State of Maine Participating Addendum
MA 18P 23071200000000000007 State of Maine
NEW
Effective Date: 1/29/24
Master Agreement
Expiration Date: 06/30/25
Master Agreement Description: Computer Equipment, Peripherals and Related Services
Buyer Information
Justin Franzose
207-624-7337
ext.
justin.franzose@maine.gov
Issuer Information
Nancy Tan
207-458-6050
ext.
nancy.tan@maine.gov
Requestor Information
Nancy Tan
207-458-6050
ext.
nancy.tan@maine.gov
Agreement Reporting Categories
Authorized Departments
ALL
Vendor Information
Vendor Line #: 1
Vendor ID Vendor Name
VC0000117991 HP INC.
Alias/DBA
Vendor Address Information
3800 QUICK HILL ROAD
BLDG 2 SUITE 100
AUSTIN, TX 78728
US
Vendor Contact Information
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mailto:justin.franzose@maine.gov mailto:nancy.tan@maine.gov mailto:nancy.tan@maine.gov
MA 18P 23071200000000000007
PURCHASE ORDER MAILING ADDRESS
888-202-4682 ext.
psorderprocessing@hp.com
Commodity Information
Vendor Line #: 1
Vendor Name: HP INC.
Commodity Line #: 1
Commodity Code: 20600
Commodity Description: Computer Equipment, Peripherals and Related Services
Commodity Specifications:
Commodity Extended Description: Subject to NASPO ValuePoint master agreement #23011.
Quantity
0.00000
Delivery Days
Contract Amount
0.00
Catalog Name
UOM
Free On Board
Service Start
Date 1/29/24
Discount
0.0000 %
Unit Price
0.000000
Service End Date
06/30/25
Discount Start Date Discount End Date
Please see authorized signatures displayed on the next page
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mailto:psorderprocessing@hp.com
MA 18P 23071200000000000007
Each signatory below represents that the person has the requisite authority to enter into this Contract. The parties sign and cause this Contract to be executed.
State of Maine - Department of Administrative and Financial Services
Signature
David Morris, Acting Chief Procurement
Officer
Vendor
Date
Signature Date
Print Representative Name and Title
DocuSign Envelope ID: FC6D91BD-9D7B-4A06-A7A3-84DBA6751B3B
1/29/2024
Colleen Lively Contracts Specialist
1/29/2024
Nicholas Marquis Acting CIO.
1/29/2024
RIDERS
The following riders are hereby incorporated into this Contract and made part of it by
reference: (check all that apply)
☒ Rider A – Scope of Work and/or Specifications
☒ Rider B - Terms and Conditions
☐ Rider C - Exceptions
☐ Bid Cover Page and Debarment Form
☒ Debarment, Performance, and Non-Collusion Certification
☐ Price sheet (attach excel spreadsheet to post on website)
☒ Other – NASPO ValuePoint Participating Addendum and Master Agreement #23011
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RIDER A
Scope of Work and/or Specifications
The purpose of this master agreement is to order computer equipment, peripherals, and related
services on an as-needed basis. This master agreement is subject to NASPO ValuePoint master
agreement #23011, which is attached and hereby incorporated into this contract. All state agencies may
submit delivery orders including the agreed upon prices and discounts until the expiration date of the
master agreement. All delivery orders and formal price quotations will be subject to the terms, conditions,
discounts, and pricing of this master agreement.
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STATE OF MAINE
GENERAL TERMS AND CONDITIONS FOR GOODS AND/OR SERVICES UNDER BUYER PURCHASE ORDERS (BPOs) AND MASTER AGREEMENTS (MAs)
1. DEFINITIONS: The following definitions are applicable to these standard terms and conditions: a. The term “Buyer” or “State” shall refer to the Government of the State of Maine or a person
representing the Government of the State of Maine. b. The term “Department” or “DAFS” shall refer to the State of Maine Department of
Administrative and Financial Services. c. The term “Bureau” or “BGS” shall refer to the State of Maine Bureau of General Services. d. The term “Division” shall refer to the State of Maine Division of Purchases. e. The term “Contractor”, “Vendor”, or “Provider” shall refer to the organization that is providing
goods and/or services through the contract to which these standard terms and conditions have been attached and incorporated.
f. The term “Contract” or “Agreement” shall refer to the contract document to which these standard terms and conditions apply, taking the format of a Buyer Purchase Order (BPO) or Master Agreement (MA) or other contractual document that is mutually agreed upon between the State and the Contractor.
2. WARRANTY: The Contractor warrants the following: a. That all goods and services to be supplied by it under this Contract are fit and sufficient for
the purpose intended, and b. That all goods and services covered by this Contract will conform to the specifications,
drawing samples, symbols or other description specified by the Division, and c. That such articles are merchantable, good quality, and free from defects whether patent or
latent in material and workmanship, and d. That all workmanship, materials, and articles to be provided are of the best grade and
quality, and e. That it has good and clear title to all articles to be supplied by it and the same are free and
clear from all liens, encumbrances and security interest.
Neither the final certificate of payment nor any provision herein, nor partial nor entire use of the articles provided shall constitute an acceptance of work not done in accordance with this agreement or relieve the Contractor liability in respect of any warranties or responsibility for faulty material or workmanship. The Contractor shall remedy any defects in the work and pay any damage to other work resulting therefrom, which shall appear within one year from the date of final acceptance of the work provided hereunder. The Division of Purchases shall give written notice of observed defects with reasonable promptness.
3. TAXES: Contractor agrees that, unless otherwise indicated in the order, the prices herein do not include federal, state, or local sales or use tax from which an exemption is available for purposes of this order. Contractor agrees to accept and use tax exemption certificates when supplied by the Division as applicable. In case it shall ever be determined that any tax included in the prices herein was not required to be paid by Contractor, Contractor agrees to notify the Division and to make prompt application for the refund thereof, to take all proper steps to procure the same and when received to pay the same to the Division.
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4. PACKING AND SHIPMENT: Deliveries shall be made as specified without charge for boxing, carting, or storage, unless otherwise specified. Articles shall be suitably packed to secure lowest transportation cost and to conform to the requirements of common carriers and any applicable specifications. Order numbers and symbols must be plainly marked on all invoices, packages, bills of lading, and shipping orders. Bill of lading should accompany each invoice. Count or weight shall be final and conclusive on shipments not accompanied by packing lists.
5. DELIVERY: Delivery should be strictly in accordance with delivery schedule. If Contractor's deliveries fail to meet such schedule, the Division, without limiting its other remedies, may direct expedited routing and the difference between the expedited routing and the order routing costs shall be paid by the Contractor. Articles fabricated beyond the Division’s releases are at Contractor’s risk. Contractor shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet delivery schedule, and, unless otherwise specified herein, no deliveries shall be made in advance of the Division’s delivery schedule. Neither party shall be liable for excess costs of deliveries or defaults due to the causes beyond its control and without its fault or negligence, provided, however, that when the Contractor has reason to believe that the deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay will be given immediately to the Division. If the Contractor’s delay or default is caused by the delay or default of a subcontractor, such delay or default shall be excusable only if it arose out of causes beyond the control of both Contractor and subcontractor and without fault of negligence or either of them and the articles or services to be furnished were not obtainable from other sources in sufficient time to permit Contractor to meet the required delivery schedule.
6. FORCE MAJEURE: The State may, at its discretion, excuse the performance of an obligation by a party under this Agreement in the event that performance of that obligation by that party is prevented by an act of God, act of war, riot, fire, explosion, flood or other catastrophe, sabotage, severe shortage of fuel, power or raw materials, change in law, court order, national defense requirement, or strike or labor dispute, provided that any such event and the delay caused thereby is beyond the control of, and could not reasonably be avoided by, that party. The State may, at its discretion, extend the time period for performance of the obligation excused under this section by the period of the excused delay together with a reasonable period to reinstate compliance with the terms of this Agreement.
7. INSPECTION: All articles and work will be subject to final inspection and approval after delivery, notwithstanding prior payment, it being expressly agreed that payment will not constitute final acceptance. The Division of Purchases, at its option, may either reject any article or work not in conformity with the requirements and terms of this order, or re-work the same at Contractor’s expense. The Division may reject the entire shipment where it consists of a quantity of similar articles and sample inspection discloses that ten (10%) percent of the articles inspected are defective, unless Contractor agrees to reimburse the Division for the cost of a complete inspection of the articles included in such shipment. Rejected material may be returned at Contractor’s risk and expense at the full invoice price plus applicable incoming transportation charges, if any. No replacement of defective articles of work shall be made unless specified by the Division.
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8. INVOICE: The original and duplicate invoices covering each and every shipment made against this order showing Contract number, Vendor number, and other essential particulars, must be forwarded promptly to the ordering agency concerned by the Vendor to whom the order is issued. Delays in receiving invoice and also errors and omissions on statements will be considered just cause for withholding settlement without losing discount privileges. All accounts are to be carried in the name of the agency or institution receiving the goods, and not in the name of the Division of Purchases.
9. ALTERATIONS: The Division reserves the right to increase or decrease all or any portion of the work and the articles required by the bidding documents or this agreements, or to eliminate all or any portion of such work or articles or to change delivery date hereon without invalidating this Agreement. All such alterations shall be in writing and mutually agreed upon by the parties. If any such alterations are made, the contract amount or amounts shall be adjusted accordingly. In no event shall Contractor fail or refuse to continue the performance of the work in providing of articles under this Agreement because of the inability of the parties to agree on an adjustment or adjustments.
10. TERMINATION: The Division may terminate the whole or any part of this Agreement in any one of the following circumstances:
a. The Contractor fails to make delivery of articles, or to perform services within the time or times specified herein, or
b. If Contractor fails to deliver specified materials or services, or c. If Contractor fails to perform any of the provisions of this Agreement, or d. If Contractor so fails to make progress as to endanger the performance of this Agreement
in accordance with its terms, or e. If Contractor is adjudged bankrupt, or if it makes a general assignment for the benefit of its
creditors or if a receiver is appointed on account of its insolvency, or f. Whenever for any reason the State shall determine that such termination is in the best
interest of the State to do so.
In the event that the Division terminates this Agreement in whole or in part, pursuant to this paragraph with the exception of 8(f), the Division may procure (articles and services similar to those so terminated) upon such terms and in such manner as the Division deems appropriate, and Contractor shall be liable to the Division for any excess cost of such similar articles or services.
11. NON-APPROPRIATION: Notwithstanding any other provision of this Agreement, if the State does not receive sufficient funds to fund this Agreement and other obligations of the State, if funds are de-appropriated, or if the State does not receive legal authority to expend funds from the Maine State Legislature or Maine courts, then the State is not obligated to make payment under this Agreement.
12. COMPLIANCE WITH APPLICABLE LAWS: Contractor agrees that, in the performance hereof, it will comply with applicable laws, including, but not limited to statutes, rules, regulations or orders of the United States Government or of any state or political subdivision(s) thereof, as applicable to their obligations and rights under the Agreement, and the same shall be deemed incorporated herein by reference. Awarding agency requirements and regulations pertaining to
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copyrights and rights in data. Access by the grantee, the subgrantee, the Federal grantor agency, the Comptroller General of the United States, or any of their duly
authorized representatives to any books, documents, papers and records of the Contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. All audits shall be performed at the auditor’s expense, during
normal business hours, in a manner to minimize disruption to Contractor’s business, and auditor
shall promptly provide Contractor with a copy of the results of the audit. Retention of all required records for three years after grantees or subgrantees make final payments and all other pending matters are closed. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act, (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
13. INTERPRETATION: This Agreement shall be governed by the laws of the State of Maine as to interpretation and performance.
14. DISPUTES: The Division will decide any and all questions which may arise as to the quality and acceptability of articles provided and installation of such articles, and as to the manner of performance and rate of progress under this Contract.
The Division will decide all questions, which may arise as to the interpretation of the terms of this Agreement and the fulfillment of this Agreement on the part of the Contractor.
15. ASSIGNMENT: None of the sums due or to become due nor any of the work to be performed under this order shall be assigned nor shall Contractor subcontract for completed or substantially completed articles called for by this order without the Division’s prior written consent. No subcontract or transfer of agreement shall in any case release the Contractor of its obligations and liabilities under this Agreement.
16. STATE HELD HARMLESS: The Contractor agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all third-party claims and losses accruing or resulting to any and all contractors, subcontractors, material men, laborers and other persons, firm or corporation furnishing or supplying work, services, articles, or supplies in connection with the performance of this Agreement, and from any and all third-party claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Contractor in the performance of this Agreement.
17. SOLICITATION: The Contractor warrants that it has not employed or written any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement, and it has not paid, or agreed to pay any company, or person, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon, or resulting from the award for making this Agreement. For breach or violation or this warranty, the Division shall have the absolute right to annul this agreement or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or
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contingent fee.
18. WAIVER: The failure of the Division to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this order or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any
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such term, covenant, or condition or the future exercise of such right, but the obligation of Contractor with respect to such future performance shall continue in full force and effect.
19. MATERIAL SAFETY: All manufacturers, importers, suppliers, or distributors of hazardous chemicals doing business in this State must provide a copy of the current Material Safety Data Sheet (MSDS) for any hazardous chemical to their direct purchasers of that chemical.
20. COMPETITION: By accepting this Contract, Contractor agrees that no collusion or other restraint of free competitive bidding, either directly or indirectly, has occurred in connection with this award by the Division of Purchases.
21. INTEGRATION: All terms of this Contract are to be interpreted in such a way as to be consistent at all times with this Standard Terms and Conditions document, and this document shall take precedence over any other terms, conditions, or provisions incorporated into the Contract.
22. ORDER OF PRECEDENCE. In the event of a conflict between the documents comprising this Agreement, the Order of Precedence shall be:
a. Exceptions - If applicable b. General Terms & Conditions for Goods and/or Services under Buyer Purchase Orders
and Master Agreements c. Scope of Work - If applicable d. Vendor Agreement - Included at Department's Discretion e. Other - Included at Department's Discretion
f. This Participating Entity’s Participating Addendum;
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above.
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Debarment, Performance, and Non-Collusion Certification
By signing this document, I certify to the best of my knowledge and belief that the
aforementioned organization, its principals, and any subcontractors named in this proposal:
a. Are not presently debarred, suspended, proposed for debarment, and declared
ineligible or voluntarily excluded from bidding or working on contracts issued by any
governmental agency.
b. Have not within three years of submitting the proposal for this contract been
convicted of or had a civil judgment rendered against them for:
i. fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a federal, state or local government transaction or
contract.
ii. violating Federal or State antitrust statutes or committing embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
iii. are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State or Local) with commission of any of the
offenses enumerated in paragraph (b) of this certification; and
iv. have not within a three (3) year period preceding this proposal had one or
more federal, state or local government transactions terminated for cause or
default.
c. Have not entered into a prior understanding, agreement, or connection with any
corporation, firm, or person submitting a response for the same materials, supplies,
equipment, or services and this proposal is in all respects fair and without collusion
or fraud. The above-mentioned entities understand and agree that collusive bidding
is a violation of state and federal law and can result in fines, prison sentences, and
civil damage awards.
Failure to provide this certification may result in the disqualification of the Bidder’s
proposal, at the discretion of the Department.
To the best of my knowledge all information provided in the enclosed proposal, both
programmatic and financial, is complete and accurate at the time of submission.
Name: Title:
Authorized Signature: Date:
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1/29/2024
Contracts SpecialistColleen Lively
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Participating Addendum Number MA 18P 23071200000000000007 for
COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
between State of Maine
and Hewlett Packard (HP Inc.)
This Participating Addendum is entered into by State of Maine (“Participating Entity”) and the following Contractor
(each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint Master
Agreement Number 23011, executed by Contractor and the State of Minnesota for Computer Equipment,
Peripherals & Related Services (“Master Agreement”):
HP Inc. (“Contractor”)
1501 Page Mill Road
Palo Alto, CA, 94304-1126]
I. PARTICIPATING ADDENDUM CONTACTS.
Contractor’s contact for this Participating
Addendum is:
Debra Lee
Public Sector Contract Management
Director
debra.lee@hp.com
847-537-0344
Participating Entity’s contact for this Participating
Addendum is:
Justin Franzose
Procurement Analyst II
justin.franzose@maine.gov
207-624-7337
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mailto:debra.lee@hp.com mailto:justin.franzose@maine.gov
Participating Addendum Number MA 18P 23071200000000000007 for
COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between State of Maine and HP Inc.
Page 2 of 3
II. TERM. This Participating Addendum is effective as of the date of the last signature below or August 14th,
whichever is later, and will terminate upon termination of the Master Agreement, as amended, unless the
Participating Addendum is terminated sooner in accordance with the terms set forth herein.
III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions
of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit
organizations within the state if authorized herein and by law. Participating Entity has sole authority to
determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an
entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to
initiate outreach to the appropriate parties.
IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed
hereunder will be governed by, and construed in accordance with, Participating Entity’s laws.
V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing,
terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to
the Contractor and Participating Entity and Purchasing Entities.
a. Services. All services available through the Master Agreement may be offered and sold by
Contractor to Purchasing Entities.
b. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum. Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.
c. Configuration Dollar Limits: The configuration limit threshold for Peripherals is specifically increased to $30,000.
Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum
unless the amendment is rejected by the Participating Entity in writing to Contractor within ten (10) calendar
days of the amendment’s effective date and is documented thereafter via written amendment hereto.
Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor
of the Participating Addendum.
VI. ORDERS. Purchasing Entities may place Orders under this Participating Addendum by referencing the
Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is
subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts,
reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if
applicable.
VII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual
requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When
applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to
the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth
therein.
VIII. INFORMATION TECHNOLOGY SECURITY STANDARDS. Reserved.
IX. ATTACHMENTS. This Participating Addendum includes the following attachments:
a. Attachment A: Participating Entity Modifications and Additions to Master Agreement Terms and
Conditions: CONSTRUCTION OF AGREEMENT AND TERMS -This agreement shall be construed in
accordance with the laws of the State of Maine, and is binding upon and inures to the benefit of the
parties and their respective successors and assigns.
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Participating Addendum Number MA 18P 23071200000000000007 for
COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between State of Maine and HP Inc.
Page 3 of 3
X. NOTICE. Any notice required herein shall be sent to the following:
For Contractor:
Debra Lee
Public Sector Management Director
debra.lee@hp.com
847-537-0344
For Participating Entity:
Justin Franzose
Procurement Analyst II
justin.franzose@maine.gov
207-624-7337
XI. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor
shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at
pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating
Addendum, the Parties agree that this Participating Addendum, as amended, may be published on the
NASPO ValuePoint website.
XII. SURVIVAL. Any terms in this PA, which by their nature extend beyond termination or expiration of the PA
will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted
assigns.
XIII. ENTIRE AGREEMENT. The Master Agreement and this PA represents the parties’ entire understanding
with respect to its subject matter and supersedes any previous communications or agreements that may
exist.
XIV. REMEDIES. The Master Agreement and this PA states all remedies for warranty claims. To the extent
permitted by law, Contractor disclaims all other warranties.
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mailto:debra.lee@hp.com mailto:justin.franzose@maine.gov mailto:pa@naspovaluepoint.org
Participating Addendum Number MA 18P 23071200000000000007 for
COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between State of Maine and HP Inc.
Page 4 of 3
XV. ASSIGNMENT. Neither party may, or will it have the power to, assign or novate this Participating
Addendum without the written consent of the other Party.
SIGNATURE
The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal
agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that
the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and
bind the Party hereto.
IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.
(signatures follow on next page)
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Participating Addendum Number MA 18P 23071200000000000007 for
COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES
Between State of Maine and HP Inc.
Page 5 of 3
CONTRACTOR: PARTICIPATING ENTITY:
Signature Signature
Printed Name Printed Name
Title Title
Date Date
PARTICIPATING ENTITY:
Signature
Printed Name
Title
Date
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Colleen Lively
1/29/2024
Contracts Specialist
Nicholas Marquis
Acting CIO.
1/29/2024
1/29/2024
David Morris
Acting Chief Procurement Officer
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NASPO ValuePoint Master Agreement No.: 23011
This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and HP Inc., whose designated business address is 1501 Page Mill Road, Palo Alto, CA 94304-1126 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”
Recitals
1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);
2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and
3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and
4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add state specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.
Accordingly, the Parties agree as follows:
Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.
Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.
If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.
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Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.
Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the Lead State.
Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.
Awarded Band(s) The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems: Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):
Band 1, Personal Computer Devices – Windows Operating Systems Band 2, Personal Computer Devices - Non-Windows Operating Systems
Configuration Dollar Limits The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.
The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).
ITEM CONFIGURATION
Band One $15,000 Band Two $15,000 Band Three $1,000,000 Peripherals $10,000 Services Addressed in the Participating Addendum
Restrictions The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.
Software
Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.
Any software purchased must be related to the procurement of equipment.
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Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under this Paragraph 5.a.
Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.
General Services
Services must be related to the procurement of equipment.
Service limits will be addressed by each State.
Wireless phone and internet service is not allowed.
Managed Print Services are not allowed.
Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.
Any Cloud Service purchased must be related to the procurement of equipment.
Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.
Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.
Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.
Lease/Rentals of equipment may be allowed and will be addressed by each State.
Cellular Phone Equipment is not allowed.
EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.
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Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.
Elizabeth Randa, Acquisition Management Specialist Department of Administration Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 E-mail: elizabeth.randa@state.mn.us Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Debra Lee, Public Sector Contract Management Director.
Debra Lee, Public Sector Contract Management Director HP Inc. 10300 Energy Drive Spring, Texas 77389 Email: Debra.lee@hp.com Phone: 847.537.0344
If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.
Notices If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed to the Master Agreement Administrator.
Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:
Exhibit A: NASPO ValuePoint Terms and Conditions Exhibit B: Minnesota Terms and Conditions Exhibit C: Requirement Exhibit D: Price Schedule
Survival of Terms: The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.
Entire Agreement This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.
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1. Contractor The Contractor certifies that the appropriate person(s) have executed the Contract on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances.
2. State Agency With delegated authority
Print name: Deborah Kaiser Print name: Elizabeth M. Randa
Signature: Signature:
Title: Contract Specialist Date: 6/13/2023 Title: Acquisition Management Spe cDi aalties t: 6/14/2023
3. Commissioner of Administration As delegated to The Office of State Procurement
Print name: Andy Doran
Signature:
Title: IT Acquisitions Supervisor Date: 6/14/2023
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Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions
Conflict of Terms/Order of Precedence.
Any order placed under this Master Agreement shall consist of the following documents:
A Participating Entity’s Participating Addendum (“PA”);
Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits;
A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).
These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. 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.
Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.
A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.
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.
Definitions.
Acceptance. See Master Agreement Paragraph 19 of Exhibit A (Inspection and Acceptance), regarding Acceptance and Acceptance Testing.
Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g., mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.
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as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.
Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.
Components are the parts that make up a computer configuration.
Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.
Configuration means the combination of hardware and software components that make up the total functioning system.
Customer (see Purchasing Entity).
Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.
Embedded Software means one or more software applications which permanently reside on a computing device.
Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.
EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.
FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.
FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.
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Intellectual Property means 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.
Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.
Lead State means the State centrally administering any resulting Master Agreement(s).
Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.
Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.
Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.
Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.
NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. 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.
Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.
Order or Purchase Order means any accepted purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products, including any supporting material which the parties identify as incorporated either by attachment or reference (“Supporting Material”). Supporting Material may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, and statements of work (“SOW”), published warranties and service level agreements, and may be available to Purchasing Entity in hard copy or by accessing a designated Contractor website. Supporting Material shall be made available to Purchasing Entities for review prior to issuance of an Order and shall meet or exceed the terms and warranties set forth in this Master Agreement.
Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
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Participating Entity means 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.
Participating State means a state that has executed a Participating Addendum.
Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.
Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.
Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.
Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.
Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.
Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.
Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.
Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.
Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, pre- implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.
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EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.
Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.
Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract
Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.
Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.
Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.
Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.
Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.
Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.
Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.
Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.
Term of the Master Agreement.
The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.
The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.
Amendments. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as
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required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.
Participants and Scope.
Canadian Participation. Intentionally deleted.
Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The 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. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and 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.
Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to 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.
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. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. 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 data bases.
NASPO and NASPO ValuePoint are not parties to the Master Agreement.
Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating 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 in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.
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Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). 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.
Individual Customers. Except to the extent modified by a Participating Addendum, 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, 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.
Independent Contractor. The Contractor is an independent contractor. Contractor shall have 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 agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.
Contracting Personnel. Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.
Changes in Contractor Representation. The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld. The Contractor agrees to 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.
Contractor Verification. The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.
Contractor Performance Meeting. An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.
All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.
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Laws and Regulations. Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement. Products and services provided under these terms are for Participating Entity’s internal or governmental use and not for further commercialization.
Price and Rate Guarantee Period. All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.
Premium Savings Package Program. The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.
Services. Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.
Ordering.
Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.
Purchasing Entities may define entity 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.
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 or services contemplated by this Master Agreement.
Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.
Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
All Orders pursuant to this Master Agreement, at a minimum, shall include:
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The service description or supplies being delivered;
The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative;
The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered;
The Master Agreement identifier; and
Statement of Work, when applicable.
All communications concerning administration of Orders placed shall 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.
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. Contractor is reminded that 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.
Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to 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 otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, 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.
Trade-In. Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State. Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.
Shipping and Delivery.
The prices are the delivered price to any Purchasing Entity for standard 3-5 business days transportation for shipping with commercially reasonable efforts to deliver within 30 business days, except for situations out of Contractor’s control. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre- paid, with all standard transportation and handling charges paid by the Contractor. Risk of loss or damage for Products shall remain with the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Final inspection and acceptance shall be in accordance with section 19.c., Product Acceptance. Any order for less than the
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specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase 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 promptly notify the Purchasing Entity placing the Order.
All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and contract number or other information sufficient for the Purchasing Entity to properly identify the shipment if outlined in the Participating Addendum of the Purchasing Entity.
Inspection and Acceptance.
Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for Inspection and Acceptance, this section governs.
Facilities Inspection. 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, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. The parties agree that Lead State or other Participating or Purchasing Entity will not be permitted access to any areas involved in research and development or that contain confidential, proprietary or trade secret documents/information prior to agreement of confidentiality terms and conditions. Inspections shall be performed at Lead State’s or other Participating or Purchasing Entity’s cost during normal business hours in a manner to minimize disruption to Contractor’s business. The parties shall agree to appropriate confidentiality terms and conditions before access to premises is given, and Lead State or other Participating or Purchasing Entity shall promptly provide Contractor with a copy of the results of the inspection, which will be deemed Contractor’s Confidential Information.
Product Acceptance. Upon delivery, the Purchasing Entity shall have 30 calendar days to inspect to determine if the Products meet Contractor’s specifications (“Specifications”). Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use.
The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. The warranty period shall begin upon delivery to the Purchasing Entity.
Services Acceptance. Services are performed using generally recognized commercial practices and standards. If any services do not conform to contract requirements, the Purchasing Entity agrees to provide prompt notice, and Contractor will 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, may cancel or modify the Order to remove the nonconforming services, and shall be refunded any amounts paid for the nonconforming services.
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Acceptance Testing. Acceptance Testing means the process for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and/or required for the purchase. Acceptance testing terms will be mutually agreed, in writing and included in an Order or Statement of Work. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail.
Title of Product. Title for hardware Products will pass upon delivery to Purchasing Entity or its designee, free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows:
To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a duly executed contract.
Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor.
Ownership. No transfer of ownership of any intellectual property will occur under this Agreement or any Participating Addenda. Purchasing Entity grants Contractor a non-exclusive, 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 (excluding Products and Services) are created by Contractor specifically for Purchasing Entity and identified as such in Supporting Material, Contractor hereby grants Purchasing Entity a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies of the Deliverables internally. The Contractor shall be responsible for ensuring that the license is consistent with any third-party rights in the Pre- existing Intellectual Property.
Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
Warranty.
All Contractor-branded Products are covered by Contractor’s limited warranty statements that are provided with the Products or otherwise made available. Hardware Product warranties begin on the date of delivery or if applicable, upon completion of Contractor installation, or (where Purchasing Entity delays Contractor installation) at the latest 30 days from the date of delivery.
For third-party Products sold by Contractor that are not Contractor-branded, the Contractor sells the third-party Products “AS IS” with the manufacturer’s or publisher’s standard warranty, software license, support, and maintenance terms. The Contractor will provide warranty, support, and maintenance call numbers and assist the Purchasing Entity to engage the manufacturer or publisher for warranty, support, and maintenance issues.
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When Contractor receives a valid warranty claim for an Contractor-branded hardware or software Product, Contractor will either repair the relevant defect or replace the Product. If Contractor is unable to complete the repair or replace the product within a reasonable time, Participating Entity will be entitled to a full refund upon the prompt return of the product to Contractor (if hardware) or upon written confirmation by Participating Entity that the relevant software Product has been destroyed or permanently disabled. Contractor will pay for shipment of repaired or replaced products to Purchasing Entity and shipment of items returned to Contractor under this section.
Services with Deliverables. If Supporting Material for services defines specific deliverables (non-products or services), Contractor warrants those deliverables will conform materially to their written specifications for 30 days following delivery. If Customer notifies Contractor of such a non-conformity during the 30-day period, Contractor will promptly remedy the impacted deliverables or refund to Customer the fees paid for those deliverables and Customer will return those deliverables to Contractor.
Eligibility. Contractor’s service, support and warranty commitments do not cover claims resulting from:
improper use, site preparation, or site or environmental conditions or other non-compliance with applicable Supporting Material;
Modifications or improper system maintenance or calibration not performed by Contractor or authorized by Contractor;
failure or functional limitations of any non-Contractor software or product impacting systems receiving Contractor support or service;
malware (e.g. virus, worm, etc.) not introduced by Contractor; or
abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Participating Entity, or other causes beyond Contractor’s control.
g. This Agreement states all remedies for warranty claims. To the extent permitted by law, Contractor disclaims all other warranties. Nothing in this section shall modify Contractor’s obligations regarding, or liability for, intellectual property infringement.
System Failure or Damage. In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
Payment. Payment after Acceptance is normally made within 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, Order, or otherwise prescribed by applicable law.
Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.
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Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.
Leasing or Alternative Financing Methods. Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.
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.
Self Audit. The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted. For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.
Assignment/Subcontracts.
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.
The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. 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.
Insurance.
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 the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance 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.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
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;
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Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity 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.
Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.
During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor provide evidence of coverage that meets the requirements of this Section. 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.
Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
Administrative Fees.
The 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 shall 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.
The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
NASPO ValuePoint Reports
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, including Orders invoiced to Participating Entity (“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
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amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.
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.
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.
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 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 Offeror’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.
e. 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.
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.
Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to 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 qualifying entities can participate in the Master Agreement.
Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within 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 contract offer as available in the Participating Entity.
Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.
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Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.
Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if 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 award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.
Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements 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. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.
Right to Publish. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public 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. The Contractor shall not make any representations of NASPO ValuePoint’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. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.
Records Administration and Audit.
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 shall adequately reflect performance and administration of payments and fees. Once every twelve (12) months with ten (10) business days’ written notice, 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 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. Any inspector or auditor acting on behalf of the Lead State, Participating Entity, or Purchasing Entity shall comply with the confidentiality terms of this Master Agreement. This right shall 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 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.
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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.
The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
The disclosure of records to Participating States relating to Participating Addenda and Orders placed against the Master Agreement shall be governed by the laws of the Participating State/Participating Entity that placed the Order.
Unless prohibited by applicable law, in no event will Contractor be required to provide Lead State, Participating Entity, or Purchasing Entity or any party’s auditor with access to Contractor’s internal Products/Services labor or cost data, or data related to employees or other customers of Contractor unless such data is required to be provided by this Master Agreement or is necessary to confirm Contractor’s compliance with this Master Agreement.
Audits shall be performed at the expense of Lead State, Participating Entity, or Purchasing Entity during normal business hours in a manner to minimize disruption to Contractor’s business, and Lead State, Participating Entity, or Purchasing Entity shall promptly provide Contractor with a copy of the results of the audit. Notwithstanding the previous, if the audit results in a finding of Contractor’s material noncompliance with the terms of this Master Agreement, a Participating Addendum, or Order, Contractor shall reimburse the auditing party for the costs of the audit.
Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including defense costs settlement amounts, court-awarded damages, (as well as reasonable attorney’s fees and court costs), and third- party costs incurred by Indemnified Party at the request of Contractor in connection with the defense of the claim, to the extent arising from Contractor’s willful misconduct or negligence. Contractor’s defense of such claims is subject to Indemnified Party’s prompt notification of Contractor of such claims, cooperation with Contractor in the defense of the claims, and granting Contractor sole defense of such claims.
“Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.
The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.
Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that alleges that a Contractor-branded Product or Service as supplied under this Agreement infringes upon the intellectual property rights of a third party. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees.
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If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue, modify the Product or Service, or replace the allegedly infringing Product with one that is at least functionally equivalent to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law.
Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Unauthorized use of the Product, Service, deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.
This Paragraph 34.b of Exhibit A shall also apply to deliverables (excluding Products and Services) identified as such in the relevant Supporting Material except that Contractor is not responsible for claims resulting from deliverables content or design provided by Purchasing Entity.
Limitations of Liability
The Parties agree that neither Contractor nor the Indemnified Party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special costs or damages.
Contractor’s liability is limited to the greater of (i) the aggregate annual value amount of all fees paid to the Contractor by the Purchasing Entity under this Master Agreement; and (ii) ten million dollars and no cents ($10,000,000.00). Subsections (i) and (ii) are limited to direct damages as a result of a claim arising under this Agreement. This limit on liability does not limit either party’s liability for claims for bodily injury or death caused by its negligence, acts of fraud, willful repudiation of the Agreement, nor any liability which may not be excluded or limited by applicable law.
Reserved.
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.
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 this transaction (contract) 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.
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Governing Law and Venue.
The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
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 for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.
Confidentiality, Non-Disclosure, and Injunctive Relief.
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. 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”). 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. 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.
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. 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. 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. 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 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.
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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.
Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in 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.
Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as 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 Paragraph 33 of Exhibit A. 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.
Personal Information. Each party shall comply with their respective obligations under applicable data protection legislation. Contractor does not intend to receive, maintain, process, transmit, or have access to personally identifiable information (“PII”) of Purchasing Entity in providing Services.
Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.
Cancellation. Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall 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 as set forth in Paragraph 44 of Exhibit A.
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, or war, as well as restrictions imposed by a public health agency which unforeseeably and substantially inhibit Contractor’s ability to deliver Product or other deliverables under this Master Agreement, which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.
Defaults and Remedies.
The occurrence of any of the following events shall be an event of default under this Master Agreement:
Nonperformance of contractual requirements; or
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A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or
Institution of proceedings under any bankruptcy, insolvency, court-ordered 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
Any default specified in another section of this Master Agreement.
Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar 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 crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.
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:
Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and
Impose liquidated damages as provided in this Master Agreement; and
Suspend Contractor from being able to respond to future bid solicitations; and
Suspend Contractor’s performance.
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 a Purchase 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. In addition, Purchasing Entity may withhold payment for any Order affected by Contractor’s default until the default is remedied.
Contractor may terminate this Agreement, on written notice if the Lead State fails to meet any material obligation and fails to remedy the breach within 30 calendar days of Contractor providing written notice of the default that identifies the nature of the default. Contractor may terminate a Participating Addendum, on written notice if the Participating Entity fails to meet any material obligation and fails to remedy the breach within 30 calendar days of Contractor providing written notice of the default that identifies the nature of the default. If the Lead State becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or
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receivership or asset assignment, Contractor may terminate this Agreement any unfulfilled obligations under this Agreement. If the Participating Entity becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, Contractor may terminate that Participating Entity’s Participating Addendum and cancel any unfulfilled obligations under that Participating Addendum.
Contractor may suspend or cancel performance of open Orders or Services if Purchasing Entity fails to pay any undisputed payment when due.
Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the 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 shall 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, Participating Addendum, or Purchase Order.
Notices. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:
Lead State:
Elizabeth Randa, Acquisition Management Specialist 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 elizabeth.randa@state.mn.us
Contractor:
Chief Legal Officer 1501 Page Mill Road Palo Alto, CA 94304-1126
With a Copy To: Debra Lee, Public Sector Contract Management Director 10300 Energy Drive Spring, Texas 77389 debra.lee@hp.com
No Waiver of Sovereign Immunity. In no event shall this Master Agreement, any Participating Addendum or any 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.
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mailto:elizabeth.randa@state.mn.us mailto:debra.lee@hp.com
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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.
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Exhibit B: Minnesota Terms and Conditions
Change Requests. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.
In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.
Product and Service Schedule (PSS).
Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.
Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.
Maintaining the PSS.
In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.
Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS.
b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs and post links on their dedicated NASPO ValuePoint website for the historical records.
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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
Purchase Orders. There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.
Risk of Loss or Damage. The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.
Payment Card Industry Data Security Standard and Cardholder Information Security. Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any), which are in scope for Contractor’s PCI Compliance Reporting to its Acquiring Banks, comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.
Foreign Outsourcing of Work. Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.
State Audits (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.
Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053). If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when
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such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.
Human Rights/Affirmative Action. The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.
Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.
Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552 5000.3559.
Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
(b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.
(e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.
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Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.
Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
Equal Pay Certification. If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.
Reserved.
Nonvisual Access Standards. Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:
That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means;
That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact;
That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.
Accessibility Standards. Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.
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When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.
Conflict Minerals. Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).
See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances. To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.
Copyrighted Material Waiver. The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
Publicity. The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.
Performance While Dispute is Pending. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.
Organizational Conflicts of Interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State;
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the Contractor’s objectivity in performing the work is or might be otherwise impaired; or
the Contractor has an unfair competitive advantage.
The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:
By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.
The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.
The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.
The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.
The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred,
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suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.
The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Government Data Practices. The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.
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Survivability. Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees. Purchase Orders, software licenses, warranties, Statements of Work, and service agreements that were entered into under the terms and conditions of the Agreement shall survive the expiration, cancellation, or termination of this Agreement.
Severability. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.
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Exhibit C: Requirements
Contractor Verification. Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Warranty and Maintenance. Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
Website. Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
Designated Baseline Price List(s) (e.g., MSRP, List, or Education)
Product and Service Schedule (PSS)
Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
Service options and service agreements available on the contract. Please refer to Paragraph 5. Contact information for order placement, service concerns (warranty and maintenance), problem
reporting, and billing concerns
Sales representatives for participating entities
Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.
Desirable Specifications:
Purchase order tracking
Information on accessibility and accessible products
Signed Master Agreement Online ordering capability with the ability to remember multiple ship to locations (if applicable to product)
List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.
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Environmental Certifications. Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.
EPEAT Registration. Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.
Third-Party Products. Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.
Partner Utilization. If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners. Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3). Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US states
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are not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same. Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.
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Exhibit D: Pricing Schedule
Exhibit D will include the pricing schedule, as negotiated by the parties.
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Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)
CONTROL SET
Master Agreement: 23011
Contractor Name: HP Inc.
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
Band 3: Servers and Storage
Band Category
Code Category Description
Discount off Baseline List
1 1B Band 1 - Minimum Discount 13.0%
1 1B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0%
1 1B-2 Desktops Mid-Range 23.0%
1 1B-3 Desktops High-End 23.0%
1 1B-4 Retail Solutions 18.0%
1 1B-5 Desktop CTO (Configure To Order) Systems 18.0%
1 1B-6 Desktop CTO configure to order system bundled in one customer part
number 18.0%
1 1B-7 Desktop Options and Accessories 21.0%
1 1B-8 Entry / Value Workstations 24.0%
1 1B-9 Mid-Range Workstations 24.0%
1 1B-10 High-End Workstations 26.0%
1 1B-11 Workstation CTO (Configure To Order) Systems 24.0%
1 1B-12 Workstation CTO configure to order system bundled in one customer part
number 24.0%
1 1B-13 Workstation Options and Accessories 24.0%
1 1B-14 Thin Clients 18.0%
1 1B-15 Thin Client Options and Accessories 18.0%
1 1B-16 Chromebook 1.0%
1 1B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%
1 1B-18 Entry Level Tablets 20.0%
1 1B-19 Ultra-light & Tablet PCs 23.0%
1 1B-20 Mid-Range Tablets 21.0%
1 1B-21 Entry-Level Notebooks 17.0%
1 1B-22 Value Notebooks 13.0%
1 1B-23 Mid-Range Notebooks, ProBook Series 21.0%
1 1B-24 Notebook High-End and workstation mobility 24.0%
1 1B-25 Notebook & Tablet PC CTO Modules 21.0%
1 1B-26 Notebook & Tablet Options and Accessories 21.0%
1 1B-27 Notebook Accessories - Education Software 30.0%
1 1B-28 All HP Smart Buys/Promotions/Specials 1.0%
1 1B-29 Peripherals All HP Commercial Monitors 20.0%
1 1B-30 Peripherals Monitor Options and Accessories 20.0%
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Exhibit D: Price Schedule
Band Category
Code Category Description
Discount off Baseline List
1 1B-31 Peripherals All HP Printers including, but not limited to All-in-One,
Multifunction, LaserJet, Inkjet, Large Format Printer Models 28.0%
1 1B-32 Peripherals All HP Scanners 28.0%
1 1B-33 Peripherals All Printer and Scanner Options & Accessories 28.0%
1 1B-34 Peripheral LaserJet cartridges 25.0%
1 1B-35 Peripherals InkJet cartridges 20.0%
1 1B-36 Peripherals DesignJet Ink/Cartridges 23.0%
1 1B-37 Peripherals Access Control for Print 28.0%
1 1B-38 All Peripheral Smart Buys/Promotions/Specials 1.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.0%
1 1T-1 APC 15.0%
1 1T-2 All Third Party Hardware 10.0%
1 1T-3 All Third Party Software 5.0%
2 2B Band 2 - Minimum Discount 13.0%
2 2B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0%
2 2B-2 Desktops Mid-Range 23.0%
2 2B-3 Desktops High-End 23.0%
2 2B-4 Retail Solutions 18.0%
2 2B-5 Desktop CTO (Configure To Order) Systems 18.0%
2 2B-6 Desktop CTO configure to order system bundled in one customer part
number 18.0%
2 2B-7 Desktop Options and Accessories 21.0%
2 2B-8 Entry / Value Workstations 24.0%
2 2B-9 Mid-Range Workstations 24.0%
2 2B-10 High-End Workstations 26.0%
2 2B-11 Workstation CTO (Configure To Order) Systems 24.0%
2 2B-12 Workstation CTO configure to order system bundled in one customer part
number 24.0%
2 2B-13 Workstation Options and Accessories 24.0%
2 2B-14 Thin Clients 18.0%
2 2B-15 Thin Client Options and Accessories 18.0%
2 2B-16 Chromebook 1.0%
2 2B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%
2 2B-18 Entry Level Tablets 20.0%
2 2B-19 Ultra-light & Tablet PCs 23.0%
2 2B-20 Mid-Range Tablets 21.0%
2 2B-21 Entry-Level Notebooks 17.0%
2 2B-22 Value Notebooks 13.0%
2 2B-23 Mid-Range Notebooks, ProBook Series 21.0%
2 2B-24 Notebook High-End and workstation mobility 24.0%
2 2B-25 Notebook & Tablet PC CTO Modules 21.0%
2 2B-26 Notebook & Tablet Options and Accessories 21.0%
2 2B-27 Notebook Accessories - Education Software 30.0%
2 2B-28 All HP Smart Buys/Promotions/Specials 1.0%
2 2B-29 Peripherals All HP Commercial Monitors 20.0%
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Exhibit D: Price Schedule
Band Category
Code Category Description
Discount off Baseline List
2 2B-30 Peripherals Monitor Options and Accessories 20.0%
2 2B-31 Peripherals All HP Printers including, but not limited to All-in-One,
Multifunction, LaserJet, Inkjet, Large Format Printer Models 28.0%
2 2B-32 Peripherals All HP Scanners 28.0%
2 2B-33 Peripherals All Printer and Scanner Options & Accessories 28.0%
2 2B-34 Peripheral LaserJet cartridges 25.0%
2 2B-35 Peripherals InkJet cartridges 20.0%
2 2B-36 Peripherals DesignJet Ink/Cartridges 23.0%
2 2B-37 Peripherals Access Control for Print 28.0%
2 2B-38 All Peripheral Smart Buys/Promotions/Specials 1.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.0%
2 2T-1 APC 15.0%
2 2T-2 All Third Party Hardware 10.0%
2 2T-3 All Third Party Software 5.0% S Custom Services 10.0% S HP Care Pack Services 24.0% S HP Care Pack Services Smart Buys (promotions/specials) 1.0% S Prebuilt standard HP Image Load & Consulting 10.0% S HP standard Asset Tags 10.0% S Value Added Logistics 10.0% S Onsite Deployment/Installation 10.0% S HP Proactive Management Solutions 10.0% S HP Proactive Security Solutions 10.0% S HP Device Recovery Services 10.0%
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Exhibit D: Price Schedule Discount Structure
Master Agreement: 23011
Contractor Name: HP Inc.
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website
Band 1: Personal Computer Equipment (Windows OS)
Band Category
Code Category Description
Discount off Baseline List
1 1B Band 1 - Minimum Discount 13.0%
1 1B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0%
1 1B-2 Desktops Mid-Range 23.0%
1 1B-3 Desktops High-End 23.0%
1 1B-4 Retail Solutions 18.0%
1 1B-5 Desktop CTO (Configure To Order) Systems 18.0%
1 1B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
1 1B-7 Desktop Options and Accessories 21.0%
1 1B-8 Entry / Value Workstations 24.0%
1 1B-9 Mid-Range Workstations 24.0%
1 1B-10 High-End Workstations 26.0%
1 1B-11 Workstation CTO (Configure To Order) Systems 24.0%
1 1B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
1 1B-13 Workstation Options and Accessories 24.0%
1 1B-14 Thin Clients 18.0%
1 1B-15 Thin Client Options and Accessories 18.0%
1 1B-16 Chromebook 1.0%
1 1B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%
1 1B-18 Entry Level Tablets 20.0%
1 1B-19 Ultra-light & Tablet PCs 23.0%
1 1B-20 Mid-Range Tablets 21.0%
1 1B-21 Entry-Level Notebooks 17.0%
1 1B-22 Value Notebooks 13.0%
1 1B-23 Mid-Range Notebooks, ProBook Series 21.0%
1 1B-24 Notebook High-End and workstation mobility 24.0%
1 1B-25 Notebook & Tablet PC CTO Modules 21.0%
1 1B-26 Notebook & Tablet Options and Accessories 21.0%
1 1B-27 Notebook Accessories - Education Software 30.0%
1 1B-28 All HP Smart Buys/Promotions/Specials 1.0%
1 1B-29 Peripherals All HP Commercial Monitors 20.0%
1 1B-30 Peripherals Monitor Options and Accessories 20.0%
1 1B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
1 1B-32 Peripherals All HP Scanners 28.0%
1 1B-33 Peripherals All Printer and Scanner Options & Accessories 28.0%
1 1B-34 Peripheral LaserJet cartridges 25.0%
1 1B-35 Peripherals InkJet cartridges 20.0%
1 1B-36 Peripherals DesignJet Ink/Cartridges 23.0%
1 1B-37 Peripherals Access Control for Print 28.0%
1 1B-38 All Peripheral Smart Buys/Promotions/Specials 1.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.0%
1 1T-1 APC 15.0%
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Exhibit D: Price Schedule Discount Structure
Band Category
Code Category Description
Discount off Baseline List
1 1T-2 All Third Party Hardware 10.0%
1 1T-3 All Third Party Software 5.0%
Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category
Code Category Description
Discount off
Baseline List
2 2B Band 2 - Minimum Discount 13.0%
2 2B-1 Desktops Entry-Level & Specialty Desktops (includes AIO) 18.0%
2 2B-2 Desktops Mid-Range 23.0%
2 2B-3 Desktops High-End 23.0%
2 2B-4 Retail Solutions 18.0%
2 2B-5 Desktop CTO (Configure To Order) Systems 18.0%
2 2B-6 Desktop CTO configure to order system bundled in one customer part number
18.0%
2 2B-7 Desktop Options and Accessories 21.0%
2 2B-8 Entry / Value Workstations 24.0%
2 2B-9 Mid-Range Workstations 24.0%
2 2B-10 High-End Workstations 26.0%
2 2B-11 Workstation CTO (Configure To Order) Systems 24.0%
2 2B-12 Workstation CTO configure to order system bundled in one customer part number
24.0%
2 2B-13 Workstation Options and Accessories 24.0%
2 2B-14 Thin Clients 18.0%
2 2B-15 Thin Client Options and Accessories 18.0%
2 2B-16 Chromebook 1.0%
2 2B-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%
2 2B-18 Entry Level Tablets 20.0%
2 2B-19 Ultra-light & Tablet PCs 23.0%
2 2B-20 Mid-Range Tablets 21.0%
2 2B-21 Entry-Level Notebooks 17.0%
2 2B-22 Value Notebooks 13.0%
2 2B-23 Mid-Range Notebooks, ProBook Series 21.0%
2 2B-24 Notebook High-End and workstation mobility 24.0%
2 2B-25 Notebook & Tablet PC CTO Modules 21.0%
2 2B-26 Notebook & Tablet Options and Accessories 21.0%
2 2B-27 Notebook Accessories - Education Software 30.0%
2 2B-28 All HP Smart Buys/Promotions/Specials 1.0%
2 2B-29 Peripherals All HP Commercial Monitors 20.0%
2 2B-30 Peripherals Monitor Options and Accessories 20.0%
2 2B-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models
28.0%
2 2B-32 Peripherals All HP Scanners 28.0%
2 2B-33 Peripherals All Printer and Scanner Options & Accessories 28.0%
2 2B-34 Peripheral LaserJet cartridges 25.0%
2 2B-35 Peripherals InkJet cartridges 20.0%
2 2B-36 Peripherals DesignJet Ink/Cartridges 23.0%
2 2B-37 Peripherals Access Control for Print 28.0%
2 2B-38 All Peripheral Smart Buys/Promotions/Specials 1.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.0%
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Exhibit D: Price Schedule Discount Structure
Band Category
Code Category Description
Discount off Baseline List
2 2T-1 APC 15.0%
2 2T-2 All Third Party Hardware 10.0%
2 2T-3 All Third Party Software 5.0%
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Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23011
Contractor Name: HP Inc.
All Awarded Bands
1. Per Transaction Multiple Unit Discount(s)
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or
combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative
purchase.
The estimated additional Volume Discount pricing below may be available by contacting your HP Sales Representative. Be
sure to provide HP with your product selection/combination, quantities, timeline of purchase or any other additional
information in order to obtain these additional discounts. These discounts exclude HP Smart
Buy/Promotions/Specials/Chromebooks and some products within the category as determined by the OEM. (Competitive
volume pricing may be available for Chromebooks and product categories not listed, but additional discounts may vary.)
Category Min $ Single
Transaction
Max $ Single
Transaction Per Transaction Multiple Unit Discount
Desktops & Workstations $101,000.00 $1,000,000.00 10-15% off HP List Price (est.)
fixed price (Big Deal) volume offer
Desktops & Workstations > $1,000,000.00 no max 16-26% off HP List Price (est.)
fixed price (Big Deal) volume offer
Notebooks $101,000.00 $1,000,000.00 6-15% off HP List Price (est.)
fixed price (Big Deal) volume offer
Notebooks > $1,000,000.00 no max 16-19% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Tablets $101,000.00 $1,000,000.00 5-7% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Tablets > $1,000,000.00 no max 8-17% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Thin Clients $101,000.00 $1,000,000.00 12-21% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Thin Clients > $1,000,000.00 no max 22-27% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Monitors $101,000.00 $1,000,000.00 2-4% off HP List Price (est.)
fixed price (Big Deal) Volume offer
Monitors > $1,000,000.00 no max 5-7% off HP List Price (est.)
fixed price (Big Deal) Volume offer
DocuSign Envelope ID: FC6D91BD-9D7B-4A06-A7A3-84DBA6751B3B
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B
Exhibit D: Price Schedule Volume-Based Discounts
2. Cumulative Discount(s)
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by
all purchases made by Purchasing Entities for the duration of the Master Agreement.
After review and analysis of the cumulative purchases at the end of each year of the Master Agreement, if HP and NASPO
determine that the volumes are reached, these discounts will be passed directly to the Master Agreement based on the
Lead State approval for participants and procuring entities to utilize as additional cost savings on HP products. These
cumulative discounts are only potential for future potential minimum band discount or potential product services, as
determined by HP.
Contract Sales
Additional Discount
For a Product Series in
an Additional Category
Minimum Band
Discount Increase
$900,000,000.00 to
$1,000,000,000 1.0% 2.0%
$1,000,000,001 to
$1,200,000,000 2.0% 3.0%
$1,200,000,001 to $1,500,000,000
3.0% 4.0%
Over $1,500,000,000 4.0% 5.0%
3. Other Discount(s)
Additional discount(s) available.
Upon procuring agency request and proper coordination with the HP Account Manager, HP may offer an additional
discount or technology fee based on the agency request over the volume price for "Bulk Buy Purchases" for HP product
categories offered (excludes Chromebook/Smart Buys/Promotions/Specials) of HP-branded products during a pre-selected
time period (60-90 days). For example, if a procuring entity decides to do a one-time “Bulk Buy” for the purchase of 5,000
select configuration(s), the agency could qualify for a one-time additional discount or technology fee as mutually agreed
and negotiated with that specific procuring entity.
Bulk Purchase Threshold if applicable Additional Discount
5,000 to 10,000 units 5,000 to 10,000 PCs per Purchase Order
1.0%
10,001 or more units 5,000 to 10,000 PCs per Purchase Order
2.0%
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DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B
Exhibit D: Price Schedule Services
Master Agreement: 23011
Contractor Name: HP Inc.
Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands
Category Code Description of Service Percent Discount
S Custom Services 10.0%
S HP Care Pack Services 24.0%
S HP Care Pack Services Smart Buys (promotions/specials) 1.0%
S Prebuilt standard HP Image Load & Consulting 10.0%
S HP standard Asset Tags 10.0%
S Value Added Logistics 10.0%
S Onsite Deployment/Installation 10.0%
S HP Proactive Management Solutions 10.0%
S HP Proactive Security Solutions 10.0%
S HP Device Recovery Services 10.0%
Custom Services: (HP directly or approved Servicing Sub) Installation/de-installation, maintenance, support,
training, migration, and optimization of products offered or supplied under the Master Price Agreement.
These types of services may include, but are not limited to: warranty services, maintenance, installation, de-
installation, factory integration (software or equipment components), asset management, recycling/disposal,
training and certification, pre-implementation design, disaster recovery planning and support, service
desk/helpdesk, and any other directly related technical support service required for the effective operation
of a product offered or supplied.
HP Care Pack Services: Uplifted & extended warranties, installation, training and other related pre-built
standard services
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Exhibit D: Price Schedule Lease Rates
Master Agreement: 23011
Contractor Name: HP Inc.
All Awarded Bands
Optional: Lease Rates
Hewlett-Packard Financial Services Company offers the following lease options: (1) Fair Market Value/True Lease; (2) Tax
Exempt Tech Refresh; and (3) Tax Exempt Installment Sale (Lease Purchase).
Lease are provided on the PSS. Rates may be subject to change quarterly.
Fair Market Value/True Lease:
Tax Exempt Tech Refresh:
Tech Refresh is structured as a Tax-Exempt Installment Sale with an option on the last payment to return the equipment
(and acquire new) or make the payment and own the equipment outright. The standard offer calls for payments to be
made annually in advance, though additional structures may be tailored to accommodate budget restrictions. The final
(or option) payment is a set amount of the original purchase price of the equipment and is an estimate of the wholesale
value of the equipment at the time of the option. The balance of the cost is amortized over the term. The benefit is that
an entity is not locked into any one particular deal; it can purchase the equipment or return it and get new technology.
Other important elements of the Tech Refresh structure are listed below.
• There is only one refresh opportunity during the lease
• Lessee must be committed to acquire and lease similar equipment prior to exercising the option
• Tech Refresh is offered only as a Tax-Exempt Installment Sale structure
• The option cannot be exercised if an event of default has occurred and is continuing
• Lessee must provide an irrevocable written election of notice of its intent to refresh or purchase 3 months prior to
the refresh period. On the 48-month term the refresh point is month 36 which requires notification at month 33. On
the 60-month term the refresh point is month 48 which requires notification at month 45. Sample buyout goes into
effect if refresh option is not exercised.
For customers that want to lower their cost of using the equipment and retain maximum flexibility at the end of the
lease, Hewlett-Packard Financial Services Company offers a fair market value lease (also known as a true lease). This “pay-
as-you-go" structure helps you stretch your budget dollars to get the technology you need today. At the end of the lease
term, you have several options: 1) return the equipment without penalty; 2) renew the lease for a specified renewal term
at a negotiated lease payment amount; 3) purchase the equipment at its then fair market value; or 4) extend the original
term and continue to make the same periodic lease payments until you are ready to exercise one of the three previously
listed options. This plan may help customers avoid technology obsolescence and asset disposition costs.
Hewlett-Packard Financial Services Company does allow customers to enter into a month-to-month extension at the end
of each lease agreement if they find it necessary to maintain their existing leased equipment for longer than the original
lease timeframe. Hewlett-Packard Financial Services Company also has a package and shipping service that can be
incorporated into the lease contract upfront for returns of equipment at lease end. This service can be very valuable
when budgeting for your technology costs.
DocuSign Envelope ID: FC6D91BD-9D7B-4A06-A7A3-84DBA6751B3B
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Exhibit D: Price Schedule Lease Rates
Tax Exempt Installment Sale (Lease Purchase):
In a Tax-exempt Installment Sale structure, payments consist of both principal and interest, with the interest being
excludable from the Lessor’s gross income for Federal income tax purposes. During the term of the Lease the Concluding
Payment – primarily consisting of unpaid principal – declines as each Lease Payment is made and applied. Under this
structure Title typically passes to the Lessee at the Lease Acceptance and the Lessor files a security interest in the
equipment. Once the original base Lease Payments are made the Lessee owns the equipment free and clear.
DocuSign Envelope ID: FC6D91BD-9D7B-4A06-A7A3-84DBA6751B3B
DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23011
Contractor Name: HP Inc.
All Awarded Bands
in 30
in 15, Net 30
in 10, Net 30
Net 30
Other (specify):
X
DocuSign Envelope ID: FC6D91BD-9D7B-4A06-A7A3-84DBA6751B3B
Master Agreement Vendor Information Commodity Information STATE OF MAINE GENERAL TERMS AND CONDITIONS FOR GOODS AND/OR SERVICES UNDER BUYER PURCHASE ORDERS (BPOs) AND MASTER AGREEMENTS (MAs) Debarment, Performance, and Non-Collusion Certification Failure to provide this certification may result in the disqualification of the Bidder’s proposal, at the discretion of the Department. Recitals Contract Representations and Warranties Awarded Band(s) Configuration Dollar Limits Restrictions Authorized Representative Notices Exhibits Survival of Terms: Entire Agreement 1. Contractor The Contractor certifies that the appropriate person(s) have executed the Contract on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances.
2. State Agency With delegated authority
3. Commissioner of Administration As delegated to The Office of State Procurement
Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions Conflict of Terms/Order of Precedence. Definitions. Term of the Master Agreement. Amendments. Participants and Scope. Individual Customers. Independent Contractor. Contracting Personnel. Changes in Contractor Representation. Contractor Verification. Contractor Performance Meeting. Laws and Regulations. Price and Rate Guarantee Period. Premium Savings Package Program. Services. Ordering. Trade-In. Shipping and Delivery. Inspection and Acceptance. Title of Product. Warranty. System Failure or Damage. Payment. Leasing or Alternative Financing Methods. Contract Provisions for Orders Utilizing Federal Funds. Self Audit. Assignment/Subcontracts. Insurance. Administrative Fees. NASPO ValuePoint Reports NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review. Right to Publish. Records Administration and Audit. Indemnification Limitations of Liability Reserved. Debarment. Governing Law and Venue. Confidentiality, Non-Disclosure, and Injunctive Relief. Public Information. Cancellation. Force Majeure. Defaults and Remedies. Waiver of Breach. Notices. No Waiver of Sovereign Immunity. Exhibit B: Minnesota Terms and Conditions Product and Service Schedule (PSS). Purchase Orders. Risk of Loss or Damage. Payment Card Industry Data Security Standard and Cardholder Information Security. Foreign Outsourcing of Work. State Audits (Minn. Stat. § 16C.05, subd. 5). Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053). Human Rights/Affirmative Action. Equal Pay Certification. Reserved. Accessibility Standards. Conflict Minerals. Hazardous Substances. Copyrighted Material Waiver. Publicity. Performance While Dispute is Pending. Organizational Conflicts of Interest. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Government Data Practices. Survivability. Severability. Exhibit C: Requirements Warranty and Maintenance. Website. Environmental Certifications. EPEAT Registration. Third-Party Products. Partner Utilization. 2019 National Defense Authorization Act, Section 889(f)(3). Exhibit D: Pricing Schedule CONTROL SET Awarded Bands: 1. Per Transaction Multiple Unit Discount(s) 2. Cumulative Discount(s) 3. Other Discount(s) All Awarded Bands Optional: Lease Rates
2024-01-29T14:04:37-0800 Digitally verifiable PDF exported from www.docusign.com