NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

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Master Agreement #: 187822

Contractor: HP INC.

Participating Entity: STATE OF RHODE ISLAND

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

• Group A – MFD, A3

• Group B – MFD, A4

• Group D – Single-function Printers

• Group E – Large/Wide Format Equipment

• Group F – Scanners

• Group G – Software

• Group H – Consumable Supplies

• Group I - Managed Print Services (MPS)

• Sub-Group D1 – Specialty Printers

• Sub-Group G1 – Software Related Services

• Accessories for Discontinued Base Units

• Maintenance Services for new and legacy devices

Master Agreement Terms and Conditions:

1. Term: This Participating Addendum is effective as of August 1, 2024 and will terminate, renew, and extend upon termination, renewal, or extension of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

2. Scope: This addendum covers the Multi-Function Devices and Related Software, Software

and Cloud Solutions portfolio led by the State of Colorado, for use by state agencies and

other government entities located in the Participating State [or State Entity] authorized by

that State’s statutes to utilize State contracts with the prior approval of the State’s Chief

Procurement Official.

3. Participation: This NASPO ValuePoint Master Agreement may be used by all state

agencies, institutions of higher education, political subdivisions and other entities authorized

to use statewide contracts in the State of Rhode Island. Issues of interpretation and eligibility

for participation are solely within the authority of the State Chief Procurement Official.

4. Primary Contacts: The primary contact individuals for this Participating Addendum are as

follows (or their named successors):

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Page 2 of 7

Contractor

Name: Elizabeth Leach

Address: 10300 Energy Drive, Spring, TX 77389

Telephone: 501.849.4740

Email: elizabeth.leach@hp.com

Participating Entity

Name: Gerald Teixeira

Address: One Capitol Hill, 2nd Floor, Providence, RI 02908

Telephone: 401-574-8472

Fax:

Email: gerald.teixeira@purchasing.ri.gov

5. Participating Entity Modifications or Additions to The Master Agreement: Modifications or

additions apply only to actions and relationships within the Participating Entity.

Participating Entity must check one of the boxes below.

[ ] No changes to the terms and conditions of the Master Agreement are required.

[x] The following changes are modifying or supplementing the Master Agreement terms

and conditions.

• Any Purchase Agreement arising from a Participating Addendum shall be subject to the Rhode Island “State Purchases Act”, R. I. Gen. Laws § 37-2-1, et. seq.

• The Rhode Island Procurement Regulations and the Rhode Island General Conditions of Purchase located at https://rules.sos.ri.gov/regulations/part/220-30-00-13.

• General Conditions Addendum A, Schedule A1: https://www.ridop.ri.gov/documents/general- conditions-addendum-a.pdf.

• Jurisdiction and venue for any lawsuits arising here from shall be in the Providence Superior Court and shall be governed by the laws of the State of Rhode Island without reference to its principles of conflicts of laws.

• Vendor(s) must register in Ocean State Procures (OSPTM) before a Participating Addendum may be executed.

https://rules.sos.ri.gov/regulatioTns/part/220-30-00-13 https://www.ridop.ri.gov/documents/general-conditions-addendum-a.pdf https://www.ridop.ri.gov/documents/general-conditions-addendum-a.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Page 3 of 7

• Master Price Agreement Contract Administrative Fee:

In 2017, the General Assembly amended the “State Purchases Act”, R. I. Gen. Laws § 37-2-12 (b) to authorize the Chief Purchasing Officer to establish, charge and collect from vendors listed on master price agreements (“MPA”) a contract administrative fee not to exceed one percent (1%) of the total value of the annual spend against their MPA contracts. All contract administrative fees collected from MPA vendors shall be deposited into a restricted receipt account which shall be used for the purposes of implementing and maintaining an online eProcurement system and other costs related to State procurement. In accordance with this legislative initiative the Division of Purchases is upgrading the State procurement system through the purchase and installation of an eProcurement system.

The contract administrative fee shall be applicable to all purchase orders issued relative to State MPA contracts. Therefore, effective January 1, 2020, all MPA contracts shall be assessed the 1% contract administrative fee.

• Quarterly Reporting and Administrative Fee Schedule: Usage reports are due within thirty (30) days following the end of quarter close. The usage report and administrative fee submission schedule is outlined in the table below. All reporting entries are based on Net Revenue Sale.

USAGE REPORT PROCESSING MONTH

USAGE REPORTS DUE BY ADMINISTRATIVE FEE PAYMENT DUE BY

JANUARY 1 – MARCH 31 APRIL 30 MAY 31

APRIL 1 – JUNE 30 JULY 31 AUGUST 31

JULY 1 – SEPTEMBER 30 OCTOBER 31 NOVEMBER 30

OCTOBER 1 – DECEMBER 31 JANUARY 31 FEBRUARY 28

Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

6. Limitation of Liability: Contractor’s liability to Participating Entity under this Participating Addendum

is limited to the greater of $1,000,000 or the amount payable by Participating Entity to Contractor

for the twelve (12) months preceding the breach.  Neither Participating Entity nor Contractor will be

liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or

consequential costs or damages. This provision does not limit either party’s liability for: unauthorized

use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; willful

repudiation of the Participating Addendum; or any liability which may not be excluded or limited by

applicable law.

7. Intellectual Property Rights: Section 13.11 Ownership of the Rhode Island General Conditions of

Purchase (220-RICR-30-00-13) shall not apply and no transfer of ownership of any intellectual

property will occur under this Agreement. Participating Entity grants Contractor a non-exclusive,

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Page 4 of 7

worldwide, royalty-free right and license to any intellectual property that is necessary for Contractor

and its designees to perform the ordered services. If deliverables are created by Contractor

specifically for Customer and identified as such in Supporting Material, Contractor hereby grants

Participating Entity a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use

copies of the deliverables internally.

8. Section 13.8 “Delivery” of the Rhode Island General Conditions of Purchase (220-RICR-30-00-13)

shall not apply, and delivery shall be governed by Section VIII “Shipping and Delivery” terms of the

Master Agreement.

9. Lease and Rental Agreements:

(a) Lease Terms: Equipment leases are subject to the Terms and Conditions as set forth in

the Master Agreement and HP Inc.’s applicable Supplemental Documents, which are

attached to the Master Agreement, unless otherwise agreed to by a Participating State

or Entity. To initiate a lease, Purchasing Entity may issue a Purchase Order (“PO”) and

reference the type of lease (FMV, $1 Buyout, or Straight Lease) on the PO and shall

execute either the Master Agreement Attachment 1 (HPFS Master FMV Lease

Agreement), or Attachment 2 (HPFS Master Lease Purchase Agreement).

(b) Third Party Leasing Company: Contractor shall use a Third-Party leasing company for

all Lease transactions, specifically Hewlett-Packard Financial Services (“HPFS”).

However, all contractual obligations shall remain with the Contractor.

(c) HPFS holds all rights title and interest in and to: (i) the Products subject to the Lease

Agreement; (ii) all payments and other amounts due and to become due thereunder with

respect to the Products; and (iii) all rights and remedies under this Participating

Addendum with respect to the Products, such payments and other amounts due.

(d) End of Term Notification: Contractor must notify a Purchasing Entity, in writing, of their

End of Term options at least sixty (60) to ninety (90) days prior to the end of any Initial

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

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

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

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

(e) End of Term Options: If a Purchasing Entity desires to exercise a purchase, renewal, or

return of the Equipment, 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

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Page 5 of 7

purchase, renewal, or return of the Equipment, the Initial Lease Term shall be terminated

on the date as stated in the Order and removal of the Product will be mutually arranged.

10. Authorized Dealers: All Contractors and resellers authorized in the State of Rhode Island,

are listed in Contractor’s Authorized Dealer List, which is available on the NASPO

ValuePoint website, and are approved to accept orders and provide sales, service support,

and invoicing to participants in the NASPO ValuePoint Master Agreement. The Contractor’s

dealer participation will be in accordance with the terms and conditions set forth in the

Master Agreement.

11. Orders: Any order placed by a Purchasing Entity for a Product and/or Service available from

this Master Agreement shall be deemed to be a sale under (and governed by the prices and

other terms and conditions) of the Master Agreement. All orders should contain the following

(1) “PO subject to NASPO ValuePoint Contract #187822 & State Contract #3902021 (2)

Purchaser’s Address, Contact, & Phone-Number (3) Purchase order amount (4) Type of

Lease and monthly payment (5) Itemized list of accessories (6) Service program and rates

(7) Attached SOW Template if applicable.

12. Product Installation & Invoicing: Unless otherwise agreed to by both parties, signing the

delivery and acceptance (“D&A”) certificate constitutes Acceptance of the Device(s) and

allows Contractor to invoice for the Device(s). 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.

Contractor will provide timely billing and Purchasing Entity will notify Contractor, in writing,

of any billing concern. In order for Contractor to generate accurate service invoices,

Purchasing Entities shall provide meter reads within the Contractor(s) requested timeframe.

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

Purchasing Entity will not be considered inaccurate.

The Purchasing Entity shall provide written notice of any alleged invoicing issue(s) and the

Contractor will be allowed a thirty (30) day cure period to address any such issue. Failure

on the Contractors part to maintain accurate invoicing shall result in a $25.00 per instance

credit on the following month’s invoice.

13. Not Specifically Priced (“NSP”) Open Market Items: Not Specifically Priced (NSP) items

compliment or enhance the Products and/or Services offered under the resulting Master

Agreement, and may be purchased as a stand-alone option. NSP items will not include:

i) Interactive White boards;

ii) Computers, monitors, or other related items;

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Page 6 of 7

iii) Fax machines;

iv) Overhead Projectors; and

v) Cameras.

NSP items may only be acquired through the Contractor or their Authorized Dealers and

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

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

allowable amount of all NSP items in a single Order shall be determined by the Participating

State or Entity.

10. Software: Purchasing Entities that acquire software shall be subject to the license

agreements distributed with such software. Software subscriptions shall not be subject to

automatic renewals, unless otherwise agreed to in an Order. Purchasing Entities shall have

the option to finance software subscriptions by utilizing Contractor lease rates.

Notwithstanding the foregoing, in the event of a conflict in language between an end user

license agreement (EULA) and the Master Agreement, the language in the Master

Agreement will supersede and control, unless otherwise agreed to by a Participating State

or Entity. In addition, any language in a EULA which violates a Participating State’s

constitution or a statute of that state; or violates the laws of a local entity making a purchase,

will be deemed void, and of no force or effect.

11. Maintenance Service Agreements: Purchasing Entities are subject Contractor’s

“Maintenance Service Agreements,” provided in Attachment 3 and Attachment 6, or as

otherwise negotiated by the Participating State or Entity.

12. Managed Print Services (“MPS”) Level Agreement: Purchasing Entities are subject to the

Contractor’s “Sample MPS Statement of Work” provided in Master Agreement Attachment

4 (HP MPS SOW Template) or a similar format approved by both parties. Contractor may

not provide MPS maintenance or repair Services on any Devices that are being leased or

rented to a Purchasing Entity by another Manufacturer, unless they have a written

agreement with the Manufacturer to do so. All MPS engagements shall require the

Contractor and Purchasing Entity to complete a detailed statement of work, which must be

approved by both parties prior to the initiation of any engagement.

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Page 7 of 7

IN WITNESS, WHEREOF, the parties have executed this Addendum as of the date of execution

by both parties below.

Participating Entity:

Contractor:

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

[Additional signatures may be added if required by the Participating Entity]

For questions on executing a participating addendum, please contact:

NASPO ValuePoint

Cooperative Portfolio Manager: Joel Atkinson

Telephone: (850) 848-1250

Email: jatkinson@naspovaluepoint.org

[Please email fully executed PDF copy of this document to

PA@naspovaluepoint.org

to support documentation of participation and posting in appropriate data bases.]

HP Inc.

Contracts Specialist

Barbara Aceves

07/24/2024

State of Rhode Island

Amanda Rivers

Deputy Purchasing Agent

July 24, 2024

mailto:jatkinson@naspovaluepoint.org mailto:PA@naspovaluepoint.org

2024-07-24T15:05:07-0400 Amanda M. Rivers