

Maintenance Services at the Manufacturer’s suggested intervals, or as specified in

an Order. Preventative Maintenance shall not be a requirement on desktop

Devices.

2.3 Device Performance

a. Device Downtime shall be computed from the time the Contractor is notified

of Device failure until the time in which the Device is fully operational.

b. Device Downtime due to lack of consumable Supplies is not acceptable.

c. Contractor must provide daily communication to the Purchasing Entity

regarding inoperable Devices, including updates regarding resolution

timeframe, and any parts, Accessories, or Devices on back-order.

2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2)

Business Days, due to Device malfunction, as reasonably determined by

Contractor, then Contractor shall provide the Purchasing Entity with:

a. A loaner Device of similar speed and capabilities until such time as the

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inoperable Device is now operable; or

b. At the discretion of the Participating State or Entity, provide the Purchasing

Entity with off-site manned production capabilities, at the sole cost to the

Contractor, to accomplish the work of the Device that is inoperable.

2.5 Repair Parts

a. Contractor shall guarantee the availability of repair parts for a minimum of five

(5) years after the Purchasing Entity’s Acceptance of any Device.

b. All Device components, spare parts, application software, and ancillary

Devices that are supplied under any resulting Master Agreement, must

conform to Manufacturer specifications.

c. Contractor shall be responsible for ensuring that any repair parts are operable

and installed in accordance with Manufacturer specifications.

d. Repair parts may be new, reconditioned, reprocessed or recovered.

2.6 Service Zones

a. Unless otherwise specified in a Participating Addendum, Contractor shall

adhere to the following Service Call Response Times based on the distance

that their Service Base Location is from the Purchasing Entity:

Service Zone

Definition Response Time

Urban Within 60 miles 4 - 6 Hours

Rural 60 – 120 miles 1 - 2 Business Days

Remote 120+ miles, or only accessible by plane or by boat

4 – 5 Business Days

b. Repair or replacement of parts and/or Devices shall occur within four (4)

Business Days of Contractor arriving at Purchasing Entity’s location, with the

following exception:

i) If Contractor is drop-shipping a new Device to replace a defective

Device, then Purchasing Entity must receive the new Device within

three (3) Business Days.

c. Contractor may charge different rates according to each Service Zone.

2.7 Service Logs

a. Contractor shall maintain a Service log which describes the maintenance and

repair Services provided for each Device.

b. A no-cost copy of Service logs/reports must be provided to the Purchasing

Entity or Participating State or Entity, within five (5) Business Days of the

request.

2.8 Device Relocation

a. Device relocation Services include dismantling, packing, transporting, and re-

installing Device.

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b. Contractor may charge for this Service based on the following table:

Service Zone

Distance from current placement of Device

Charge

1 Within the same building No Charge Allowed*

2 Up to 50 miles from building in which Device is currently placed

Flat Rate Fee, plus Per Mile or Hourly Fee

3 More than 50 miles from building in which Device is currently placed

Flat Rate Fee, plus Per Mile or Hourly Fee

*Contractor may charge Purchasing Entities a mutually agreed upon price

for special rigging in the event a Purchasing Entity’s demographics require

such rigging for Zone 1 relocations. The price shall be agreed upon in writing

by Contractor and Purchasing Entity prior to any Device relocation in Zone

1.

c. Contractor may not charge for any fees incurred due to fuel or tolls.

d. Moves must be performed within thirty (30) calendar days of the Purchasing

Entity request. Request may be verbal or written, but Contractor must confirm

the request in writing and provide a date that the move will occur. Written

confirmation must be sent to the Purchasing Entity within three (3) Business

Days of request. In the event that there will be a delay in these Services,

Contractor shall communicate with Purchasing Entity and agree on a mutually

beneficial time-frame.

e. Contractor is required to offer Device relocation services for all leased

equipment.

3. Meter Read Invoicing

3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall

provide meter reads within the Contractor’s requested time-frame.

3.2 Invoices that are generated without receiving the proper meter read information

from the Purchasing Entity will not be considered inaccurate.

3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing

issue and the Contractor will be allowed a thirty (30) day cure period to address

any such issue. During the thirty (30) day cure period, the Purchasing Entity will

not be assessed any late fees for failure to submit payment by the invoice due date.

3.4 Failure on the Contractor’s part to maintain accurate invoicing shall result in a

$25.00 per instance credit on the following month’s invoice.

4. Reporting

4.1 Service Level Calculations

a. At the discretion of the Participating State or Entity, Contractor shall produce

reports that can be measured against the required SLA components.

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b. The Participating State or Entity shall determine how the reports will be

utilized and whether liquidated damages will be assessed for failure to meet

the SLA requirements. Any liquidated damages or penalty structure shall be

defined in the Participating State or Entity’s Participating Addendum.

4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing

Entities upon request. The reports shall be provided on a quarterly basis, or at the

discretion of the Participating State or Entity.

a. The report shall include the following:

i) Number of Service Calls placed;

ii) Response Time per Device;

iii) Dates that Preventative Maintenance was performed, if applicable;

and

iv) Estimated end of Useful Life per Device, based on current usage.

b. The report may include, but not be limited to, the following:

i) Location of Devices;

ii) Click usage per Device; and

iii) EPEAT certification level of each Device.

B. Customer Service

1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to

ensure compliance with the resulting Master Agreement and subsequent Participating

State or Entity requirements and that the individuals occupying the Key Personnel

positions have adequate experience and knowledge with successful implementation and

management of a national cooperative contract. Contractor shall provide a single point of

contact for the following:

1.1 Master Agreement Contract Administrator – shall be the Lead State’s primary

contact in regards to Contract negotiations, amendments, Product and Price List

updates, and any other information or documentation relating to the Master

Agreement;

1.2 NASPO ValuePoint Reporting Contact – shall be responsible for submitting

quarterly reports and the quarterly Administrative Fee to the appropriate personnel;

1.3 Master Agreement Marketing Manager – shall be responsible for marketing the

resulting Master Agreement, as well as creating Participating State websites, and

ensuring that all uploaded data and content is current; and

1.4 National Service Manager – shall be responsible for overseeing the Regional

Service Managers, Field Service Technicians, training, and inside Service

operations. This position will work with the Lead State Contract Administrator to

ensure contractual obligations are met, while providing leadership for the

Contractor’s operations, as well as strategic planning of the Service department.

2. Single Point of Contact. Contractor shall provide a single point of contact for each

Participating State, who will handle any questions regarding the Products provided, as

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well as pricing, delivery, billing, reporting, status of Orders, customer complaints and

escalated issues.

3. Service and Support Hours. Contractor must provide full Service and support for

Products during Normal Business Hours.

4. Customer Service Team. Contractor shall also have a designated customer service team

who shall be available by phone (via local or toll free number), fax, or email during Normal

Business Hours.

5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business

Hours for any Device that needs to be serviced. Such coverage shall be billed to the

Purchasing Entity at an hourly rate.

6. Online Access. Customer service representatives shall have online access to account

information and be able to respond to inquiries concerning the status of Orders (shipped

or pending), delivery, back-orders, pricing, Product availability, Product information, and

account and billing questions.

C. Authorized Dealers

1. Contractor can engage Authorized Dealers to provide Products and/or Services.

2. In the event a Contractor elects to use Authorized Dealers in the performance of the

specifications, the Contractor shall serve as the primary Contractor, and shall be fully

accountable for assuring that their Authorized Dealers comply with the terms and

conditions of the resulting Master Agreement, and any Participating Addendum, and shall

be liable in the event Authorized Dealers fail to comply with such terms and conditions.

3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing,

Master Agreement, and Participating Addendum requirements, and Contractor shall

provide training to all of their Authorized Dealers at least once per calendar year, or as

otherwise determined by the Lead State.

4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and

invoice them directly, unless otherwise stated in a Participating Addendum.

5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer

Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of

engaging or removing a Dealer.

6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will

provide notification to the Contractor with justification as to why the decision was reached.

In addition, it will be at the discretion of each Participating State or Entity as to whether

they will utilize the Authorized Dealers as approved by the Lead State. Under no

circumstances is a Participating State or Entity permitted to use a Dealer that has not

been approved by the Lead State.

7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the

Master Agreement, then it shall be at the discretion of the Lead State, upon

recommendation from the Participating State, to:

7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead

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State or;

7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations

in one state, or multiple states, remove them as a Dealer from the location in which

they are not in compliance.

D. Device Demonstration Requirements

1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group D, Sub-

Group D1, Group E, and Group F.

2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured,

or Refurbished Devices shall be converted to a purchase or lease.

3. At the discretion of the Participating State or Entity, and upon request by a Purchasing

Entity, showroom Devices for Groups A and B may be converted to a purchase or lease,

providing the following conditions are met:

3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies

total (i.e. b&w and color combined);

3.2 The Device must be discounted by at least 5% off of the Master Agreement pricing

for that same Device; and

3.3 The Purchasing Entity and the Contractor indicate on the Order that the Device is

a showroom model.

4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not

exceed thirty (30) calendar days.

5. If Purchasing Entity does not make the demonstration Device available for pickup after

thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device

for each day that it remains at Purchasing Entity’s location. Such rates shall not exceed

current market standards.

E. Device Installation Requirements

1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized

installation and site requirements for the delivery and installation of Device. This

information should include, but is not limited to, the following:

1.1 Air conditioning;

1.2 Electrical;

1.3 Special grounding;

1.4 Cabling;

1.5 Space;

1.6 Humidity and temperature limits; and

1.7 Other considerations critical to the installation.

2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring

or dedicated lines.

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3. Network installation shall include configuration of the Device for the proper network

protocols, and installation of the appropriate print drivers on up to five (5) computers per

Device, or as otherwise specified in a Participating Addendum.

4. If applicable, all Devices must be set-up with Preventative Maintenance notifications

turned on, and with the most environmentally responsible defaults enabled, including

Energy Star saving settings.

5. Contractor may charge for excessive installation requirements, including rigging, access

alterations, and access to non-ground floors via stairs. Any such excessive installation

charges must be quoted to the Purchasing Entity prior to the signature of any Order, and

shall be based on the actual expenditures of Contractor or Authorized Dealer.

6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of

installation which shows the name, address, and telephone number of Contractor or

Authorized Dealer responsible for warranty Service of the Device.

7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as

required by the Purchasing Entity. Upon completion of the work, the premises shall be left

in good repair and in an orderly, neat, clean, and unobstructed condition.

F. Security Requirements

1. Network and Data Security

1.1 Devices may be configured to include a variety of data security features. The set-

up of such features shall be at the discretion of the Purchasing Entity, and all costs

associated with their implementation must be conveyed by Contractor prior to

Order placement.

1.2 Contractor will not be permitted to download, transfer, or access print data stored

on the Device in either hard drive or chip memory. Only system management

accessibility will be allowed.

1.3 Contractor shall ensure that delivery and performance of all Services shall adhere

to the requirements and standards as outlined in each Participating State or Entity’s

Participating Addendum.

2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or

applications shall be encrypted if practical. In addition, sensitive data will be encrypted in

all newly developed applications. Since sensitive information is subjective, it shall be

defined by each Participating State or Entity in their Participating Addendum.

3. Data Breach. Contractor shall have an incident response process that follows National

Institute of Standards and Technology (NIST) standards as referenced in the NIST

Computer Security Incident Handling Guide, which can be downloaded at

https://www.nest.gov/publications/computer-security-incident-handling-guide, and it shall

include, at a minimum, breach detection, breach notification, and breach response.

Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning

of such breach.

4. Authentication and Access

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4.1 Any network connected Device must offer authentication for all features via LDAP

and/or Windows AD, as well as the ability to disable authentication for any or all

features.

4.2 Any network connected Device must have the ability to connect via Dynamic Host

Configuration Protocol (DHCP) or Static IP address.

4.3 The credential information for any remote authentication method may not be

maintained within the Device’s memory.

4.4 Access to the Device’s administrative functions must be password protected per

the Participating State or Entity requirements, and the default settings must be

changed at the time of Device installation.

5. Hard Drive Removal and Surrender

5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable)

from the Device at the end of its Useful Life, or when any hard drive is repossessed

by Contractor; or

5.2 At the Participating State or Entity’s discretion, Contractor shall remove the hard

drive from the applicable Device and provide the Purchasing Entity with custody of

the hard drive before the Device is removed from the Purchasing Entity’s location,

moved to another location, or any other disposition of the Device. The Purchasing

Entity shall then be responsible for securely erasing or destroying the hard drive.

5.3 If Contractor takes possession of any Device at a Purchasing Entity’s location, then

they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.)

and dispose of them in accordance with applicable law, as well as environmental,

and health considerations, or as otherwise specified in a Participating Addendum.

5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however;

Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects

to keep the hard drive in their possession. Contractor must disclose the price for

removal and surrender of the hard drive, prior to Order placement.

5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then

Contractor must convey this to the Purchasing Entity at the time of Order

placement. In the case of a non-removable hard drive, section IV.I (5.1) shall

apply.

5.6 If Contractor is removing another Manufacturer’s Device, they are not permitted to

remove the hard drive. Only the Manufacturer or their Authorized Dealer shall

remove hard drives in their own Devices. Contractor shall work with the

Manufacturer to ensure the requirements pursuant to this section are met.

G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating

Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices,

or any applicable notice regarding the Products being sold. This notice must be received in

writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such

issues.

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EXHIBIT B – SAMPLE D&A CERTIFICATE

NASPO VALUEPOINT MASTER AGREEMENT NO.

AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO.

WITH Insert Name of Contractor

To: Insert Name of Contractor or Authorized Dealer

Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order.

Insert name of Purchasing Entity

By:

Title:

Date:

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EXHIBIT C – AUTHORIZED DEALER FORM

Manufacturer Name: _________________________________ (Check one)

The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement.

The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi-

Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following reason (required):

State(s) Serviced by Dealer:

Dealer Name:

Address:

Phone (include Toll-Free, if available):

Contact Person(s):

Email Address:

FEIN:

Signed: ________________________________________ Date: _____________ (Contractor Representative)

Signed: ________________________________________ Date: _____________ (Authorized Dealer Representative)

________________________________________ (Print First and Last Name of Authorized Dealer Representative)

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EXHIBIT D – AUTHORIZED DEALERS BY STATE

Exhibit D -

Authorized Dealers by State.xlsx

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ATTACHMENT 1 – HPFS MASTER FMV LEASE AGREEMENT

Master Lease Agreement Number ___________________

Lessee’s Organization Number _______________ Lessee’s Tax Identification Number ______________

Lessee’s UCC Section 9-307 Location __________________

STATE AND LOCAL GOVERNMENT MASTER FAIR MARKET VALUE (FMV) LEASE AGREEMENT

This State and Local Government Master FMV Lease Agreement (together with Exhibits A and B attached hereto and hereby made a part hereof, (this “Master Lease Agreement”), dated as of _________, is entered into by and between Hewlett-Packard Financial Services Company1, a Delaware corporation (“Lessor”), and ____________, ____________, an agency, department, institution of higher education, or political subdivision of the State of ____ (“Lessee”). Capitalized terms used in this Master Lease Agreement without definition have the meanings ascribed to them in Section 30. 1. PURPOSE OF MASTER LEASE AGREEMENT. The purpose of this Master Lease Agreement is to set forth the general terms and

conditions upon which Lessor shall lease to Lessee, and Lessee shall lease from Lessor, items of Hardware, Software or both (such Hardware and Software being collectively referred to as “Equipment”). 2. COMMENCEMENT PROCEDURES. Subject to the other terms and conditions contained in this Master Lease Agreement and the

applicable Lease Schedule, Lessee shall enter into individual Leases (hereinafter defined) with Lessor as follows: (a) Execution of Lease Schedule. Lessor and Lessee mutually agree to enter into a Lease by executing a Lease Schedule in the form of Exhibit A with such changes as Lessor and Lessee shall have agreed to as conclusively evidenced by their execution thereof. Each such Lease Schedule shall specifically identify (by serial number or other identifying characteristics) the items of Equipment to be leased under such Lease Schedule (other than items of System Software, which shall be deemed to be items of Software leased under the Lease Schedule pursuant to which the related items of Hardware are leased). Each Lease Schedule, when executed by both Lessee and Lessor, together with this Master Lease Agreement, shall constitute a separate and distinct lease (“Lease”), enforceable according to its terms. (b) Acceptance; Initial Term of Leases. Lessee shall accept the Equipment subject to a Lease in accordance with Section 3. The Initial Term of each Lease shall begin on the Acceptance Date of the Equipment subject to such Lease and shall continue for the period described in the applicable Lease Schedule unless a Non-appropriation shall have occurred. (c) Adjustments to Lease Schedule. Lessee acknowledges that the Total Cost of Equipment and the related Rent payments set forth in any Lease Schedule may be estimates, and if the final invoice from the Seller attached to the related Acceptance Certificate(s) specifies a Total Cost that is less than the estimated Total Cost set forth in the Lease Schedule, Lessee hereby authorizes Lessor to reduce the applicable Total Cost and Rent payment on the Lease Schedule by up to ten percent (10%) to reflect such final invoice amount (the “Final Invoice Amount”). All references in this Master Lease Agreement and any Lease Schedule to Total Cost and Rent shall mean the amounts thereof specified in the applicable Lease , as adjusted pursuant to this paragraph. (d) Payment by Lessor. Within 30 days after Lessee’s delivery to Lessor of a properly completed and executed Acceptance Certificate and all other documentation necessary to establish Lessee’s acceptance of such Equipment under the related Lease and Lessor’s acceptance of such Acceptance Certificate, Lessor shall pay the Contractor for the Equipment. Lessor shall not accept the Acceptance Certificate until it has received from Lessee (1) evidence of insurance with respect to the Equipment in compliance with Section 13 hereof, (2) an opinion of Lessee’s counsel, if required by Lessor, in form and substance reasonably satisfactory to Lessor and (3) any other documents or items reasonably required by Lessor. Notwithstanding the foregoing, Lessor shall not be obligated to pay to the Contractor for the Equipment if a Lessee Default has occurred or an event has occurred and is continuing that with the passage of time or provision of notice would constitute a Lessee Default. 3. ACCEPTANCE OF EQUIPMENT.

(a) Inspection of Equipment. Lessee agrees to inspect all Equipment as soon as reasonably practicable after the delivery thereof to Lessee. (b) Acceptance Certificate. Upon the satisfactory inspection of the Equipment by Lessee, or if acceptance requirements for such Equipment are specified in the applicable Purchase Documents, as soon as such requirements are met, Lessee shall unconditionally and irrevocably accept the Equipment by executing and delivering to Lessor a properly completed Acceptance Certificate in substantially the form of Exhibit B. 4. LESSEE’S END-OF-LEASE-TERM OPTIONS. Lessee shall have the following options in respect of each Lease at the end of each of

the Initial Term, any Renewal Term and any optional extension of the Initial Term or any Renewal Term:

a. Purchase Option. As an accommodation to Lessee, Lessor agrees to provide Lessee with notice ninety (90) days prior to the expiration

of the Initial Term that an End-of-Term Notice from Lessee is due; provided, however, that Lessor’s failure to provide Lessee with said notice shall not be deemed to have relieved Lessee of any of Lessee’s obligations or liabilities under this Lease Schedule or the Master Lease Agreement. Lessee may elect, by delivering to Lessor an End-of-Term Notice at least 30 days prior to the expiration of the Initial Term, any Renewal Term or any optional extension of the Initial Term or any Renewal Term, to purchase any or all Units of Equipment then

1 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

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subject to such Lease (other than items of Software that may not be sold by Lessor under the terms of any applicable License Agreement) for an amount equal to the Fair Market Value of such Units of Equipment as of the end of the Then Applicable Term, provided no Lessee Default shall have occurred and be continuing. In the event of such an election, Lessee shall pay such amount to Lessor, in immediately available funds, on or before the last day of the Then Applicable Term. If Lessee shall have so elected to purchase any of the Units of Equipment, shall have so paid the applicable purchase price and shall have fulfilled the terms and conditions of this Master Lease Agreement, then on the last day of the Then Applicable Term (1) the Lease with respect to such Units of Equipment shall terminate and, except as provided in Section 26, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such Units of Equipment, and (2) Lessor shall transfer all of its interest in such Units of Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event Lessor and Lessee are unable to agree on the Fair Market Value of any Units of Equipment, Lessor shall, at Lessee’s expense, select an independent appraiser to conclusively determine such amount. b. Reserved.

c. Return. Lessee may elect, by delivering to Lessor an End-of-Term Notice at least 30 days prior to the expiration of the Initial Term, any

Renewal Term or any optional extension of the Initial Term or any Renewal Term, to return any or all of the Units of Equipment then subject to such Lease Schedule in accordance with Section 10 of this Master Lease Agreement. IF LESSEE SHALL HAVE DELIVERED TO LESSOR AN END-OF-TERM NOTICE BY THE DATE SET FORTH HEREIN WITH RESPECT TO A LEASE, BUT SHALL HAVE SUBSEQUENTLY FAILED TO COMPLY WITH ITS OBLIGATIONS ARISING FROM ITS ELECTIONS SPECIFIED THEREIN (E.G., LESSEE SHALL HAVE FAILED, ON OR BEFORE THE LAST DAY OF THE THEN APPLICABLE TERM (1) TO PAY LESSOR THE PURCHASE PRICE FOR EQUIPMENT TO BE PURCHASED IN ACCORDANCE WITH SECTION 4(A) ABOVE, OR (2)TO RETURN TO LESSOR EQUIPMENT TO BE RETURNED IN ACCORDANCE WITH SECTION 4(C) ABOVE), THEN LESSEE SHALL CONTINUE TO PAY TO LESSOR RENT IN AN AMOUNT EQUAL TO THE MONTHLY RENT PAYMENT IN EFFECT DURING THE INITIAL TERM (OR THE APPROPRIATE PRO RATA PORTION OF THE RENT PAYMENT THEN IN EFFECT IN THE CASE OF RENT PAYABLE OTHER THAN ON A MONTHLY BASIS), ON A MONTH TO MONTH BASIS WITHOUT ANY ADDITIONAL NOTICE OR DOCUMENTATION UNTIL THE MUTUALLY AGREED UPON RETURN DATE OF THE EQUIPMENT. ALL OTHER PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE LEASE SCHEDULE SHALL CONTINUE TO APPLY. NOTWITHSTANDING ANY OF THE PROVISIONS OF THIS SECTION 4 TO THE CONTRARY, IF ANY LESSEE DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT ANY TIME DURING THE LAST 90 DAYS OF THE THEN APPLICABLE TERM OF ANY LEASE SCHEDULE, LESSOR MAY CANCEL ANY RENEWAL TERM OR OPTIONAL EXTENSION OF THE THEN APPLICABLE TERM IMMEDIATELY UPON WRITTEN NOTICE TO LESSEE. 5. RENT; LATE CHARGES. As lease payments (“Rent”) for the Equipment under any Lease Schedule, Lessee agrees to pay the

amounts specified in the applicable Lease Schedule on the due dates specified in the applicable Lease Schedule. Lessee agrees to pay Lessor interest on any Rent payment or other amount due hereunder that is not paid within 15 days of its due date, at the rate of 1% per month (or such lesser rate as is the maximum rate allowable under applicable law). Lessee will make provision for such payments in budgets submitted to its governing body for the purpose of obtaining funding for the payments. 6. LEASES NON-CANCELABLE; NET LEASES; WAIVER OF DEFENSES TO PAYMENT. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT EACH LEASE HEREUNDER SHALL BE NON-CANCELABLE (EXCEPT AS SET FORTH IN SECTION 7 HEREOF), AND THAT EACH LEASE HEREUNDER IS A NET LEASE (SO THAT AMONG OTHER THINGS LESSEE SHALL PAY IN ADDITION TO THE RENT, TAXES, INSURANCE AND MAINTENANCE CHARGES RELATED TO THE EQUPMENT). LESSEE AGREES THAT IT HAS AN ABSOLUTE AND UNCONDITIONAL OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE. LESSEE HEREBY WAIVES ANY RECOUPMENT, CROSS-CLAIM, COUNTERCLAIM OR ANY OTHER DEFENSE AT LAW OR IN EQUITY TO ANY RENT OR OTHER AMOUNT DUE WITH RESPECT TO ANY LEASE, WHETHER ANY SUCH DEFENSE ARISES OUT OF THIS MASTER LEASE AGREEMENT, ANY LEASE SCHEDULE, ANY CLAIM BY LESSEE AGAINST LESSOR, LESSOR’S ASSIGNEES OR SUPPLIER OR OTHERWISE. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE OR INTEGRATE AS REPRESENTED OR WARRANTED BY SUPPLIER OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, LESSEE WILL MAKE ANY CLAIM ON ACCOUNT OF THOSE ISSUES SOLELY AGAINST SUPPLIER AND WILL NEVERTHELESS PAY ALL SUMS DUE WITH RESPECT TO EACH LEASE. 7. NONAPPROPRIATION. Notwithstanding anything contained in this Master Lease Agreement to the contrary, in the event that sufficient

funds are not appropriated and budgeted by Lessee’s governing body or are not otherwise available from other legally available sources in any fiscal period for the payment of Rent and other amounts due under any Lease, the Lease shall terminate on the last day of the fiscal period for which appropriations were received or other amounts are available to pay amounts due under the Lease without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Rent payments or other amounts herein agreed upon for which funds shall have been appropriated or are otherwise available. Lessee will immediately notify the Lessor or its assignee of such occurrence. In the event of such termination, Lessee shall immediately cease all use of the Equipment, and shall immediately de-install, disassemble, pack, crate, and return the Equipment subject to such Lease to Lessor (all in accordance with Section 10 of this Master Lease Agreement). Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by this Lease, shall be free and clear of any liens (except Lessor’s lien) and shall comply with all applicable laws and regulations. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor or evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee’s interest in such Equipment. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. At Lessor’s request, Lessee shall promptly provide supplemental documentation as to such Non-Appropriation satisfactory to Lessor. Lessee’s exercise of its rights pursuant to this Section 7 shall not affect the survival of any other provisions, including but not

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limited to Section 16, (other than the obligation to lease the Equipment and pay amounts due under the Lease) which survive the termination of the Lease. 8. ASSIGNMENT OF PURCHASE DOCUMENTS. Lessee assigns to Lessor all of Lessee’s right, title and interest in and to (a) the

Equipment described in each Lease Schedule, and (b) the Purchase Documents relating to such Equipment. Such assignment of the Purchase Documents is an assignment of rights only; nothing in this Master Lease Agreement shall be deemed to have relieved Lessee of any obligation or liability under any of the Purchase Documents, except that, as between Lessee and Lessor, Lessor shall pay the Contractor for the Equipment in accordance with Section 2(d) hereof. Lessee represents and warrants that it has reviewed and approved the Purchase Documents. In addition, if Lessor shall so request, Lessee shall deliver to Lessor a document acceptable to Lessor whereby Seller acknowledges and provides any required consent to such assignment. For the avoidance of doubt, Lessee covenants and agrees that it shall at all times during the Total Term of each Lease comply in all respects with the terms of any License Agreement relating to any Equipment leased thereunder. IT IS ALSO SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER SUPPLIER NOR ANY SALESPERSON OF SUPPLIER IS AN AGENT OF LESSOR, NOR ARE THEY AUTHORIZED TO WAIVE OR ALTER ANY TERMS OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE. 9. ASSIGNMENT OF SUPPLIER WARRANTIES. To the extent permitted, Lessor hereby assigns to Lessee, for the Total Term of any

Lease, all Equipment warranties provided by any Supplier in the applicable Purchase Documents. Lessee shall have the right to take any action it deems appropriate to enforce such warranties. In the event Lessee is precluded from enforcing any such warranty in its name, Lessor shall, upon Lessee’s request, take reasonable steps to enforce such warranty. In such circumstances, Lessee shall, promptly upon demand, reimburse Lessor for all expenses incurred by Lessor in enforcing the Supplier warranty. Any recovery resulting from any such enforcement efforts shall be divided between Lessor and Lessee as their interests may appear. 10. EQUIPMENT RETURN REQUIREMENTS. At any time Lessee is required to return Equipment to Lessor under the terms of this Master

Lease Agreement or any Lease Schedule, Lessee shall cause the Contractor to de-install and make the Equipment available for pick-up pursuant to the terms and conditions stated in the applicable Lease Schedule. In the case of any item of Software or License Agreement subject to a Lease Schedule, at the time of the occurrence of a Non-Appropriation or a Lessee Default, Lessee shall also be automatically deemed to have reassigned any License Agreement, and all Software. 11. EQUIPMENT USE, MAINTENANCE, AND ADDITIONS. Lessee is solely responsible for the selection, and operation of the Equipment

and all costs related thereto. Lessee shall at all times operate and maintain the Equipment in good working order, repair, condition and appearance, and in accordance with the manufacturer’s specifications and recommendations. On reasonable prior notice to Lessee, Lessor and Lessor’s agents shall have the right, during Lessee’s normal business hours and subject to Lessee’s reasonable, standard security procedures, to enter the premises where the Equipment is located for the purpose of inspecting the Equipment and observing its use. If Lessor shall have provided to Lessee any tags or identifying labels, Lessor shall affix and maintain in a prominent position on each item of Equipment such tags or labels to indicate Lessor’s ownership of the Equipment. Except in the case of Software, Lessee shall, at its expense, enter into and maintain and enforce at all times during the Total Term of each Lease a maintenance agreement to service and maintain the related Equipment, upon terms, and with a provider reasonably acceptable to Lessor. Lessee shall make no alterations or additions to the Equipment, except those that (a) will not void any warranty made by the Supplier of the Equipment, result in the creation of any security interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment either at the time made or at the end of the Term of the applicable Lease, and are readily removable without damage to the Equipment (“Optional Additions”), or (b) are required by any applicable law, regulation or order. All additions to the Equipment or repairs made to the Equipment, except Optional Additions, become a part of the Equipment and Lessor’s property at the time made; Optional Additions which have not been removed in the event of the return of the Equipment shall become Lessor’s property upon such return. 12. EQUIPMENT OWNERSHIP; LIENS; LOCATION. As between Lessor and Lessee, Lessor is the sole owner of the Equipment and has

sole title thereto, Lessee shall not make any representation to any third party inconsistent with Lessor’s sole ownership of the Equipment. Lessee covenants with respect to each Lease that: (i) it will not pledge or encumber the Equipment or Lessor’s interest in the Equipment in any manner whatsoever nor create or permit to exist any levy, lien or encumbrance thereof or thereon except those created by or through Lessor; (ii) the Equipment shall remain personal property whether or not affixed to realty and shall not become a fixture or be made to become a part of any real property on which it is placed without Lessor’s prior written consent; and (iii) Lessee shall maintain the Equipment so that it does not become essential to and may be removed from any building in which it is placed without any damage to the building or the Equipment. Lessee may permit use of the Equipment by its affiliates or independent contractors at the Equipment Location provided it does not relinquish possession and control of the Equipment. Provided Lessee remains in possession and control of the Equipment, Lessee may relocate any Equipment from the Equipment Location specified in the applicable Lease Schedule to another of its locations within the State of the Equipment Location upon prior written notice to Lessor specifying the new Equipment Location or to another of its locations within the United States after receiving the written consent of Lessor to such relocation. Lessee shall not locate or relocate any Equipment such that any third party comes into possession or control thereof without Lessor’s prior written consent; provided, however, that Lessor shall not unreasonably withhold its consent to the location or relocation of Equipment to a third party co-location or hosting facility if such third party shall have executed and delivered to Lessor a waiver agreement in form and substance acceptable to Lessor pursuant to which, among other things, such third party shall have waived any rights to the Equipment and agreed to surrender the Equipment to Lessor in the event of a Lessee Default under this Master Lease Agreement. Notwithstanding the foregoing, Lessor agrees that equipment usable outside of a fixed office environment, may be relocated on a non-permanent basis from the Equipment Location originally specified in the applicable Lease Schedule without Equipment; (ii) the primary employee remains in possession and control of the Equipment, and (iii) the primary employee’s principal office is the Equipment Location.

13. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment from the time such

Equipment is in Lessee’s possession until such Equipment is returned to and is received by Lessor in accordance with the terms and

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conditions of this Master Lease Agreement. Lessee agrees to keep the Equipment insured at Lessee’s expense against all risks of loss from any cause whatsoever, including without limitation, loss by fire (including extended coverage), theft and damage. Lessee agrees that such insurance shall name Lessor as a loss payee and cover not less than the replacement value of the Equipment. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $2,000,000 total liability per occurrence and cause Lessor and its affiliates and its and their successors and assigns, to be named additional insureds under such insurance. Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written notice to Lessor, and no policy shall contain a deductible in excess of $25,000. Upon Lessor’s prior written consent, in lieu of maintaining insurance obtained by third party insurance carriers, Lessee may self-insure against such risks, provided that Lessor’s interests are protected to the same extent as if the insurance had been obtained by third party insurance carriers and provided further that such self-insurance program is consistent with prudent business practices with respect with such insurance risk. Lessee shall provide to Lessor (a) on or prior to the Acceptance Date for each Lease, and from time to time thereafter, certificates of insurance evidencing such insurance coverage throughout the Total Term of each Lease, and (b) upon Lessor’s request, copies of the insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the right, but not the obligation, to purchase such insurance protecting Lessor at Lessee’s expense. Lessee’s expense shall include the ful l premium paid for such insurance and any customary charges, costs or fees of Lessor. Lessee agrees to pay such amounts in substantial ly equal installments allocated to each Rent payment (plus interest on such amounts at the rate of 1% per month or such lesser rate as is the maximum rate allowable under applicable law). 14. CASUALTY LOSS. Lessee shall notify Lessor of any Casualty Loss or repairable damage to any Equipment as soon as reasonably

practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall (a) at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at Lessor’s option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing (1) subject to Section 7 hereof, pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of Equipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 26, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment (i) the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder, and (ii) Lessee shall deliver to Lessor a bill of sale or other documentation, in either case in form and substance satisfactory to Lessor, in which Lessee shall represent and warrant that it has transferred to Lessor good and marketable title to all Substitute Equipment, free and clear of all liens, encumbrances and claims of others. Upon Lessor’s receipt of such payment of Stipulated Loss Value in full, or such bill of sale or other documentation, as the case may be, Lessor shall transfer to Lessee all of Lessor’s interest in the Equipment suffering the Casualty Loss “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly cause such Equipment to be repaired to the condition it is required to be maintained pursuant to Section 11. 15. TAXES. Lessor shall report and pay all applicable Taxes now or hereafter imposed or assessed by any governmental body, agency

or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder, or otherwise upon or in connection with any Lease, whether assessed on Lessor or Lessee, other than any such Taxes required by law to be reported and paid by Lessee. Lessee shall promptly reimburse Lessor for all such applicable Taxes paid by Lessor, together with any penalties or interest in connection therewith attributable to Lessee’s acts or failure to act, excluding (a) Taxes on or measured by the overall gross or net income or items of tax preference of Lessor, (b) as to any Lease the related Equipment, Taxes attributable to the period after the return of such Equipment to Lessor, and (c) Taxes imposed as a result of a sale or other transfer by Lessor of any portions of its interest in any Lease or in any Equipment except for a sale of other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default. 16. GENERAL LIABILITY. As between Lessor and Lessee, to the extent permitted by law, Lessee shall bear sole liability for any and all

Claims arising directly or indirectly out of or in connection with any matter involving this Master Lease Agreement, the Equipment or any Lease Schedule, including but not limited to the selection, manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, maintenance, use (including any patent, trademark or copyright infringement), condition, return or operation of any Equipment or the enforcement of Lessor’s rights under any Lease. Notwithstanding the foregoing, Lessee shall have no liability for any Claim arising solely as a result of Lessor’s gross negligence or willful misconduct. 17. COVENANT OF QUIET ENJOYMENT. So long as no Lessee Default exists, and no event shall have occurred and be continuing

which, with the giving of notice or the passage of time or both, would constitute a Lessee Default, neither Lessor nor any party acting or claiming through Lessor, by assignment or otherwise, will disturb Lessee’s quiet enjoyment of the Equipment during the Total Term of the related Lease. 18. DISCLAIMERS AND LESSEE WAIVERS. LESSEE LEASES THE EQUIPMENT FROM LESSOR “AS IS, WHERE IS”. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 17, LESSOR MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY, OPERATION, OR CONDITION OF ANY EQUIPMENT (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE LIKE; (B) LESSOR SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE SUPPLIER OF ANY EQUIPMENT (EVEN IF LESSOR IS AFFILIATED WITH SUCH SUPPLIER); (C) LESSOR

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SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN THE DELIVERY OR INSTALLATION THEREOF; (D) LESSEE HAS SELECTED ALL EQUIPMENT WITHOUT LESSOR’S ASSISTANCE; AND (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO LESSEE, LESSEE’S CUSTOMERS, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE OR CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR LESSOR’S NEGLIGENCE; PROVIDED, HOWEVER, THAT NOTHING IN THIS MASTER LEASE AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR. LESSOR AND LESSEE AGREE THAT THE LEASES SHALL BE GOVERNED BY THE EXPRESS PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE FUNDAMENTAL AGREEMENTS AND NOT BY THE CONFLICTING PROVISIONS OF ANY OTHERWISE APPLICABLE LAW. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES ANY RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC (INCLUDING, BUT NOT LIMITED TO, LESSEE’S RIGHTS, CLAIMS AND DEFENSES UNDER UCC SECTIONS 2A-303 AND 2A-508 THROUGH 2A-522) AND THOSE RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE, IN EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LESSOR’S RIGHTS SET FORTH IN THIS MASTER LEASE AGREEMENT.

19. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor with respect to each Lease that: (a) Lessee is an

agency or department of, institution of higher education, or a political subdivision of the state in which it is located; (b) Lessee has the power and authority to enter into each of the Fundamental Agreements; (c) all Fundamental Agreements are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms and do not violate or create a default under any instrument or agreement binding on Lessee; (d) there are no pending or threatened actions or proceedings before any court or administrative agency that could reasonably be expected to have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions have been disclosed to Lessor and consented to in writing by Lessor; (e) Lessee shall comply in all material respects with all laws and regulations the violation of which could have a material adverse effect upon the Equipment or Lessee’s performance of its obligations under any Fundamental Agreement; (f) each Fundamental Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (g) all financial statements, certificates or summaries relating to Lessee’s financial condition, fiscal budget or the assessment and collection of taxes and other related information furnished by Lessee shall be prepared in accordance with generally accepted accounting principles in the United States in effect at that t ime and shall fairly present Lessee’s financial position as of the dates given on such statements; (h) since the date of the most recent annual financial statement, there has been no material adverse change in the financial condition of, or the level of assessment or collection of taxes by, the Lessee; (i) the Equipment, subject to the Lease, is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the Term of the Lease only by Lessee and only to perform such function; (j) Lessee intends to use the Equipment for the entire Term of the Lease and all Equipment will be used for business purposes only and not for personal, family or household purposes; (k) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with the Lease and the acquisition of the Equipment; (l) there has been no material change in the budget for Lessee’s current Fiscal Period since its adoption; (m) Lessee’s obligations to pay Rent and any other amounts due under the Lease constitute a current expense and not a debt of Lessee under applicable state law; (n) no provision of the Lease constitutes a pledge of the tax or general revenues of Lessee; (o) Lessee does not export, re-export, or transfer any Equipment, Software, system software or source code or any direct product thereof to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States government and other applicable governments; (p) Lessee does not use any Equipment, Software or system software or technology, technical data, or technical assistance related thereto or the products thereof in the design, development, or production of nuclear, missile, chemical, or biological weapons or transfer the same to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States and other applicable governments; and (q) Lessee is not an entity designated by the United States government or any other applicable government with which transacting business without the prior consent of such government is prohibited. 20. DEFAULT. Any of the following shall constitute a default by Lessee (a “Lessee Default”) under this Master Lease Agreement and all

Leases: (a) Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Lease Agreement or any Lease Schedule within 45 days after its due date; or (b) Lessee defaults on or breaches any of the other terms and conditions of any Material Agreement, and fails to cure such breach within 45 days after written notice thereof from Lessor; or (c) any representation or warranty made by Lessee in any Material Agreement proves to be incorrect in any material respect when made or reaffirmed; or (d) any change occurs in relation to Lessee’s financial condition that, in Lessor’s opinion, would have a material adverse effect on Lessee’s ability to perform its obligations under this Master Lease Agreement or under any Lease Schedule; or (e) Lessee becomes insolvent or fails generally to pay its debts as they become due; or (f) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receivership law is filed by or against Lessee (and if such proceeding is involuntary, it is not dismissed within 60 days after the filing thereof) or Lessee takes any action to authorize any of the foregoing matters; or (g) any letter of credit or guaranty issued in support of a Lease is revoked, breached, canceled or terminated (unless consented to in advance by Lessor); or (h) any Equipment is levied against, seized or attached.

21. REMEDIES. If a Lessee Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) declare

all amounts due and to become due during Lessee’s current fiscal year to be immediately due and payable; or (b) terminate this Master Lease Agreement; or (c) take possession of, or render unusable, the Equipment without demand or notice and without any court order or other process of law in accordance with Lessee’s reasonable security procedures, and no such action shall constitute a termination of any Lease; or (d) require Lessee to immediately pay to Lessor, as compensation for loss of Lessor’s bargain and not as a penalty, a sum equal to: (1) All past due payments and all other amounts payable under the Lease, and (2) pay all unpaid payments for the remainder of the lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and require Lessee to make the Equipment available to return as specified in Section 10 above or (e) exercise any other right or remedy available to Lessor at law or in equity. Also, Lessee shall pay Lessor (i) all costs and expenses that Lessor may incur to maintain, safeguard or preserve the Equipment, and other

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expenses incurred by Lessor in enforcing any of the terms, conditions or provisions of this Master Lease Agreement (including reasonable legal fees and collection agency costs) and (ii) all costs incurred by Lessor in exercising any of its remedies hereunder (including reasonable legal fees). Upon repossession or surrender of any Equipment, Lessor will lease, sell or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof to the amounts owed to Lessor under this Master Lease Agreement; provided, however, that Lessee will remain liable to Lessor for any deficiency that remains after any sale or lease of such Equipment. Any proceeds of any sale or lease of such Equipment in excess of the amounts owed to Lessor under this Master Lease Agreement will be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, 10 days' notice will constitute reasonable notice. With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment or other Collateral securing Lessee’s obligations under the applicable Lease Schedule, Lessee acknowledges and agrees as follows: (i) Lessee shall cause Contractor to prepare the Equipment or any other Collateral for disposition, (ii) Lessor may comply with any applicable state or federal law requirements in connection with any disposition of the Equipment or other Collateral, and any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition, and (iii) Lessor may convey the Equipment and any other Collateral on an “AS IS, WHERE IS” basis, and without limiting the generality of the foregoing, may specifically exclude or disclaim any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral, and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any such disposition. These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time. 22. PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its obligations hereunder, Lessor may perform any

act or make any payment that Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and Lessor’s interests therein; provided, however, that the performance of any act or payment by Lessor shall not be deemed a waiver of, or release Lessee from, the obligation at issue. All sums so paid by Lessor, together with expenses (including legal fees and costs) incurred by Lessor in connection therewith, and shall be paid to Lessor by Lessee immediately upon demand. 23. TRUE LEASE; SECURITY INTEREST; MAXIMUM RATE. Each Lease is intended to be a “Finance Lease” as defined in Article 2A

of the UCC, and Lessee hereby authorizes Lessor to file a financing statement to give public notice of Lessor’s ownership of the Equipment. The parties’ intent that each Lease be a “Finance Lease” within the meaning of Article 2A and the UCC shall have no effect on the characterization of any Lease for accounting purposes, which characterization shall be made by each party independently on the basis of generally accepted accounting principles in the United States in effect at the time. Lessee, by its execution of each Lease Schedule, acknowledges that Lessor has informed it that (a) the identity of Seller is set forth in the applicable Lease Schedule, (b) Lessee is entitled under Article 2A of the UCC to the promises and warranties, including those of any third party, provided to Lessor in connection with, or as a part of, the applicable Purchase Documents, and (c) Lessee may communicate with Seller and receive an accurate and complete statement of the promises and warranties, including any disclaimers and limitations of them or of remedies. If (1) notwithstanding the express intention of Lessor and Lessee to enter into a true lease, any Lease is ever deemed by a court of competent jurisdiction to be a lease intended for security, or (2) Lessor and Lessee enter into a Lease with the intention that it be treated as a lease intended as security by so providing in the applicable Lease Schedule, then to secure payment and performance of Lessee’s obligations under this Master Lease Agreement and all Lease Schedules, Lessee hereby grants Lessor a purchase money security interest in the related Equipment and in all attachments, accessories, additions, substitutions, products, replacements, rentals and proceeds (including, without limitation, insurance proceeds) thereto as well as a security interest in any other equipment financed pursuant to this Master Lease Agreement or any other agreement between Lessor and Lessee (collectively, the “Collateral”). In any such event, notwithstanding any provisions contained in this Master Lease Agreement or in any Lease Schedule, neither Lessor nor any Assignee shall be entitled to receive, collect or apply as interest any amount in excess of the maximum rate or amount permitted by applicable law. In the event Lessor or any Assignee ever receives, collects or applies as interest any amount in excess of the maximum amount permitted by applicable law, such excess amount shall be applied to the unpaid principal balance and any remaining excess shall be refunded to Lessee. In determining whether the interest paid or payable under any specific contingency exceeds the maximum rate or amount permitted by applicable law, Lessor and Lessee shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as an expense or fee rather than as interest, exclude voluntary prepayments and the effect thereof, and spread the total amount of interest over the entire term of this Master Lease Agreement and all Lease Schedules. 24. ASSIGNMENT. Lessor shall have the unqualified right to sell, assign, grant a security interest in or otherwise convey any part of its

interest in this Master Lease Agreement, any Lease Schedule, or any Equipment, in whole or in part, with prior notice to Lessee. If any Lease is sold, assigned, or otherwise conveyed, Lessee agrees that Lessor’s purchaser, assignee or transferee, as the case may be (“Assignee”) shall (a) have the same rights, powers and privileges that Lessor has under the applicable Lease, (b) have the right to receive from Lessee all amounts due under the applicable Lease; and (c) not be required to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee. Lessee agrees to execute such acknowledgements to such assignment as may be reasonably requested by Lessor or the Assignee. Lessee further agrees that, in any action brought by such Assignee against Lessee to enforce Lessor’s rights hereunder, Lessee will not assert against such Assignee any set-off, defense or counterclaim that Lessee may have against Lessor or any other person. Unless otherwise specified by Lessor and the Assignee, Lessee shall continue to pay all amounts due under the applicable Lease Schedule to Lessor; provided, however, that upon notification from Lessor and the Assignee, Lessee covenants to pay all amounts due under the applicable Lease Schedule to such Assignee when due and as directed in such notice. Lessee further agrees that any Assignee may further sell, assign, grant a security interest in or otherwise convey its rights and interests under the applicable Lease Schedule with the same force and effect as the assignment described herein. Lessee may not assign, transfer, sell, sublease, pledge or otherwise dispose of this Master Lease Agreement, any Lease Schedule, any Equipment or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld so long as any such proposed assignee is of equal or better creditworthiness than Lessee, and appropriate documentation has been signed and provided to Lessor, all as Lessor shall determine. Lessor shall remain liable for all of its obligations under this Master Lease Agreement, or any Lease Schedule not otherwise assigned to Assignee pursuant to this Section 24 unless Lessee otherwise agrees in writing.

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25. FURTHER ASSURANCES. Lessee agrees to promptly execute and deliver to Lessor such further documents and take such further

action as Lessor may require in order to more effectively carry out the intent and purpose of this Master Lease Agreement and any Lease Schedule. Without limiting the generality of the foregoing, Lessee agrees (a) to furnish to Lessor from time to time, its certified financial statements, officer’s certificates and appropriate resolutions, opinions of counsel and such other information and documents as Lessor may reasonably request, and (b) to execute and timely deliver to Lessor such documents that Lessor deems necessary to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. It is also agreed that Lessor or Lessor’s agent may file as a financing statement, any lease document (or copy thereof, where permitted by law) or other financing statement that Lessor deems appropriate to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. Upon demand, Lessee will promptly reimburse Lessor for any filing or recordation fees or expenses (including legal fees and costs) incurred by Lessor in perfecting or protecting its interests in any Collateral. Lessee represents and warrants that Lessee’s name as set forth in the signature block below is Lessee’s full and accurate legal name and that the information set forth on the first page hereof regarding its organization number, tax identification number and location is true and correct as of the date hereof. Lessee further agrees to provide Lessor advance written notice of any change in the foregoing. 26. TERM OF MASTER LEASE AGREEMENT; SURVIVAL. This Master Lease Agreement shall commence and be effective upon the

execution hereof by both parties and shall continue in effect until terminated by either party by 30 days prior written notice to the other, provided that the effective date of the termination is after all obligations of Lessee arising hereunder and pursuant to any Lease Schedule have been fully satisfied. Notwithstanding the foregoing, all representations, warranties and covenants made by Lessee hereunder shall survive the termination of this Master Lease Agreement and shall remain in full force and effect. All of Lessor’s rights and privileges under this Master Lease Agreement or any Lease Schedule, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the expiration or termination of such Lease, shall survive such expiration or termination and be enforceable by Lessor and Lessor’s successors and assigns. 27. WAIVER OF JURY TRIAL. LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY LESSOR OR LESSEE IN CONNECTION WITH THIS MASTER LEASE AGREEMENT OR ANY FUNDAMENTAL AGREEMENT. 28. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Master

Lease Agreement or any related Fundamental Agreement shall be in writing and shall be deemed to have been received upon receipt if delivered personally or by a nationally recognized overnight courier service, or by confirmed facsimile transmission, or 3 days after deposit in the United States mail, certified, postage prepaid with return receipt requested, addressed as follows (or such other address or fax number as either party shall so notify the other):

If to Lessor: Hewlett-Packard Financial Services Company 200 Connell Drive, Suite 5000 Berkeley Heights, NJ 07922 Attn: Director of Operations North America Fax: (908) 898-4109

If to Lessee: __________________________________________ __________________________________________ __________________________________________ Attn: ____________(“Authorized Lessee Representative”) Fax:

29. MISCELLANEOUS (a) Governing Law. THIS MASTER LEASE AGREEMENT AND EACH LEASE SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF EQUIPMENT LOCATION. (b) Credit Review. Lessee consents to a reasonable credit review by Lessor for each Lease. (c) Captions and References. The captions contained in this Master Lease Agreement and any Lease Schedule are for convenience only

and shall not affect the interpretation of this Master Lease Agreement or any Lease Schedule. All references in this Master Lease Agreement to Sections and Exhibits refer to Sections hereof and Exhibits hereto unless otherwise indicated. (d) Entire Agreement; Amendments. This Master Lease Agreement and any related Fundamental Agreements executed by both Lessor

and Lessee supersede all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto. (e) No Waiver. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof, shall

not constitute consent or waiver of any other breach of the same or any other provision hereof. (f) Lessor Affiliates. Lessee understands and agrees that Hewlett-Packard Financial Services Company or any affiliate or subsidiary

thereof may, as lessor, execute Lease Schedules under this Master Lease Agreement, in which event the terms and conditions of the applicable Lease Schedule and this Master Lease Agreement as it relates to the lessor under such Lease shall be binding upon and shall inure to the benefit of such entity executing such Lease as lessor, as well as any successors or assigns of such entity. Lessee agrees that Lessor may disclose any information provided by Lessee to Lessor or created by Lessor in the course of administering the Material Agreements to any parent or affiliate of Lessor. (g) Invalidity. If any provision of this Master Lease Agreement or any Lease Schedule shall be prohibited by or invalid under law, such

provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Master Lease Agreement or such Lease Schedule. (h) Counterparts. This Master Lease Agreement may be executed in counterparts, which collectively shall constitute one document. (i) Lessor Reliance. Lessor may act in reliance upon any instruction, instrument or signature reasonably believed by Lessor in good faith

to be genuine. Lessor may assume that any employee of Lessee who executes any document or gives any written notice, request or instruction has the authority to do so.

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30. DEFINITIONS. All capitalized terms used in this Master Lease Agreement have the meanings set forth below or in the Sections of this

Master Lease Agreement referred to below: “Acceptance Certificate” means an Acceptance Certificate in substantially the form of Exhibit B executed by Lessee and delivered to

Lessor in accordance with Section 3. “Acceptance Date” means, as to any Lease, the date Lessee shall have accepted the Equipment subject to such Lease in accordance

with Section 3. “Authorized Lessee Representative” has the meaning specified in Section 28. “Assignee” means any assignee of all or any portion of Lessor’s interest in this Master Lease Agreement, any Lease Schedule or any

Equipment, whether such assignee received the assignment of such interest from Lessor or a previous assignee of such interest. “Casualty Loss” means, with respect to any Equipment, the condemnation, taking, loss, destruction, theft or damage beyond repair of

such Equipment. “Casualty Value” means, as to any Equipment, an amount determined as of the date of the Casualty Loss or Lessee Default in question

(“Calculation Date”) pursuant to a “Table of Casualty Values” attached to the applicable Lease Schedule or, if no “Table of Casualty Values” is attached to the applicable Lease Schedule, an amount equal to the sum of (a) the present value (as of the Calculation Date and discounted at the Discount Rate compounded monthly) of all Rent payments payable after the Calculation Date through the scheduled date of expiration of the Then Applicable Term, plus (b) an amount determined by multiplying the applicable casualty percentage specified below by the Total Cost of such Equipment. The “Discount Rate” shall mean a rate equal to the 2 year inter-bank swap rate quoted by Bloomberg L.P. (or, where not available, such other 2 year inter-bank swap rate quoted by a commercially available publication reasonably designated by us) at the Acceptance Date of the applicable Lease Schedule. The applicable casualty percentage will be 50% for Equipment having an Initial Term of less than 24 months; 40% for Equipment having an Initial Term of 24 months or greater, but less than 36 months; 30% for Equipment having an Initial Term of 36 months or greater, but less than 48 months; and 25% for Equipment having an Initial Term of 48 months or greater. “Claims” means all claims, actions, suits, proceedings, costs, expenses (including, without limitation, court costs, witness fees and

attorneys’ fees), damages, obligations, judgments, orders, penalties, fines, injuries, liabilities and losses, including, without limitation, actions based on Lessor’s strict liability in tort. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning specified in Section 23. “Daily Rent” means, as to any Lease Schedule, an amount equal to the per diem Rent payable under the applicable Lease Schedule

(calculated on the basis of a 360 day year and 30 day months). “End-of-Term Notice” means, as to any Lease Schedule, a written notice delivered by Lessee to Lessor at least 30 days prior to the end

of the Initial Term, any Renewal Term or any optional extension of the Initial Term or any Renewal Term setting forth Lessee’s elections pursuant to Section 4 with respect to the Equipment subject to such Lease Schedule. Each End-of-Term Notice shall specify on a line item basis and in the same format as the Equipment is described in the applicable Lease Schedule (or if different, in the applicable Acceptance Certificate) the Units of Equipment to be purchased by Lessee (if any), as to which the Lease is to be renewed (if any) and that are to be returned to Lessor (if any). “Equipment” has the meaning specified in Section 1. “Equipment Location” means, as to any Equipment, the address at which such Equipment is located from time to time, as originally

specified in the applicable Lease Schedule and as subsequently specified in a notice delivered to Lessor pursuant to Section 12, if applicable. “Fair Market Value” means the total price that would be paid for any specified Equipment in an arm’s length transaction between an

informed and willing buyer (other than a used equipment dealer) under no compulsion to buy and an informed and willing seller under no compulsion to sell. Such total price shall not be reduced by the costs of removing such Equipment from its current location or moving it to a new location. “Final Invoice Amount” has the meaning set forth in Section 2(c). “First Payment Date” means, as to any Lease Schedule, the date the first Rent payment with respect to the Initial Term of such Lease

Schedule is due, as determined pursuant to the terms of the applicable Lease Schedule. “Fiscal Period” shall mean the fiscal year of Lessee, as it may be more particularly described in a Lease Schedule. “Fundamental Agreements” means, collectively, this Master Lease Agreement, each Lease Schedule and Acceptance Certificate as part

of the Participating Addendum Number _______ to Contract for the NASPO ValuePoint Master Agreement Number _______ with Lessee as the Participating Entity and all Material Agreements. “Hardware” means items of tangible equipment and other property. “Initial Term” means, as to any Lease, the initial term thereof as specified in the related Lease Schedule. “Lease” has the meaning specified in Section 2(a). “Lessee” has the meaning specified in the preamble hereof. “Lessee Default” has the meaning specified in Section 20. “Lessor” has the meaning specified in the preamble hereof. “License Agreement” means any license agreement or other document granting the purchaser the right to use Software or any technical

information, confidential business information or other documentation relating to Hardware or Software, as amended, modified or supplemented by any other agreement between the licensor and Lessor. “Master Lease Agreement” has the meaning specified in the preamble hereof. “Material Agreements” means, collectively, all Fundamental Agreements, all other material agreements by and between Lessor and

Lessee, and any application for credit, financial statement, or financial data required to be provided by Lessee in connection with any Lease. “Non-Appropriation” has the meaning specified in Section 7. “Optional Additions” has the meaning specified in Section 11. “Purchase Documents” means, as to any Equipment, any purchase order, contract, bill of sale, License Agreement, invoice and/or other

documents that Lessee has, at any time, approved, agreed to be bound by or entered into with any Supplier of such Equipment relating to the purchase, ownership, use or warranty of such Equipment.

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“Renewal Agreement” has the meaning specified in Section 4. “Renewal Term” has the meaning specified in Section 4. “Rent” has the meaning specified in Section 5. “Schedule” means, unless the context shall otherwise require, a Schedule executed by Lessor and Lessee pursuant to Section 2(a). “Seller” means, as to any Equipment, the seller of such Equipment as specified in the applicable Schedule. “Software” means copies of computer software programs owned or licensed by Lessor, and any disks, CDs, or other media on which such

programs are stored or written. “State” means any of the states of the United States, its territories and possessions. “Stipulated Loss Value” means, as to any Equipment, an amount equal to the sum of (a) all Rent and other amounts due and owing with

respect to such Equipment as of the date of payment of such amount, plus (b) the Casualty Value of such Equipment. “Substitute Equipment” means, as to any item of Hardware or Software subject to a Lease, a substantially equivalent or better item of

Hardware or Software having equal or greater capabilities and equal or greater Fair Market Value manufactured or licensed by the same manufacturer or licensor as such item of Hardware or Software subject to a Lease. The determination of whether any item of Equipment is substantially equivalent or better than an item of Equipment subject to a Lease shall be based on all relevant facts and circumstances. “Supplier” means as to any Equipment, the Seller and the manufacturer or licensor of such Equipment collectively, or where the context

requires, any of them. “System Software” means an item of Software that is pre-loaded on an item of Hardware purchased by Lessor for lease hereunder for

which the relevant Purchase Documents specify no purchase price separate from the aggregate purchase price specified for such items of Hardware and Software. “Taxes” means all license and registration fees and all taxes (local, state and federal), fees, levies, imposts, duties, assessments, charges

and withholding of any nature whatsoever, however designated (including, without limitation, any value added, transfer, sales, use, gross receipts, business, occupation, excise, personal property, real property, stamp or other taxes) other than taxes measured by Lessor’s income. “Term” means the term thereof as specified in the related Lease Schedule. “Then Applicable Term” means, as to any Lease, the term of the Lease in effect at the time of determination, whether it be the Initial Term,

any Renewal Term or any optional or other automatic extension of the Initial Term or any Renewal Term pursuant to Section 4. “Total Cost” means as to any Lease, the total acquisition cost to Lessor of the Equipment subject to such Lease as set forth in the

applicable Purchase Documents, including related delivery, installation, taxes and other charges which Lessor has agreed to pay and treat as a portion of such acquisition cost, if any. “Total Term” means, as to any Lease, the aggregate term of such Lease, including the Initial Term, any Renewal Term and any optional

extension of the Initial Term or any Renewal Term pursuant to Section 4. “UCC” means the Uniform Commercial Code as enacted and in effect in any applicable jurisdiction. “Unit of Equipment” means, as to the Equipment leased pursuant to any Lease Schedule (a) each individual item Equipment leased

pursuant to such Lease Schedule, and (b) all Equipment taken as a whole leased pursuant to such Lease Schedule.

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Exhibit A to Master Lease Agreement

Master Lease Agreement Number ______________

Lease Schedule Number _______________

COUNTERPART NO. _______ OF _______. TO THE EXTENT THAT THIS LEASE SCHEDULE CONSTITUTES CHATTEL PAPER

(AS DEFINED ON THE UCC), NO SECURITY INTEREST IN THIS LEASE SCHEDULE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

STATE AND LOCAL GOVERNMENT MASTER FMV LEASE AGREEMENT SCHEDULE

Hewlett-Packard Financial Services Company2 (“Lessor”) and _______________, an agency, department, institution of higher education, or political subdivision of the State of ________ (“Lessee”) are parties to the State and Local Government Master FMV Lease Agreement identified by the Master Lease Agreement Number specified above (the “Master Lease Agreement”). This Lease Schedule (which shall be identified by the Lease Schedule Number specified above) and the Master Lease Agreement together comprise a separate Lease between the parties. The terms and conditions of the Master Lease Agreement are hereby incorporated by reference into this Lease Schedule. All capitalized terms used in this Lease Schedule without definition have the meanings ascribed to them in the Master Lease Agreement. 1. LEASE. A. Description of Items of Leased Equipment Total Cost

$

B. Initial Term: _________ Months.

2. RENT: $_______________

RENT is payable: «Frequency» in «Advance_or_Arrears»

If the Rent is due in advance, then the first Rent payment shall be due on the Acceptance Date. If the Rent is due in arrears, then the first Rent payment shall be due at the end of the first payment frequency period as selected above.

3. LATEST COMMENCEMENT DATE: ____________. Lessor’s obligation to purchase and lease the Equipment is subject to the

Acceptance Date being on or before the Latest Commencement Date. 4. EQUIPMENT LOCATION: __________________________________________________________________________________ 5. SELLER: _______________________________________________________________________________________________ 6. APPROPRIATIONS: Monies for all Rent and other payments due under the Lease Schedule for the Fiscal Period ending ___________

are available from Lessee's appropriated funds for such Fiscal Period and that appropriations and/or other funds have been encumbered or designated for the payment of all Rent and other payments that shall become due under the Lease in such Fiscal Period.

ADDITIONAL PROVISIONS: With respect to this Lease Schedule only, Section 10 of this Master Lease Agreement is hereby replaced in its entirety with the following:

“10. EQUIPMENT RETURN REQUIREMENTS. As soon as practical following the last day of the Total Term of any Lease Schedule (and any other time Lessee is required to return Equipment to Lessor), but in no event later than thirty (30) days thereafter, Lessee shall cause the Contractor to (a) remove any Lessee labels, tags or other identifying marks and all hard drives or external drives containing identifying data of Lessee on or attached to the Equipment (b) carefully de-install the Equipment in accordance with the manufacturer's specifications and guidelines, and (c) make all of the Equipment available for Lessor’s pick-up at a loading dock at Lessee’s facilities, which must be accessible to a full size tractor trailer (individually each a "Designated Pick-up Location" and collectively the "Designated Pick-up Locations"). In the case of any item of Software to be returned to Lessor, Lessee shall also deliver to Lessor the original certificate of authenticity issued by the licensor of such Software, if any, the end user license agreement, any CD-ROM, diskettes or other media relating to such Software and any other materials originally delivered to Lessee with such Software. Tender of Equipment for return to Lessor shall be made at a mutually agreeable time during normal business hours and Lessee shall provide Lessor with not less than five (5) business days advance notice for any requested pick up. Lessor

2 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

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shall cause its authorized carrier to pack the Equipment, pick up the Equipment at the applicable Designated Pick-up Location, and to ship the Equipment, insured, to Lessor’s designated return facility. So long as the Designated Pick-up Location is within the State Lessee is located, and Lessee tenders Equipment under the Lease Schedule for pick-up of Equipment at each Designated Pick-up Location (“Minimum Pickup”), all actual charges from the Designated Pick-up Locations to Lessor’s return facility(ies) shall be borne by Lessor; provided, however, that, Lessee shall pay further return charges if any one or more of the foregoing assumptions in this sentence are not applicable as follows: a) in the event Lessee fails to tender the Minimum Pickup, Lessee shall pay a minimum charge of $______ ) which shall be payable by Lessee promptly upon Lessor’s demand therefor after the return of the Equipment into Lessor’s possession. All Equipment shall be returned to Lessor in the same condition and working order as when delivered to Lessee, reasonable wear and tear excepted.

7. FISCAL PERIOD: ___[Annual]_____________________

LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN SECTION 1.A ABOVE. SUCH LEASE WILL BE GOVERNED BY THIS MASTER LEASE AGREEMENT AND THIS LEASE SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. LESSEE HEREBY REPRESENTS AND WARRANTS THAT ON AND AS OF THE DATE HEREOF EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY LESSEE IN THIS MASTER LEASE AGREEMENT ARE TRUE, CORRECT AND COMPLETE.

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Exhibit B to Master Lease Agreement

Master Lease Agreement Number ____________________

Lease Schedule Number _______________

STATE AND LOCAL GOVERNMENT MASTER FAIR MARKET VALUE (FMV) LEASE AGREEMENT ACCEPTANCE CERTIFICATE

Hewlett-Packard Financial Services Company3 (“Lessor”) and ________________, an agency, department, institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master FMV Lease Agreement (the “Master Lease Agreement”) and Lease Schedule under such Master Lease Agreement (the “Lease Schedule”) identified by the Master Lease Agreement Number and Lease Schedule Number, respectively, specified above. The Master Lease Agreement and Lease Schedule together comprise a separate Lease that is being accepted and commenced pursuant to this Acceptance Certificate. All capitalized terms used in this Acceptance Certificate without definition have the meanings ascribed to them in the Master Lease Agreement. 1. LEASE ACCEPTANCE. Lessee hereby acknowledges that the Equipment described in Section 1 of the Lease Schedule, or if different,

the Equipment described in the attached invoice or other attachment hereto, has been delivered to the Equipment Location specified below, inspected by Lessee and found to be in good operating order and condition, and has been unconditionally and irrevocably accepted by Lessee under the Lease evidenced by the Master Lease Agreement and the Lease Schedule as of the Acceptance Date set forth below. Lessee authorizes Lessor to adjust the Rent payments on the Lease Schedule to reflect the Final Invoice Amount set forth on the attached invoice(s) if such amount is lower than the Total Cost on the Lease Schedule. 2. LESSEE ACKNOWLEDGEMENTS. Lessee hereby agrees to faithfully perform all of its obligations under the Master Lease Agreement

and the Lease Schedule and reaffirms, as of the date hereof, its representations and warranties as set forth in the Master Lease Agreement. Lessee hereby acknowledges its agreement to pay Lessor Rent payments, as set forth in the Lease Schedule, plus any applicable taxes, together with all other costs, expenses and charges whatsoever which Lessee is required to pay pursuant to the Master Lease Agreement and the Lease Schedule, in each instance at the times, in the manner and under the terms and conditions set forth in the Master Lease Agreement and the Lease Schedule, respectively. 3. EQUIPMENT LOCATION. The Equipment has been installed and is located at the following Equipment Location:

___________________________________________________________________________________________________________ 4. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants that on and as of the date hereof each of the

representations and warranties made by Lessee in the Master Lease Agreement are true, correct and complete.

3 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

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ATTACHMENT 2 – HPFS MASTER LEASE PURCHASE AGREEMENT

Master Lease Agreement Number ____________________

Lessee’s Organization Number _____________

Lessee’s Tax Identification Number _____________ Lessee’s UCC Section 9-307 Location ____________

STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT

This State and Local Government Master Lease Purchase Agreement (together with Exhibits A and B attached hereto and hereby made a part hereof, (this “Master Agreement”), dated as of ____________, is entered into by and between Hewlett-Packard Financial Services Company,4 a Delaware corporation (“Lessor”), and ____________________, an agency, department, institution of higher education, or political subdivision of the State of _____ (“Lessee”). Capitalized terms used in this Master Lease Agreement without definition have the meanings ascribed to them in Section 32. 1. PURPOSE OF MASTER AGREEMENT. The purpose of this Master Lease Agreement is to set forth the general terms and conditions

upon which Lessor shall lease to Lessee, and Lessee shall lease from Lessor, items of Hardware, Software or both (the “Equipment”). In connection with its execution of this Master Lease Agreement, Lessee shall deliver to Lessor an Officer’s Certificate in form and substance acceptable to Lessor, executed by a duly authorized officer of Lessee and certifying as to, among other things, Lessee’s authority to enter into this Master Lease Agreement, and the authority of Lessee’s officers or representatives specified therein to execute this Master Lease Agreement and an opinion of Lessee’s counsel in form and content satisfactory to Lessor. 2. COMMENCEMENT PROCEDURES. Subject to the other terms and conditions contained in this Master Lease Agreement and the

applicable Lease Schedule, Lessee shall enter into individual Leases (hereinafter defined) with Lessor as follows: (a) Execution of Lease Schedule. Lessor and Lessee mutually agree to enter into a Lease by executing a Lease Schedule in the form

of Exhibit A with such changes as Lessor and Lessee shall have agreed to as conclusively evidenced by their execution thereof. Each such Lease Schedule shall specifically identify (by serial number or other identifying characteristics) the items of Equipment to be leased under such Lease Schedule. Each Lease Schedule, when executed by both Lessee and Lessor, together with this Master Lease Agreement, shall constitute a separate and distinct lease (“Lease”), enforceable according to its terms.

(b) Acceptance; Term of Leases. Lessee shall accept the Equipment subject to a Lease in accordance with Section 3. The Term of each Lease shall begin on the Acceptance Date of the Equipment subject to such Lease and shall continue for the period described in the applicable Lease Schedule unless a Non-appropriation shall have occurred.

(c) Adjustments to Lease Schedule. Lessee acknowledges that the Total Cost of Equipment and the related Rent payments set forth in any Lease Schedule may be estimates, and if the final invoice from the Seller attached to the related Acceptance Certificate(s) specifies a Total Cost that is less than the estimated Total Cost set forth in the Schedule, Lessee hereby authorizes Lessor to reduce the applicable Total Cost and Rent payment on the Lease Schedule by up to ten percent (10%) to reflect such final invoice amount (the “Final Invoice Amount”). All references in this Master Lease Agreement and any Lease Schedule to Total Cost and Rent shall mean the amounts thereof specified in the applicable Lease Schedule, as adjusted pursuant to this paragraph.

(d) Payment by Lessor. Within 30 days after Lessee’s delivery to Lessor of a properly completed and executed Acceptance Certificate and all other documentation necessary to establish Lessee’s acceptance of such Equipment under the related Lease and Lessor’s acceptance of such Acceptance Certificate, Lessor shall pay the Contractor for the Equipment. Lessor shall not accept the Acceptance Certificate until it has received from Lessee (1) evidence of insurance with respect to the Equipment in compliance with Section 14 hereof, (2) a completed and executed original Form 8038-G or 8038-GC, as applicable, or evidence of filing thereof with the Internal Revenue Service in the manner required by Code Section 149(e), (3) an opinion of Lessee’s counsel, if required by Lessor, in form and substance reasonably satisfactory to Lessor and (4) any other documents or items reasonably required by Lessor. Notwithstanding the foregoing, Lessor shall not be obligated to pay for the Equipment if a Lessee Default has occurred or an event has occurred and is continuing that with the passage of time or provision of notice would constitute a Lessee Default. Lessor and Lessee acknowledge that the date the Lessor pays the Contractor for the Equipment shall be the issue date of the obligation for federal income tax purposes in accordance with the Code and no Rent shall accrue prior to such date. 3. ACCEPTANCE OF EQUIPMENT. (a) Inspection of Equipment. Lessee agrees to inspect all Equipment as soon as reasonably

practicable after the delivery thereof to Lessee. (b) Acceptance Certificate. Upon the satisfactory inspection of the Equipment by Lessee, or if acceptance requirements for such

Equipment are specified in the applicable Purchase Documents, as soon as such requirements are met, Lessee shall unconditionally and irrevocably accept the Equipment by executing and delivering to Lessor a properly completed Acceptance Certificate in substantially the form of Exhibit B. 4. RENT; LATE CHARGES. As lease payments (“Rent”) for the Equipment under any Lease Schedule, Lessee agrees to pay the

amounts specified in the applicable Lease Schedule on the due dates specified in the applicable Lease Schedule. Lessee agrees to pay Lessor interest on any Rent payment or other amount due hereunder that is not paid within 15 days of its due date, at the rate of 1% per month (or such lesser rate as is the maximum rate allowable under applicable law). Lessee will make provision for such payments in budgets submitted to its governing body for the purpose of obtaining funding for the payments.

4 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

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5. TRANSFER OF EQUIPMENT ON EXPIRATION OF LEASE TERM. If Lessee has paid all Rent and all other amounts due under the

Lease and has satisfied all other terms and conditions of the Lease, the Lease shall terminate and, except as provided in Section 28, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to the Equipment and Lessor shall transfer all of its interest in such Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any l iens or claims by or through Lessor. 6. LEASES NON-CANCELABLE; NET LEASES; WAIVER OF DEFENSES TO PAYMENT. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT EACH LEASE HEREUNDER SHALL BE NON-CANCELABLE (EXCEPT AS SET FORTH IN SECTION 7 HEREOF), AND THAT EACH LEASE HEREUNDER IS A NET LEASE SO THAT AMONG OTHER THINGS LESSEE SHALL PAY IN ADDITION TO THE RENT, TAXES, INSURANCE AND MAINTENANCE CHARGES RELATED TO THE EQUIPMENT. LESSEE AGREES THAT IT HAS AN ABSOLUTE AND UNCONDITIONAL OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE. LESSEE HEREBY WAIVES ANY RECOUPMENT, CROSS-CLAIM, COUNTERCLAIM OR ANY OTHER DEFENSE AT LAW OR IN EQUITY TO ANY RENT OR OTHER AMOUNT DUE WITH RESPECT TO ANY LEASE, WHETHER ANY SUCH DEFENSE ARISES OUT OF THIS MASTER LEASE AGREEMENT, ANY LEASE SCHEDULE, ANY CLAIM BY LESSEE AGAINST LESSOR, LESSOR’S ASSIGNEES OR SUPPLIER OR OTHERWISE. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE OR INTEGRATE AS REPRESENTED OR WARRANTED BY SUPPLIER OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, LESSEE WILL MAKE ANY CLAIM ON ACCOUNT OF THOSE ISSUES SOLELY AGAINST SUPPLIER AND WILL NEVERTHELESS PAY ALL SUMS DUE WITH RESPECT TO EACH LEASE. 7. NONAPPROPRIATION. Notwithstanding anything contained in this Master Lease Agreement to the contrary, in the event that sufficient

funds are not appropriated and budgeted by Lessee’s governing body or are not otherwise available from other legally available sources in any fiscal period for the payment of Rent and other amounts due under any Lease, the Lease shall terminate on the last day of the fiscal period for which appropriations were received or other amounts are available to pay amounts due under the Lease without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Rent payments or other amounts herein agreed upon for which funds shall have been appropriated or are otherwise available. Lessee will immediately notify the Lessor or its assignee of such occurrence. In the event of such termination, Lessee shall immediately cease all use of the Equipment, and shall immediately de-install, disassemble, pack, crate, and return the Equipment subject to such Lease to Lessor (all in accordance with Section 10 of this Master Lease Agreement). Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by this Lease, shall be free and clear of any liens (except Lessor’s lien) and shall comply with all applicable laws and regulations. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor or evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee’s interest in such Equipment. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. At Lessor’s request, Lessee shall promptly provide supplemental documentation as to such Non-Appropriation satisfactory to Lessor. Lessee’s exercise of its rights pursuant to this Section 7 shall not affect the survival of any other provisions, including but not limited to Section 16, (other than the obligation to lease the Equipment and pay amounts due under the Lease) which survive the termination of the Lease. 8. ASSIGNMENT OF PURCHASE DOCUMENTS. Lessee assigns to Lessor all of Lessee’s right, title and interest in and to (a) the

Equipment described in each Lease Schedule, and (b) the Purchase Documents relating to such Equipment. Such assignment of the Purchase Documents is an assignment of rights only; nothing in this Master Lease Agreement shall be deemed to have relieved Lessee of any obligation or liability under any of the Purchase Documents, except that, as between Lessee and Lessor, Lessor shall pay the Contractor for the Equipment in accordance with Section 2(d) hereof. Lessee represents and warrants that it has reviewed and approved the Purchase Documents. In addition, if Lessor shall so request, Lessee shall deliver to Lessor a document acceptable to Lessor whereby Seller acknowledges and provides any required consent to such assignment. For the avoidance of doubt, Lessee covenants and agrees that it shall at all times during the Term of each Lease comply in all respects with the terms of any License Agreement relating to any Equipment leased thereunder. IT IS ALSO SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER SUPPLIER NOR ANY SALESPERSON OF SUPPLIER IS AN AGENT OF LESSOR, NOR ARE THEY AUTHORIZED TO WAIVE OR ALTER ANY TERMS OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE. 9. ASSIGNMENT OF SUPPLIER WARRANTIES. To the extent permitted, Lessor hereby assigns to Lessee all Equipment warranties

provided by any Supplier in the applicable Purchase Documents. Lessee shall have the right to take any action it deems appropriate to enforce such warranties provided such enforcement is pursued in Lessee’s name and at its expense. In the event Lessee is precluded from enforcing any such warranty in its name and to the extent Lessor retains title to the Equipment, Lessor shall, upon Lessee’s request, take reasonable steps to enforce such warranty. In such circumstances, Lessee shall, promptly upon demand, reimburse Lessor for all expenses incurred by Lessor in enforcing the Supplier warranty. Any recovery resulting from any such enforcement efforts shall be divided between Lessor and Lessee as their interests may appear. 10. RESERVED. 11. EQUIPMENT USE, MAINTENANCE AND ADDITIONS. Lessee is solely responsible for the selection, and operation of the Equipment

and all costs related thereto. Lessee shall at all times operate and maintain the Equipment in good working order, repair, condition and appearance, and in accordance with the manufacturer’s specifications and recommendations. On reasonable prior notice to Lessee, Lessor and Lessor’s agents shall have the right, during Lessee’s normal business hours and subject to Lessee’s reasonable, standard security procedures, to enter the premises where the Equipment is located for the purpose of inspecting the Equipment and observing its use. Except in the case of Software, Lessee shall, at its expense, enter into and maintain and enforce at all times during the Term of each Lease a maintenance agreement to service and maintain the related Equipment, upon terms, and with a provider, reasonably acceptable to Lessor. Lessee shall make no alterations or additions to the Equipment, except those that (a) will not void any warranty made by the Supplier of the Equipment, result in the creation of any security interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment

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either at the time made or at the end of the Term of the applicable Lease, and are readily removable without damage to the Equipment (“Optional Additions”), or (b) are required by any applicable law, regulation or order. All additions to the Equipment or repairs made to the Equipment, except Optional Additions, become a part of the Equipment and Lessor’s property at the time made; Optional Additions which have not been removed in the event of the return of the Equipment shall become Lessor’s property upon such return. 12. EQUIPMENT OWNERSHIP; LIENS; LOCATION. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will

vest in Lessee; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 7 hereof, or (ii) upon the occurrence of a Lessee Default as defined in Section 22 hereof, and as long as such Lessee Default is continuing, title to the Equipment (including Substitute Equipment) will immediately vest in Lessor or its assignee. Lessee covenants with respect to each Lease that: (i) it will not pledge or encumber the Equipment or Lessor’s interest in the Equipment in any manner whatsoever nor create or permit to exist any levy, lien or encumbrance thereof or thereon except those created by or through Lessor; (ii) the Equipment shall remain personal property whether or not affixed to realty and shall not become a fixture or be made to become a part of any real property on which it is placed without Lessor’s prior written consent; and (iii) Lessee shall maintain the Equipment so that it does not become essential to and may be removed from any building in which it is placed without any damage to the building or the Equipment. Provided Lessee remains in possession and control of the Equipment, Lessee may relocate any Equipment from the Equipment Location specified in the applicable Lease Schedule to another of its locations within the State of the Equipment Location upon prior written notice to Lessor specifying the new Equipment Location or to another of its locations within the United States after receiving the written consent of Lessor to such relocation. Lessee shall not locate or relocate any Equipment such that any third party comes into possession or control thereof without Lessor’s prior written consent; provided, however, that Lessor shall not unreasonably withhold its consent to the location or relocation of Equipment to a third party co-location or hosting facility if such third party shall have executed and delivered to Lessor a waiver agreement in form and substance acceptable to Lessor pursuant to which, among other things, such third party shall have waived any rights to the Equipment and agreed to surrender the Equipment to Lessor in the event of a Lessee Default under this Master Lease Agreement. Notwithstanding the foregoing, Lessor agrees that equipment usable outside of a fixed office environment, may be relocated on a non-permanent basis from the Equipment Location originally specified in the applicable Lease Schedule without Lessor’s prior written consent, provided that (i) such relocation is made by Lessee’s primary employee in the custody and control of such Equipment; (ii) the primary employee remains in possession and control of the Equipment, and (iii) the primary employee’s principal office is the Equipment Location. 13. SECURITY INTEREST; MAXIMUM RATE. In order to secure all of its obligations hereunder, Lessee hereby, to the extent permitted

by law and to secure payment and performance of Lessee’s obligations under this Master Lease Agreement and all Lease Schedules, grants Lessor a purchase money security interest in the related Equipment and in all attachments, accessories, additions, substitutions, products, replacements, rentals and proceeds (including, without limitation, insurance proceeds) thereto as well as a security interest in any other Equipment financed pursuant to this Master Lease Agreement. or any other agreement between Lessor and Lessee (collectively, the “Collateral”). In any such event, notwithstanding any provisions contained in this Master Lease Agreement or in any Lease Schedule, neither Lessor nor any Assignee shall be entitled to receive, collect or apply as interest any amount in excess of the maximum rate or amount permitted by applicable law. In the event Lessor or any Assignee ever receives, collects or applies as interest any amount in excess of the maximum amount permitted by applicable law, such excess amount shall be applied to the unpaid principal balance and any remaining excess shall be refunded to Lessee. In determining whether the interest paid or payable under any specific contingency exceeds the maximum rate or amount permitted by applicable law, Lessor and Lessee shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as an expense or fee rather than as interest, exclude voluntary prepayments and the effect thereof, and spread the total amount of interest over the entire term of this Master Lease Agreement and all Lease Schedules. Lessee agrees that Lessor may file this Lease as a financing statement evidencing such security interest or any other financing statement deemed necessary by Lessor and agrees to execute and deliver all certificates of title and other instruments necessary or appropriate to evidence such security interest. 14. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment from the time such

Equipment is in Lessee’s possession until such Equipment is returned to and is received by Lessor in accordance with the terms and conditions of this Master Lease Agreement. Lessee agrees to keep the Equipment insured at Lessee’s expense against all risks of loss from any cause whatsoever, including without limitation, loss by fire (including extended coverage), theft and damage. Lessee agrees that such insurance shall name Lessor as a loss payee and cover not less than the replacement value of the Equipment. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $2,000,000 total liability per occurrence and cause Lessor and its affiliates and its and their successors and assigns, to be named additional insureds under such insurance. Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written notice to Lessor, and no policy shall contain a deductible in excess of $25,000. Upon Lessor’s prior written consent, in lieu of maintaining insurance obtained by third party insurance carriers, Lessee may self-insure against such risks, provided that Lessor’s interests are protected to the same extent as if the insurance had been obtained by third party insurance carriers and provided further that such self-insurance program is consistent with prudent business practices with respect with such insurance risk. Lessee shall provide to Lessor (a) on or prior to the Acceptance Date for each Lease, and from time to time thereafter, certificates of insurance evidencing such insurance coverage throughout the Term of each Lease, and (b) upon Lessor’s request, copies of the insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the right, but not the obligation, to purchase such insurance protecting Lessor at Lessee’s expense. Lessee’s expense shall include the full premium paid for such insurance and any customary charges, costs or fees of Lessor. Lessee agrees to pay such amounts in substantially equal installments allocated to each Rent payment (plus interest on such amounts at the rate of 1% per month or such lesser rate as is the maximum rate allowable under applicable law). 15. CASUALTY LOSS. Lessee shall notify Lessor of any Casualty Loss or repairable damage to any Equipment as soon as reasonably

practicable after the date of any such occurrence but in no event later than 30 days after such occurrence. In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall (a) at Lessee’s option provided no Lessee Default has occurred nor an event that with the passage of time or provision of notice would constitute a Lessee Default has occurred and is continuing or (b) at Lessor’s option if a Lessee Default has occurred or an event that with the passage of time or provision of notice would constitute a Lessee Default has

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occurred and is continuing, (1) subject to Section 7 hereof, pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss, or (2) substitute and replace each item of Equipment suffering the Casualty Loss with an item of Substitute Equipment. If Lessee shall pay the Stipulated Loss Value of the Equipment suffering a Casualty Loss, upon Lessor’s receipt in full of such payment the applicable Lease shall terminate as it relates to such Equipment and, except as provided in Section 28, Lessee shall be relieved of all obligations under the applicable Lease as it relates to such Equipment. If Lessee shall replace Equipment suffering a Casualty Loss with items of Substitute Equipment the applicable Lease shall continue in full force and effect without any abatement of Rent with such Substitute Equipment thereafter being deemed to be Equipment leased thereunder. Upon Lessor’s receipt of such payment of Stipulated Loss Value in full or replacement of the Equipment suffering the Casualty Loss with Substitute Equipment, Lessor shall transfer to Lessee all of Lessor’s interest in the Equipment suffering the Casualty Loss “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. In the event of any repairable damage to any Equipment, the Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall, at its expense, from insurance proceeds or other funds legally available, promptly cause such Equipment to be repaired to the condition it is required to be maintained pursuant to Section 11. 16. TAXES. Lessor shall report and pay all applicable Taxes now or hereafter imposed or assessed by any governmental body, agency

or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder, or otherwise upon or in connection with any Lease, whether assessed on Lessor or Lessee, other than any such Taxes required by law to be reported and paid by Lessee. Lessee shall promptly reimburse Lessor for all such applicable Taxes paid by Lessor, together with any penalties or interest in connection therewith attributable to Lessee’s acts or failure to act, excluding (a) Taxes on or measured by the overall gross or net income or items of tax preference of Lessor, (b) as to any Lease the related Equipment, Taxes attributable to the period after the return of such Equipment to Lessor, and (c) Taxes imposed as a result of a sale or other transfer by Lessor of any portions of its interest in any Lease or in any Equipment except for a sale of other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default. 17. GENERAL LIABILITY. As between Lessor and Lessee, to the extent permitted by law, Lessee shall bear sole liability for any and all

Claims arising directly or indirectly out of or in connection with any matter involving this Master Lease Agreement, the Equipment or any Lease Schedule, including but not limited to the selection, manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, maintenance, use (including any patent, trademark or copyright infringement), condition, return or operation of any Equipment or the enforcement of Lessor’s rights under any Lease. Notwithstanding the foregoing, Lessee shall have no liability for any Claim arising solely as a result of Lessor’s gross negligence or willful misconduct. 18. TAX REPRESENTATIONS AND COVENANTS AND TAX PAYMENTS. (a) Lessee represents, covenants and warrants that: (i)

Lessee is a political subdivision, institution of higher education, or agency or department of the State in which it is located; (ii) a portion of the Rent is interest based on the total Equipment cost as shown on a Lease Schedule and such interest portion of the Rent shall be excluded from Lessor’s gross income pursuant to Section 103 of the Code; (iii) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (iv) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (v) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Rent payments to be or become includable in gross income for federal income taxation purposes under the Code; (vii) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term; (viii) Lessee has never failed to appropriate funds for payment of any amount due pursuant to a lease purchase agreement, a conditional sales agreement or any similar type of obligation; and (ix) Lessee is not and has never been in default under any bond, note, lease purchase agreement or other type of financial obligation to which it has been a party. (b) This Master Lease Agreement has been entered into on the basis that Lessor or any Assignee of Lessor shall claim that the interest paid hereunder is exempt from federal income tax under Section 103(a) of the Code. Upon a breach by Lessee of any of its representations, warranties and covenants in Section 18(a) above and as a result thereof, the United States Government disallows, eliminates, reduces, recaptures, or disqualifies, in whole or in part, any benefits of such exemption, Lessee shall then pay to Lessor, at Lessor's election, either: (i) supplemental payment(s) to Lessor during the remaining period of the Term(s) in an amount necessary to permit Lessor to receive (on an after tax basis over the full term of the Master Lease Agreement) the same rate of return that Lessor would have realized had there not been a loss or disallowance of such benefits, together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance; or (ii) a lump sum payable upon demand to Lessor which shall be equal to the amount necessary to permit Lessor to receive (on an after tax basis over the full term of the Master Lease Agreement) the same rate of return that Lessor would have realized had there not been a loss or disallowance of such benefits together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance. 19. COVENANT OF QUIET ENJOYMENT. So long as no Lessee Default exists, and no event shall have occurred and be continuing

which, with the giving of notice or the passage of time or both, would constitute a Lessee Default, neither Lessor nor any party acting or claiming through Lessor, by assignment or otherwise, will disturb Lessee’s quiet enjoyment of the Equipment during the Term of the related Lease. 20. DISCLAIMERS AND LESSEE WAIVERS. LESSEE LEASES THE EQUIPMENT FROM LESSOR “AS IS, WHERE IS.” IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 19, LESSOR MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY, OPERATION, OR CONDITION OF ANY EQUIPMENT (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE LIKE; (B) LESSOR SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE SUPPLIER OF ANY EQUIPMENT (EVEN IF LESSOR IS AFFILIATED WITH SUCH SUPPLIER); (C)

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LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN THE DELIVERY OR INSTALLATION THEREOF; (D) LESSEE HAS SELECTED ALL EQUIPMENT WITHOUT LESSOR’S ASSISTANCE; AND (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO LESSEE, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS MASTER LEASE AGREEMENT OR ANY LEASE SCHEDULE OR CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR LESSOR’S NEGLIGENCE; PROVIDED, HOWEVER, THAT NOTHING IN THIS MASTER LEASE AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR. LESSOR AND LESSEE AGREE THAT THE LEASES SHALL BE GOVERNED BY THE EXPRESS PROVISIONS OF THIS MASTER LEASE AGREEMENT AND THE APPLICABLE FUNDAMENTAL AGREEMENTS AND NOT BY THE CONFLICTING PROVISIONS OF ANY OTHERWISE APPLICABLE LAW. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES ANY RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY STATUTE OR OTHERWISE, IN EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LESSOR’S RIGHTS SET FORTH IN THIS MASTER LEASE AGREEMENT. 21. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor with respect to each Lease that: (a) Lessee has the

power and authority to enter into each of the Fundamental Agreements; (b) all Fundamental Agreements are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms and do not violate or create a default under any instrument or agreement binding on Lessee; (c) there are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions have been disclosed to Lessor and consented to in writing by Lessor; (d) Lessee shall comply in all material respects with all laws and regulations the violation of which could have a material adverse effect upon the Equipment or Lessee’s performance of its obligations under any Fundamental Agreement; (e) each Fundamental Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (f) all financial statements, certificates or summaries relating to Lessee’s financial condition, fiscal budget or the assessment and collection of taxes and other related information furnished by Lessee shall be prepared in accordance with generally accepted accounting principles in the United States in effect at that time and shall fairly present Lessee’s financial position as of the dates given on such statements; (g) since the date of the most recent annual financial statement, there has been no material adverse change in the financial condition of, or the level of assessment or collection of taxes by, the Lessee; (h) the Equipment, subject to any Lease, is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the Term of such Lease only by Lessee and only to perform such function; (i) Lessee intends to use the Equipment for the entire Term of such Lease and all Equipment will be used for business purposes only and not for personal, family or household purposes; (j) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with this Lease and the acquisition of the Equipment; (k) there has been no material change in the budget for Lessee’s current Fiscal Period since its adoption; (l) Lessee’s obligations to pay Rent and any other amounts due under this Lease constitute a current expense and not a debt of Lessee under applicable state law; (m) no provision of this Lease constitutes a pledge of the tax or general revenues of Lessee; (n) Lessee does not export, re-export, or transfer any Equipment, Software, system software or source code or any direct product thereof to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States government and other applicable governments; (o) Lessee does not use any Equipment, Software or system software or technology, technical data, or technical assistance related thereto or the products thereof in the design, development, or production of nuclear, missile, chemical, or biological weapons or transfer the same to a prohibited destination, or to nationals of proscribed countries wherever located, without prior authorization from the United States and other applicable governments; and (p) Lessee is not an entity designated by the United States government or any other applicable government with which transacting business without the prior consent of such government is prohibited. 22. DEFAULT. Any of the following shall constitute a default by Lessee (a “Lessee Default”) under this Master Lease Agreement and all

Leases: (a) Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Lease Agreement or any Lease Schedule within 45 days after its due date; or (b) Lessee defaults on or breaches any of the other terms and conditions of any Material Agreement, and fails to cure such breach within 45 days after written notice thereof from Lessor; or (c) any representation or warranty made by Lessee in any Material Agreement proves to be incorrect in any material respect when made or reaffirmed; or (d) any change occurs in relation to Lessee’s financial condition that, in Lessor’s opinion, would have a material adverse effect on Lessee’s ability to perform its obligations under this Master Lease Agreement or under any Lease Schedule or (e) Lessee becomes insolvent or fails generally to pay its debts as they become due; or (f) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receivership law is filed by or against Lessee (and, if such is proceeding is involuntary, it is not dismissed within 60 days after the thereof) or Lessee takes any action to authorize any of the foregoing matters; (g) any Equipment is levied against, seized or attached; or (h) any letter of credit or guaranty issued in support of a Lease is revoked, breached, canceled or terminated (unless consented to in advance by Lessor). 24. REMEDIES. If a Lessee Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) declare

all amounts due and to become due during Lessee’s current fiscal year to be immediately due and payable; or (b) terminate this Master Lease Agreement; or (c) take possession of, or render unusable, the Equipment without demand or notice and without any court order or other process of law in accordance with Lessee’s reasonable security procedures, and no such action shall constitute a termination of any Lease; or (d) require Lessee to deliver the Equipment to a location specified by Lessor; or (e) require Lessee to immediately pay to Lessor, as compensation for loss of Lessor’s bargain and not as a penalty, a sum equal to: (1) All past due payments and all other amounts payable under the Lease, and (2) pay all unpaid payments for the remainder of the Lease term, discounted at a rate equal to three percent (3%) per year to the date of default; and require Lessee to promptly return the Equipment, or (f) exercise any other right or remedy available to Lessor at law or in equity. Also, Lessee shall pay Lessor (i) all costs and expenses that Lessor may incur to maintain, safeguard or preserve the Equipment, and other expenses incurred by Lessor in enforcing any of the terms, conditions or provisions of this Master Lease Agreement (including reasonable legal fees and collection agency costs) and (ii) all costs incurred by Lessor in exercising any of its remedies hereunder (including reasonable legal fees). Upon repossession or surrender of any Equipment, Lessor will lease, sell or otherwise dispose

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of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof to the amounts owed to Lessor under this Master Lease Agreement; provided, however, that Lessee will remain liable to Lessor for any deficiency that remains after any sale or lease of such Equipment. Any proceeds of any sale or lease of such Equipment in excess of the amounts owed to Lessor under this Master Lease Agreement will be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, 10 days' notice will constitute reasonable notice. With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment or other Collateral securing Lessee’s obligations under the applicable Lease Schedule, Lessee acknowledges and agrees as follows: (i) Lessor shall cause Contractor to clean-up or otherwise prepare the Equipment or any other Collateral for disposition, (ii) Lessor may comply with any applicable state or federal law requirements in connection with any disposition of the Equipment or other Collateral, and any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition, and (iii) Lessor may convey the Equipment and any other Collateral on an “AS IS, WHERE IS” basis, and without limiting the generality of the foregoing, may specifically exclude or disclaim any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral, and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any such disposition. These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time. 24. PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its obligations hereunder, Lessor may perform any

act or make any payment that Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and Lessor’s interests therein; provided, however, that the performance of any act or payment by Lessor shall not be deemed a waiver of, or release Lessee from, the obligation at issue. All sums so paid by Lessor, together with expenses (including legal fees and costs) incurred by Lessor in connection therewith, shall be paid to Lessor by Lessee immediately upon demand. 25. PURCHASE OPTIONS. Lessee may elect, by delivering to Lessor at least 30 days' prior written notice, to purchase on any Rent

payment date not less than all Units of Equipment then subject to the Lease (other than items of Software that may not be sold by Lessor under the terms of any applicable License Agreement) for an amount equal to the sum of the Rent then due, all other amounts due under the Lease and the Concluding Payment for such Equipment as of the designated Rent payment date; provided no Lessee Default shall have occurred and be continuing or no event has occurred which with notice or lapse of time could constitute a Lessee Default. In the event of such an election, Lessee shall pay such amount to Lessor, in immediately available funds, on or before the designated Rent payment date. If Lessee shall have elected to purchase the Equipment, shall have so paid the purchase price and shall have fulfilled the terms and conditions of this Master Lease Agreement and the related Lease Schedule, then (1) the Lease with respect to such Equipment shall terminate on the designated Rent payment date and, except as provided in Section 28, Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such Equipment, and (2) Lessor shall transfer all of its interest in such Equipment to Lessee “AS IS, WHERE IS,” without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. 26. ASSIGNMENT. Lessor shall have the unqualified right to sell, assign, grant a security interest in or otherwise convey any part of its

interest in this Master Lease Agreement, any Lease Schedule or any Equipment, in whole or in part, with prior notice to Lessee. If any Lease is sold, assigned, or otherwise conveyed, Lessee agrees that Lessor’s purchaser, assignee or transferee, as the case may be (“Assignee”) shall (a) have the same rights, powers and privileges that Lessor has under the applicable Lease Schedule, (b) have the right to receive from Lessee all amounts due under the applicable Lease Schedule; and (c) not be required to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee. Lessee agrees to execute such acknowledgements to such assignment as may be reasonably requested by Lessor or the Assignee. Lessee further agrees that, in any action brought by such Assignee against Lessee to enforce Lessor’s rights hereunder, Lessee will not assert against such Assignee any set-off, defense or counterclaim that Lessee may have against Lessor or any other person. Unless otherwise specified by Lessor and the Assignee, Lessee shall continue to pay all amounts due under the applicable Lease Schedule to Lessor; provided, however, that upon notification from Lessor and the Assignee, Lessee covenants to pay all amounts due under the applicable Lease Schedule to such Assignee when due and as directed in such notice. Lessee further agrees that any Assignee may further sell, assign, grant a security interest in or otherwise convey its rights and interests under the applicable Lease Schedule with the same force and effect as the assignment described herein. Lessee may not assign, transfer, sell, sublease, pledge or otherwise dispose of this Master Lease Agreement, any Lease Schedule, any Equipment or any interest therein. Lessee shall acknowledge each such assignment in writing if so requested and keep a complete and accurate record of all such assignments in a manner that complies with Section 149 of the Code, and regulations promulgated thereunder without the prior written consent of Lessor, which consent shall not be unreasonably withheld so long as any such proposed assignee is of equal or better creditworthiness than Lessee, and appropriate documentation has been signed and provided to Lessor, all as Lessor shall determine. Lessor shall remain liable for all of its obligations under this Master Lease Agreement, or any Lease Schedule not otherwise assigned to Assignee pursuant to this Section 26 unless Lessee otherwise agrees in writing. 27. FURTHER ASSURANCES. Lessee agrees to promptly execute and deliver to Lessor such further documents and take such

further action as Lessor may require in order to more effectively carry out the intent and purpose of this Master Lease Agreement and any Lease Schedule. Without limiting the generality of the foregoing, Lessee agrees (a) to furnish to Lessor from time to time, its certified financial statements, officer’s certificates and appropriate resolutions, opinions of counsel and such other information and documents as Lessor may reasonably request, and (b) to execute and timely deliver to Lessor such documents that Lessor deems necessary to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. It is also agreed that Lessor or Lessor’s agent may file as a financing statement, any lease document (or copy thereof, where permitted by law) or other financing statement that Lessor deems appropriate to perfect or protect Lessor’s security interest in the Collateral or to evidence Lessor’s interest in the Equipment. Upon demand, Lessee will promptly reimburse Lessor for any filing or recordation fees or expenses (including legal fees and costs) incurred by Lessor in perfecting or protecting its interests in any Collateral. Lessee represents and warrants that Lessee’s name as set forth in the signature block below is Lessee’s full and accurate legal name and that the information set forth on the first page hereof regarding its organization number, tax identification number and location is true and correct as of the date hereof. Lessee further agrees to provide Lessor advance written notice of any change in the foregoing.

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TERM OF MASTER LEASE AGREEMENT; SURVIVAL. This Master Lease Agreement shall commence and be effective upon the

execution hereof by both parties and shall continue in effect until terminated by either party by 30 days’ prior written notice to the other, provided that the effective date of the termination is after all obligations of Lessee arising hereunder and pursuant to any Lease Schedule have been fully satisfied. Notwithstanding the foregoing, all representations, warranties and covenants made by Lessee hereunder shall survive the termination of this Master Lease Agreement and shall remain in full force and effect. All of Lessor’s rights, privileges and indemnities under this Master Lease Agreement or any Lease Schedule, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the expiration or termination of such Lease, shall survive such expiration or termination and be enforceable by Lessor and Lessor’s successors and assigns. 29. WAIVER OF JURY TRIAL. LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY LESSOR OR LESSEE IN CONNECTION WITH THIS MASTER LEASE AGREEMENT OR ANY FUNDAMENTAL AGREEMENT.

30. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Master

Lease Agreement or any related Fundamental Agreement shall be in writing and shall be deemed to have been received upon receipt if delivered personally or by a nationally recognized overnight courier service, or by confirmed facsimile transmission, or 3 days after deposit in the United States mail, certified, postage prepaid with return receipt requested, addressed as follows (or such other address or fax number as either party shall so notify the other):

31. MISCELLANEOUS

(a) Governing Law. THIS MASTER LEASE AGREEMENT AND EACH LEASE SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF EQUIPMENT LOCATION.

(b) Credit Review. Lessee consents to a reasonable credit review by Lessor for each Lease. (c) Captions and References. The captions contained in this Master Lease Agreement and any Lease Schedule are for convenience

only and shall not affect the interpretation of this Master Lease Agreement or any Lease Schedule. All references in this Master Lease Agreement to Sections and Exhibits refer to Sections hereof and Exhibits hereto unless otherwise indicated.

(d) Entire Agreement; Amendments. This Master Agreement and any related Fundamental Agreements executed by both Lessor

and Lessee supersede all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.

(e) No Waiver. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof,

shall not constitute consent or waiver of any other breach of the same or any other provision hereof. (f) Lessor Affiliates. Lessee understands and agrees that Hewlett-Packard Financial Services Company or any affiliate or subsidiary

thereof may, as lessor, execute Lease Schedules under this Master Lease Agreement, in which event the terms and conditions of the applicable Lease Schedule and this Master Lease Agreement as it relates to the lessor under such Lease Schedule shall be binding upon and shall inure to the benefit of such entity executing such Lease Schedule as lessor, as well as any successors or assigns of such entity. Lessee agrees that Lessor may disclose any information provided by Lessee to Lessor or created by Lessor in the course of administering the Material Agreements to any parent or affiliate of Lessor.

(g) Invalidity. If any provision of this Master Lease Agreement or any Lease Schedule shall be prohibited by or invalid under law, such

provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Master Lease Agreement or such Lease Schedule.

(h) Counterparts. This Master Lease Agreement may be executed in counterparts, which collectively shall constitute one document. (i) Lessor Reliance. Lessor may act in reliance upon any instruction, instrument or signature reasonably believed by Lessor in good

faith to be genuine. Lessor may assume that any employee of Lessee who executes any document or gives any written notice, request or instruction has the authority to do so. 32. DEFINITIONS. All capitalized terms used in this Master Lease Agreement have the meanings set forth below or in the Sections of this

Master Lease Agreement referred to below: “Acceptance Certificate” means an Acceptance Certificate in substantially the form of Exhibit B, executed by Lessee and delivered

to Lessor in accordance with Section 3. “Acceptance Date” means, as to any Lease, the date Lessee shall have accepted the Equipment subject to such Lease in accordance

with Section 3. “Assignee” means any assignee of all or any portion of Lessor’s interest in this Master Lease Agreement, any Lease Schedule or any

Equipment, whether such assignee received the assignment of such interest from Lessor or a previous assignee of such interest. “Authorized Lessee Representative” has the meaning specified in Section 30. “Casualty Loss” means, with respect to any Equipment, the condemnation, taking, loss, destruction, theft or damage beyond repair

of such Equipment. “Casualty Value” means, as to any Equipment, an amount determined as of the date of the Casualty Loss or Lessee Default in

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question (“Calculation Date”) pursuant to a “Table of Casualty Values” attached to the applicable Lease Schedule or, if no “Table of Casualty Values” is attached to the applicable Lease Schedule, an amount equal to the sum of (a) the present value (as of the Calculation Date and discounted at the Discount Rate compounded monthly) of all Rent payments payable after the Calculation Date through the scheduled date of expiration of the Then Applicable Term, plus (b) an amount determined by multiplying the applicable casualty percentage specified below by the Total Cost of such Equipment. The “Discount Rate” shall mean a rate equal to the 2 year inter-bank swap rate quoted by Bloomberg L.P. (or, where not available, such other 2 year inter-bank swap rate quoted by a commercially available publication reasonably designated by us) at the Acceptance Date of the applicable Lease Schedule. The applicable casualty percentage will be 50% for Equipment having an Initial Term of less than 24 months; 40% for Equipment having an Initial Term of 24 months or greater, but less than 36 months; 30% for Equipment having an Initial Term of 36 months or greater, but less than 48 months; and 25% for Equipment having an Initial Term of 48 months or greater.

“Claims” means all claims, actions, suits, proceedings, costs, expenses (including, without limitation, court costs, witness fees and

attorneys’ fees), damages, obligations, judgments, orders, penalties, fines, injuries, liabilities and losses, including, without limitation, actions based on Lessor’s strict liability in tort.

“Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning specified in Section 13. “Concluding Payments” means the list of concluding payments on the attachment to the applicable Schedule. “Daily Rent” means, as to any Lease Schedule, an amount equal to the per diem Rent payable under the applicable Lease Schedule

(calculated on the basis of a 360 day year and 30 day months). “Equipment” has the meaning specified in Section 1. “Equipment Location” means, as to any Equipment, the address at which such Equipment is located from time to time, as originally

specified in the applicable Lease Schedule and as subsequently specified in a notice delivered to Lessor pursuant to Section 12, if applicable.

“Fair Market Value” means the total price that would be paid for any specified Equipment in an arm’s length transaction between an

informed and willing buyer (other than a used equipment dealer) under no compulsion to buy and an informed and willing seller under no compulsion to sell. Such total price shall not be reduced by the costs of removing such Equipment from its current location or moving it to a new location.

“Final Invoice Amount” has the meaning set forth in Section 2(c). “First Payment Date” means, as to any Lease Schedule, the date the first Rent payment with respect to such Lease Schedule is due,

as determined pursuant to the terms of the applicable Lease Schedule. “Fiscal Period” shall mean the fiscal year of Lessee, as it may be more particularly described in a Lease Schedule. “Fundamental Agreements” means, collectively, this Master Lease Agreement, each Lease Schedule and Acceptance Certificate as

part of the Participating Addendum Number _______ to Contract for the NASPO ValuePoint Master Agreement Number 140596 with Lessee as the Participating Entity and related Material Agreements..

“Hardware” means items of tangible equipment and other property. “Lease” has the meaning specified in Section 2(a). “Lessee” has the meaning specified in the preamble hereof. “Lessee Default” has the meaning specified in Section 22. “Lessor” has the meaning specified in the preamble hereof. “License Agreement” means any license agreement or other document granting the purchaser the right to use Software or any

technical information, confidential business information or other documentation relating to Hardware or Software, as amended, modified or supplemented by any other agreement between the licensor and Lessor.

“Master Lease Agreement” has the meaning specified in the preamble hereof. “Material Agreements” means, collectively, all Fundamental Agreements, all other material agreements by and between Lessor and

Lessee, and any application for credit, financial statement, or financial data required to be provided by Lessee in connection with any Lease. “Non-Appropriation” has the meaning specified in Section 7. “Optional Additions” has the meaning specified in Section 11. “Purchase Documents” means, as to any Equipment, any purchase order, contract, bill of sale, License Agreement, invoice and/or

other documents that Lessee has, at any time, approved, agreed to be bound by or entered into with any Supplier of such Equipment relating to the purchase, ownership, use or warranty of such Equipment.

“Rent” has the meaning specified in Section 4. “Schedule” means, unless the context shall otherwise require, a Schedule executed by Lessor and Lessee pursuant to Section 2(a). “Seller” means, as to any Equipment, the seller of such Equipment as specified in the applicable Schedule. “Software” means copies of computer software programs owned or licensed by Lessor, and any disks, CDs, or other media on which

such programs are stored or written. “State” means any of the states of the United States, its territories and possessions. “Stipulated Loss Value” means, as to any Equipment, an amount equal to the sum of (a) all Rent (including the Daily Rent from the

Rent payment date immediately preceding the date of the Casualty Loss or Lessee Default to the date of the Casualty Loss or Lessee Default) and other amounts due and owing with respect to such Equipment as of the date of payment of such amount, plus (b) the Casualty Value of such Equipment.

“Substitute Equipment” means, as to any item of Hardware or Software subject to a Lease, a substantially equivalent or better item

of Hardware or Software having equal or greater capabilities and equal or greater Fair Market Value manufactured or licensed by the same manufacturer or licensor as such item of Hardware or Software subject to a Lease. The determination of whether any item of Equipment is substantially equivalent or better than an item of Equipment subject to a Lease shall be based on all relevant facts and circumstances.

“Supplier” means as to any Equipment, the Seller and the manufacturer or licensor of such Equipment collectively, or where the

context requires, any of them. “System Software” means an item of Software that is pre-loaded on an item of Hardware purchased by Lessor for lease hereunder

for which the relevant Purchase Documents specify no purchase price separate from the aggregate purchase price specified for such items of Hardware and Software.

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“Taxes” means all license and registration fees and all taxes (local, state and federal), fees, levies, imposts, duties, assessments,

charges and withholding of any nature whatsoever, however designated (including, without limitation, any value added, transfer, sales, use, gross receipts, business, occupation, excise, personal property, real property, stamp or other taxes) other than taxes measured by Lessor’s income.

“Term” means the term thereof as specified in the related Lease Schedule. “Total Cost” means as to any Lease, the total acquisition cost to Lessor of the Equipment subject to such Lease as set forth in the

applicable Purchase Documents, including related delivery, installation, taxes and other charges which Lessor has agreed to pay and treat as a portion of such acquisition cost, if any.

“UCC” means the Uniform Commercial Code as enacted and in effect in any applicable jurisdiction. “Unit of Equipment” means, as to the Equipment leased pursuant to any Lease Schedule (a) each individual item Equipment leased

pursuant to such Lease Schedule, and (b) all Equipment taken as a whole leased pursuant to such Lease Schedule.

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Exhibit A to Master Lease Agreement

Master Lease Agreement Number ___________________

Lease Schedule Number ___________________

COUNTERPART NO. _______ OF _______. TO THE EXTENT THAT THIS LEASE SCHEDULE CONSTITUTES CHATTEL PAPER

(AS DEFINED ON THE UCC), NO SECURITY INTEREST IN THIS LEASE SCHEDULE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT SCHEDULE

Hewlett-Packard Financial Services Company5 (“Lessor”) and ____________________, an agency, department, institution of higher education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master Lease Purchase Agreement identified by the Master Lease Agreement Number specified above (the “Master Lease Agreement”). This Lease Schedule (which shall be identified by the Lease Schedule Number specified above) and the Master Lease Agreement together comprise a separate Lease between the parties. The terms and conditions of the Master Lease Agreement are hereby incorporated by reference into this Lease Schedule. All capitalized terms used in this Lease Schedule without definition have the meanings ascribed to them in the Master Lease Agreement. 1. LEASE.

A. Description of Items of Leased Equipment Total Cost $

B. Term: ___________ Months.

2. Rent. See Attachment A. Annual Rate of Interest _____

3. LATEST COMMENCEMENT DATE: _________________. Lessor’s obligation to purchase and lease the Equipment is subject to

the Acceptance Date being on or before the Latest Commencement Date. 4. EQUIPMENT LOCATION: __________________________________________________________________________________ 5. SELLER: _______________________________________________________________________________________________ 6. APPROPRIATIONS: Monies for all Rent and other payments due under the Lease Schedule for the Fiscal Period ending ___________

are available from Lessee's appropriated funds for such Fiscal Period and that appropriations and/or other funds have been encumbered or designated for the payment of all Rent and other payments that shall become due under the Lease in such Fiscal Period.

7. NON-ASSIGNABILITY BY LESSOR: Notwithstanding any other terms or conditions set forth in the Master Lease Agreement to the

contrary, Lessor hereby agrees that it shall not and will not sell, discount, factor, hypothecate or otherwise dispose of its interest in the Equipment or this Lease Schedule or any Lease, except to a Lessor Affiliate in connection with a merger, reorganization, sale of assets or substantial portfolio sale.

8. ADDITIONAL PROVISIONS:

9. FISCAL PERIOD:________________________

LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN SECTION 1.A ABOVE. SUCH LEASE WILL BE GOVERNED BY THE MASTER LEASE AGREEMENT AND THIS LEASE SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. LESSEE HEREBY REPRESENTS AND WARRANTS THAT ON AND AS OF THE DATE HEREOF EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY LESSEE IN THE MASTER LEASE AGREEMENT ARE TRUE, CORRECT AND COMPLETE.

5 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

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Master Lease Agreement Number _______________________ Lease Schedule Number __________________________

ATTACHMENT A

TO

SCHEDULE TO STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT

The first payment of Rent will be due [__ days after][on] the Acceptance Date and all payments will be due [monthly][quarterly][semi- annually][annually] thereafter.

Rent Payment Rent Interest Principal

Principal Balance Prepayment Premium

Concluding Payments

No.

1

2

3

4

Totals

Please note that the Prepayment Premium is 2 % of the Principal Balance, only payable in the case of early repayment of the lease.

Lessee Please Initial and date: _____________________________

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Exhibit B to Master Lease Agreement

Master Lease Agreement Number __________________ Lease Schedule Number ___________________________

STATE AND LOCAL GOVERNMENT MASTER LEASE PURCHASE AGREEMENT ACCEPTANCE CERTIFICATE

Hewlett-Packard Financial Services Company6 (“Lessor”) and «Name_of_Lessee», an agency, department, institution of higher

education, or political subdivision of the State of __________ (“Lessee”) are parties to the State and Local Government Master Lease Purchase Agreement (the “Master Agreement”) and Lease Schedule under such Master Lease Agreement (the “Lease Schedule”) identified by the Master Lease Agreement Number and Lease Schedule Number, respectively, specified above. The Master Lease Agreement and Lease Schedule together comprise a separate Lease that is being accepted and commenced pursuant to this Acceptance Certificate. All capitalized terms used in this Acceptance Certificate without definition have the meanings ascribed to them in the Master Lease Agreement.

1. LEASE ACCEPTANCE. Lessee hereby acknowledges that the Equipment described in Section 1 of the Lease Schedule, or if

different, the Equipment described in the attached invoice or other attachment hereto, has been delivered to the Equipment Location specified below, inspected by Lessee and found to be in good operating order and condition, and has been unconditionally and irrevocably accepted by Lessee under the Lease evidenced by the Master Lease Agreement and the Lease Schedule as of the Acceptance Date set forth below. Lessee authorizes Lessor to reduce the Rent payments on the Lease Schedule to reflect the Final Invoice Amount set forth on the attached invoice(s) if such amount is lower than the Total Cost on the Lease Schedule.

2. LESSEE ACKNOWLEDGEMENTS. Lessee hereby agrees to faithfully perform all of its obligations under the Master Lease

Agreement and the Lease Schedule and reaffirms, as of the date hereof, its representations and warranties as set forth in the Master Lease Agreement. Lessee hereby acknowledges its agreement to pay Lessor Rent payments, as set forth in the Lease Schedule, plus any applicable taxes, together with all other costs, expenses and charges whatsoever which Lessee is required to pay pursuant to the Master Lease Agreement and the Lease Schedule, in each instance at the times, in the manner and under the terms and conditions set forth in the Master Lease Agreement and the Lease Schedule, respectively.

3. EQUIPMENT LOCATION. The Equipment has been installed and is located at the following Equipment Location:

______________________________________________________________________________________________

4. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants that on and as of the date hereof each

of the representations and warranties made by Lessee in the Master Lease Agreement are true, correct and complete.

6 Authorized to do business in the name of Hewlett-Packard Financial Services Company, Inc. in the states of Alabama and New York.

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 85

ATTACHMENT 3 – HP MAINTENANCE SERVICES COST PER COPY TEMPLATE

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 86

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 87

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 88

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 89

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 90

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 91

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 92

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 93

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 94

ATTACHMENT 4 – HP MPS SOW TEMPLATE

Attachment 4 - HP

MPS SOW Template_ok.docx

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 95

ATTACHMENT 5 – HP MANAGED SUPPLIES DELIVERY AGREEMENT SOW

Attachment 5 - HP

Managed Supplies Delivery Agreement SOW Template_ok.docx

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 96

ATTACHMENT 6 – HP MAINTENANCE SERVICES MANAGED CARTRIDGE BILLING TEMPLATE

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 97

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 98

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 99

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 100

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 101

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 102

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 103

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 104

ATTACHMENT 7 – HP STATE AND LOCAL GOVERNMENT AND EDUCATION CUSTOMER RETURN POLICY FOR DROP-SHIP EQUIPMENT

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 105

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 106

DocuSign Envelope ID: 89386442-81F6-451D-BCAF-EBAEC48ECDCF

CERTIFICATE

I, David M. Scanlan, Secretary of State of the State of New Hampshire, do hereby certify that HP INC. is a Delaware Profit

Corporation registered to do business in New Hampshire as HP COMPUTING AND PRINTING on September 02, 1998. I further

certify that all fees and documents required by the Secretary of State’s office have been received and is in good standing as far as

this office is concerned.

Business ID: 298507

Certificate Number: 0006739481

IN TESTIMONY WHEREOF,

I hereto set my hand and cause to be affixed

the Seal of the State of New Hampshire,

this 19th day of  July A.D. 2024.

David M. Scanlan

Secretary of State

State of New Hampshire

Department of State

Written Delegation of Signature Authority

Written Delegation of Signature Authority for NACCO Contracts Specialists and Contracts Negotiator I, Deb Bigler, Manager, Proposal Services and Contracts Operations, based upon the attached HP Inc. Designation of Authority dated November 16, 2023, grant the North America Contracts Specialists and Contracts Negotiator listed below, full signature authority to sign on behalf of HP Inc., up to the Delegation Amount noted.

Delegation Amount

Effective Date Expiry Date

Deborah Kaiser Unlimited July 15, 2024 July 15, 2025 Colleen Lively $100,000,000 July 15, 2024 July 15, 2025 Rick Mendoza $100,000,000 July 15, 2024 July 15, 2025 Barbara Aceves $100,000,000 July 15, 2024 July 15, 2025 Valeria Marquez $100,000,000 July 15, 2024 July 15, 2025 Fernanda Cazares $100,000,000 July 15, 2024 July 15, 2025 Bernardo Fiero $100,000,000 July 15, 2024 July 15, 2025 Elena Ratkovich $100,000,000 July 15, 2024 July 15, 2025 Contracts Negotiator

Delegation Amount

Effective Date

Expiry Date

Mily Buendia $100,000,000 July 15, 2024 July 15, 2025 This delegation is granted for the following purposes: to individually sign bids, quotations, leases, bonds and contracts with customers and government agencies in the U.S., in accordance with HP Inc.’s U.S. Signature Policy. This delegation of signature authority is valid through July 15, 2025, and may be revoked at any time prior thereto for any reason without notice. This Delegation shall be automatically revoked for a Contracts Specialist or Contracts Negotiator that has a change in position within HP Inc. or ceases to be employed by HP Inc. Signed this 15th day of July 2024.

__________________________ Deb Bigler Manager, Proposal Services and Contracts Operations HP Inc.

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE

INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #

NAME: CONTACT

(A/C, No): FAX

E-MAIL ADDRESS:

PRODUCER

(A/C, No, Ext): PHONE

INSURED

REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:

(Per accident)

(Ea accident)

$

$

N / A

SUBR WVD

ADDL INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

$

$

$

$PROPERTY DAMAGE

BODILY INJURY (Per accident)

BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N

WORKERS COMPENSATION AND EMPLOYERS' LIABILITY

OFFICER/MEMBER EXCLUDED? (Mandatory in NH)

DESCRIPTION OF OPERATIONS below If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE

$

$

$

E.L. DISEASE - POLICY LIMIT

E.L. DISEASE - EA EMPLOYEE

E.L. EACH ACCIDENT

ER OTH-

STATUTE PER

LIMITS(MM/DD/YYYY) POLICY EXP

(MM/DD/YYYY) POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR INSR

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB

UMBRELLA LIAB $EACH OCCURRENCE

$AGGREGATE

$

OCCUR

CLAIMS-MADE

DED RETENTION $

$PRODUCTS - COMP/OP AGG

$GENERAL AGGREGATE

$PERSONAL & ADV INJURY

$MED EXP (Any one person)

$EACH OCCURRENCE DAMAGE TO RENTED

$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR

GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE

ACORD 25 (2016/03)

© 1988-2016 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER

The ACORD name and logo are registered marks of ACORD

HIRED AUTOS ONLY

2,500,000

MWZY314058-23

including CA and Monopolistic

HOU-003994722-03

2,500,000

EL applies to all States

X

N/A

Dallas, TX 75201-7357

N

X11/01/2023

1

11/01/2024

Houston.Certs@marsh.com

MWTB 314056-23

A

NIL

2,500,000

See Additional Page

N/A

2,500,000

X

10/13/2023

11/01/2023 X

25 Capitol Street

Concord, NH 03301

State of New Hampshire

A

CN102271270-STND-GAWU-23-24

5,000

11/01/2024

2,500,000

NIL

24147

2,500,000

2,500,000

MWC 314329-23

4400 Comerica Bank Tower

MARSH USA, LLC.

1717 Main Street

Attn: Houston.certs@marsh.com

X

1501 Page Mill Road

HP Inc.

Palo Alto, CA 94304

11/01/2023

Attn: Corrine E Tatro

A

Marsh USA Inc.

11/01/2024

Old Republic Insurance Co

ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD

© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE Page of

AGENCY CUSTOMER ID: LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED

EFFECTIVE DATE:

SIR: $5,000,000�

22

� Effective Dates: 11/01/2023 - 11/01/2024�

Dallas

Carrier: Old Republic Insurance Company� Excess of CA qualified self insurance�

SIR: $5,000,000� Policy Number: MWXS 315832-23 �

Workers Compensation applies to ALL STATES other than CA and Monopolistic� ��

Excess Workers Compensation (CA only)� �

Certificate of Liability Insurance

CN102271270

Excess Workers Compensation (Monopolistic States only)�

Policy Number: MWXS 314057-23 �

Effective Dates: 11/01/2023 - 11/01/2024

MARSH USA, LLC.� 1501 Page Mill Road� HP Inc.�

Palo Alto, CA 94304

25

Carrier: Old Republic Insurance Company�

Executed 8003439_0001 4.2__HP Master Agreement_effective 08.01.2024 MASTER AGREEMENT TERMS AND CONDITIONS I. Definitions II. Parties and Term of the Master Agreement III. Order of Precedence IV. Participants and Scope V. NASPO ValuePoint Provisions VI. Pricing, Payment & Leasing VII. Ordering VIII. Shipping and Delivery IX. Inspection and Acceptance X. Warranty XI. Equipment Title XII. Indemnification XIII. Insurance XIV. General Provisions

SIGNATURE PAGE EXHIBIT A – STATEMENT OF WORK I. Product Overview II. Master Agreement Deliverables III. Purchase and Lease Programs IV. Contractor Responsibilities and Tasks

EXHIBIT B – SAMPLE D&A CERTIFICATE EXHIBIT C – AUTHORIZED DEALER FORM EXHIBIT D – AUTHORIZED DEALERS BY STATE ATTACHMENT 1 – HPFS MASTER FMV LEASE AGREEMENT ATTACHMENT 2 – HPFS MASTER LEASE PURCHASE AGREEMENT ATTACHMENT 3 – HP MAINTENANCE SERVICES COST PER COPY TEMPLATE ATTACHMENT 4 – HP MPS SOW TEMPLATE ATTACHMENT 5 – HP MANAGED SUPPLIES DELIVERY AGREEMENT SOW ATTACHMENT 6 – HP MAINTENANCE SERVICES MANAGED CARTRIDGE BILLING TEMPLATE ATTACHMENT 7 – HP STATE AND LOCAL GOVERNMENT AND EDUCATION CUSTOMER RETURN POLICY FOR DROP-SHIP EQUIPMENT

5_CoGS (HP) 6_COA (8003439) 7_COI (8003439)