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State of New Hampshire DEPARTMENT OF ADMINISTRATIVE SERVICES

25 Capitol Street - Room 100 Concord, New Hampshire 03301 (603) 271-3201 OCficeiSdas.nh.gov

Catherine A Keane

Charles M. Arlinghaus Deputy Commissioner Commissioner

Sheri L. Rockburn

Assistant Commissioner

February 21, 2024 His Excellency, Governor Christopher T. Sununu

and the Honorable Council

State House

Concord, New Hampshire 03301

REQUESTED ACTION

Authorize the Department of Administrative Services (DAS) to enter into a contract with HP inc. (VC#177852), Palo Alto, CA, in an amount up to and not to exceed $3,536,000 for computer equipment, peripherals & related ser\'ices through a Participating Agreement (PA) with the National Association of State Procurement Officials (NASPO) Value Point Master Agreement #2301 1, with the option to renew for up to an additional two years effective upon Governor and Executive Council approval through June 30, 2025.

Funding shall be provided through individual agency expenditures, none of which shall be permitted unless there are sufficient appropriated funds to cover the expenditure.

EXPLANATION

The Department of Administrative Services (DAS) reviewed and negotiated in collaboration with the Department of Justice (DOJ) for this requested State of New Hampshire participating agreement. This participating agreement is aligned with the master agreement set in place by NASPO and the lead state, Minnesota, through the cpmpetitive bidding process, sourcing vendors through the NASPO sourcing platform.

The State of Minnesota in partnership with NASPO ValuePoint has awarded cooperative Master Agreements for computer equipment, peripherals & related sendees. The Master Agreements allow participating entities that include but are not limited to states and local governments, to purchase computer hardware and associated accessories and services from competitively bid and awarded computer hardware manufacturers. Portfolio product offerings include Windows and non-Windows desktops, laptops and tablets, and senders and storage devices. This participating agreement is aligned with the master agreement set in place by NASPO and the lead stale, Minnesota, through the competitive bidding process for RFP 29720, which received a total of 28 proposals and awarded contracts to 23 suppliers. Originally awarded September 7, 2023, this Master Agreement expires June 30, 2025, with the possibility of a 3-year renewal until June 30, 2028. The DAS has already received Governor & Executive Council

His Excellency, Governor Christopher T. Sununu and the Honorable Council

Page 2 of 3

approval to contract through the Dell NASPO MA for the Computer Equipment, Peripherals & Related Services, Item #127, dated October 18, 2023, and is requesting State of New Hampshire participation through this PA for HP Inc, as well as Hewlett Packard Enterprise, Lenovo, Pure Storage, and Apple Inc.

The State of New Hampshire's current PA for NASPO ValuePoint HP Brand computer equipment, peripherals & related services MNNVP-133 expires on January 31, 2024. The requested contract resulting from this PA will provide substantial cost savings for all State agencies, NH universities, municipalities, and other authorized entities. Direct contracts with brand computer resellers were considered, request for information (RFl) results show that direct contracts could not leverage the multislate buying power with increased cost savings that the NASPO ValuePoint Master Agreements provide. The NASPO Participating Agreements will empower agencies to take advantage of discounts per unit as well as cost savings for bulk orders. To further confirm best pricing for agencies, request for quotes (RFQ's) will be issued to all resellers for each purchase under this requested contract.

The Bureau of Purchase and Property, in collaboration with the Department of Information Technology, issued a request for information (RFl) 2024-368 on July 21, 2023, with responses due on August 07, 2023. This RFl reached 318 vendors through the NIGP electronic sourcing platform with an additional 9 directly sourced. 4 informational responses were received. Upon review of the submissions, it was determined that NASPO pricing would provide the State of New Hampshire with the best pricing in regards to the state's annual HP Computer needs.

While there is no recorded spend for the current NASPO HP PA and statewide contract for the prior fiscal year, DolT is now planning on adding HP products to the IT Standards listing. The Department of Health and Human Services and the Liquor Commission DolT agency technicians report anticipated near future HP purchases for ongoing IT projects already in process. DolT Bureau of Finance and Administration has calculated proposed yearly spend for HP Products to be $1,600,000. Accounting for inflation and overall market price fluctuations, as well as advances in technology requirements, a 2-year contract term is requested at $3,536,000. With the average NASPO applied discount of 20%, the State forecasts to save approximately $707,200 over the 2 year contract term.

■ ' Contract financials

Projected annual spend for HP Computer Hardware $1,600,000

Contract limitation requested for contract term $3,536,000

Forecasted yearly cost avoidance achieved with contracting on NASPO PA

$707,200 (or 20%)

TDD .-XCCE-SS: KKL-\Y NH 1-800-7H.5.29G I

His Excellency, Governor Christopher T. Sununu and the Honorable Council

Page 3 of 3

Based on the foregoing, I am respectfully recommending approval of the contract with HP Inc.

Respectfully submitted,

Charles M. Arlinghaus Commissioner

TDD ACCESS: RELAY NH 1-800-735-2964

STATE OF NEW HAMPSHIRE DEPARTMENT OF INFORMATION TECHNOLOGY

27 Hazen Dr., Concord, NH 03301

Fax: 603-27M516 TDD Access: 1-800-735-2964

wwvv.nh.gov/doit

Denis Goulet

Commissioner

Januar>' 3, 2024

Charles M. Arlinghaus, Commissioner Department of Administrative Services Slate of New Hampshire

25 Capitol Street - Room 100 Concord, NH 03301

Dear Commissioner Arlinghaus:

This letter represents formal notification that the Department of Information Technology (DolT) has approved your agency's request to enter into a Participating Agreement with HP Inc., as described below and referenced as DolT No. 2024-064.

The purpose of this request is to provide statewide computer equipment, peripherals, and related services.

The Total Price Limitation will be $3,536,000, effective upon Governor and Executive Council approval through June 30, 2025.

A copy of this letter must accompany the Department of Administrative Services' submission to the Governor and E-xecutive Council for approval.

Sincerely,

Denis Goulet

DG/jd DolT #2024-064

cc: Rebecca Bolton, IT Manager

"Innovative Technologies Today for New Hampshire's Tomorrow"

Division of Procurement Support Services

Bureau of Purchase Property

RFI Summary

Gary S. Lunetta

Director

(603) 271-2201

Bid Description Request for Information Relative to the Process of Computer Equipment i> Peripherals

RFI# RFI 2024-368

Agent Name Corrine Tatro

Product Description j

HP HPE DELL

Submitted

Olscount%

Discount of

Baseline List'

w/NASPO PA

Submitted

Dlscount%

Discount of

Baseline List

w/NASPO PA

Submitted

DIscountVo

Discount of

Baseline List

w/NASPO PA

Personal Computing Devices Windows Operating Systems: Desktops, Laptops,

and Tablets

1% to 30%

(Quantity 1) 1% to 30% N/A N/A

;noesnopser- 5.5-18%

Personal Computing Devices Non-Windows Operating Systems: Desktops,

Laptops, and Tablets

1% to 30%

(Quantity 1) 1% to 30% N/A N/A 5.5-18%

Servers and Storage N/A N/A 'recommend

NASPO 0-27% 5.5-18%

1

• Recommendation Summary I

Statewide Contract or Amendment Contract

Term of Contract 3 yrs

Price Limitation Variable

Number of Responses Received 4

Number of Sourced bidders 9

Number of NIGP Vendors Sourced 318

Number of non-responsive bidders 323

Expiring Contract Price Limitation Variable

Special Notes: *non-comp]iant: resellers bid % discount following markup **non-response manufacturers default to NASPO best pricing

Page 1/2

Division of Procurement Support Services

Bureau of Purchase Property

RFI Summary

Gary S. Lunetta

Director

(603) 271-2201

} CBTS TransCorIT

Submitted

' Dlscount%

' Discount of

Baseline List

w/NASPOPA

Submitted

DIscountVo

Discount of

Baseiine List

w/NASPO PA

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Page 2/2

DEPARTMENT OF

ADMINISTRATION STATE PROCUREMENT

June 6, 2023

RE: Minnesota NASPO ValuePoint Request for Proposal for Computer Equipment

To All Responders:

This letter is regarding the solicitation issued by the State of Minnesota, Department of Administration,

Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint to establish

Minnesota NASPO ValuePoint Master Agreement(s) for Computer Equipment (Desktops, Laptops,

Tablets, Servers, and Storage, including related Peripherals & Services) (Solicitation 29720). Solicitation

29720 opened on March 18, 2021.

The scoring has been completed and the following companies have been offered an award:

A. Negotiations are complete and execution of a Master Agreement is pending for the following

companies:

Band 1, Personal Computer Devices - Windows Operating Systems: Durabook Americas, Inc.;

Howard Technology Solutions; Transource Services Corp

Band 2, Personal Computer Devices - Non-Windows Operating Systems: Apple Inc

Band 3, Servers and Storage: New Tech Solutions, Inc.; Pure Storage, Inc.; Quantum Corporation;

Transource Services Corp.

B. Negotiations are ongoing with the following companies:

Band 1, Personal Computer Devices - Windows Operating Systems: Ace Computers; Acer

America Corporation; Dell Inc.; Dynabook Americas, Inc.; Getac, Inc.; HP Inc.; Lenovo (United

States) Inc.; Microsoft Corporation; Panasonic Connect North America, Division of Panasonic

Corporation of North America; Zebra Technologies International, LLC

Band 2, Personal Computer Devices - Non-Windows Operating Systems: Ace Computers; Acer

America Corporation; Dell Inc.; HP Inc.; Lenovo (United States) Inc.; Panasonic Connect North

America, Division of Panasonic Corporation of North America;

Band 3, Servers and Storage: Ace Computers; Dell Inc; Hewlett Packard Enterprise; Hitachi

Vantara LLC; IBM Corporation; Lenovo Global Technology (United States) Inc.; Oracle America,

Inc.; NetApp, Inc.

Department of Administration | Office of State Procurement

112 Administration Building, 50 Sherburne Avenue, Saint Paul, MN 55155

651-201-3122 I Elizabeth.RandaOstate.mn.us | mn.gov/admin/osD

Thank you for your response to this solicitation.

Sincerely,

Elizabeth Randa

Acquisition Management Specialist

Page 2 of 2

Minnesota NASPO RFP for Computer Equipment Summary Scores for Band 1

Phase 2, Step 1

Product

Deployment Ability to Perform TOTAL SCORE % Highest Score

Possible Points 200.00 800.00 1000.00

HP Inc 143.92 627.50 771.42 100.00%

Dell 137.33 575.00 712.33 92.34%

Acer 117.33 593.75 711.08 92.18%

Getac 115.25 544.17 659.42 85.48%

Microsoft 103.33 535.83 639.17 82.86%

Panasonic 107.75 530.00 637.75 82.67%

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Transource 105.25 527.92 633.17 i 82.08% c o a

Dynabook 108.17 516.67 624.83 81.00%

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Durabook 96.17 525.00 621.17 80.52%

Lenovo 104.00 510.83 614.83 79.70%

Zebra Technologies 100.08 478.33 578.42 74.98%

Ace 81.00 485.42 566.42 73.43%

Howard 46.67 428.75 475.42 61.63%

Detel 33.33 331.25 364.58 . 47.26%

Sumuri withdrew response n/a n/a

DOCUMENTATION

The Evaluation Team determined that for the purposes of Phase 2, Step 1 of the evaluation process, that

responders with a score of at least 60% of the highest score within that Band would advance to the next

evaluation phase. For Band 1, Responder Detel's score did not cross the established threshold, and will not be

advancing to Phase 2, Step 3 of the evaluation process.

Minnesota NASPO RFP for Computer Equipment Summary Scores for Band 2

Phase 2, Step 1

Product

Deployment Ability to Perform TOTAL SCORE % Highest Score

Possible Points 200.00 ■ 800.00- 1000.00

Acer 124.17 582.50 706.67 100.00%

Dell 98.92 578.33 677.25 95.84%

HP Inc. 103.00 552.50 655.50 92.76%

M W

Panasonic 107.75 527.50 635.25 89.89% 0) TJ C

Getac 99.92 507.92 607.83 86.01% o a,

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Lenovo 100.75 503.33 604.08 85.48%

Zebra Technologies 96.33 475.83 572.17 80.97%

Ace 69.58 465.83 535.42 "75.77%

Apple 73.33 ■ 368.33 441.67 62.50%

Detel 33.33 328.75 362.08 51.24%

DOCUMENTATION

The Evaluation Team determined that for the purposes of Phase 2, Step 1 of the evaluation process, that ,

responders with a score of at least 60% of the highest score within that Band would advance to the next

evaluation phase. For Band 2, Responder Detel's score did not cross the established threshold, and will not be

advancing to Phase 2, Step 3 of the evaluation process.

V

Minnesota NASPO RFP for Computer Equipment Summary Scores for Band 3

Phase 2, Step 1

Product

Deployment Ability to Perform TOTAL SCORE % Highest Score

Possible Points 200.00 800.00 1000.00

NetApp iso.'so 587.50 738.00 100.00%

Dell 114.75 581.25 696.00 94.31%

HPE 114.42 577.50 691.92 93.76%

Oracle 114.00 562.08 676,08 91.61%

Transource 97.58 537.92 635.50 86.11%

Nutanix 109.33 511.25 620.58 84.09%

Lenovo Global 87.00 500.83 587.83 79.65%

Hitachi Vantara 66.67 509.58 576.25 78.08%

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PureStorage 83.83 485.83 569.67 77.19%

c o Q.

IBM 63.33 486.67 550.00 74.53% </)

o: Ace 70.83 477.08 547.92 74.24%

Quantum Corporation 79.83 403.75 483.58 65.53%

General Micro Systems 33.75 , 427.08 460.83 62.44%

New Tech Solutions 36.00 407.50 443.50 60.09%

Howard 46.67 395.83 442.50 ■59:96%

Infinidat 87.75 345.00 432.75 58.64%

Detel 33.33 324.58 357.92 48.50%

Rubrik withdrew response n/a n/a

Sumuri withdrew response n/a n/a

DOCUMENTATION

The Evaluation Team determined that for the purposes of Phase 2, Step 1 of the evaluation process, that responders with a score of at least 60% of the highest score within that Band would advance to the next evaluation phase. For Band 3, scores for Responders Howard, Infinidat, and Detel did not cross the established threshold, and these responders will not be advancing to Phase 2, Step 3 of the evaluation process.

Minnesota NASPO RFP for Computer Equipment Summary Scores for Band 1

Phase 2, Step 3

Technical Scores

Accessibility Environmental Business

Capabittiies

Customer

Support

Total Technical

Score Cost Score TOTAL SCORE % Highest Score

Possible Points 50.00 50.00 300.00 200.00 550.00 400.00 1000.00 i

Panasonic 40.00 33.90 209.50 141.50 384.90 319.49 744.39 100.00%

Getac 10.00 28.00 182.50 123.00 333.50 371.66 715.16 96.07%

Dynabook 20.00 30.60 ■ 178.50 115.00 324.10 340.67 684.77 91.99%

Dell 30.00 36.20 , 217.00 . / ■ 140.00 393.20 256.20 679.40 91.27%

Transource 20.00 32.00 164.50 ■106.00 302.50 339.98 662.48 89.00%

01 Acer 0.00 35,50 177.00 120.50 333.00 301.16 634.16 85.19% c o HP Inc. 30.00 36.80 223.50 155.00 415.30 172.57 617.87 83.00% «/)

ec Lenovo 30.00 33.50 183.50 139.50 356.50 211.29 597.79 80.31%

Zebra Technologies 30.00 31.30 146.00 ■ " 103.50 280.80 270.75 581.55 78.12%

Durabook 0.00 ' " . 31.60 • 180.00 ■ 107.00 318.60 255.42 574.02 77.11%

Ace 0.00 32.70 172.50 , - 111.00 316.20 237.57 553.77 74.39%

Howard 20.00 ■ 28.50 , 144.00 ■ 139.50- 312.00 217.36 549.36 73.80%

Microsoft 0.00 36.20 ,■ 7" 200.50" 140.00 376.70 158.67 535.37 71.92%

DOCUMENTATION

The Evaluation Team determined that for the purposes of Phase 2, Step 3 of the evaluation process, that responders with a score of at least 50% of the highest score within that Band would advance to the next evaluation phase. For Band 1, the scores for all responders met the established threshold and all responders will be advancing to the next step of the evaluation process.

Minnesota NASPO RFP for Computer Equipment Summary Scores for Band 2

Phase 2, Step 3

Technical Scores

Accessibility Environmental Business

Capabiltlies

Customer

Support

Total Technical

Score Cost Score* TOTAL SCORE % Highest Score

Possible Points 50.00 50.00 ■ 300.00 200.00 550.00 " ■ 400.00 1000.00

Dell 30.00 '36.40 223.00 140.00 399.40 319.75 749.15 100.00%

Ace 0.00 32.70 176.50' 109.50 318.70 344.37 663.07 88.51%

Acer 0.00 35.50 . 174.00 . 120.50 330.00 287.36 617.36 82.41%

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Apple 0.00 ' 36.80 ■ 144.50 , 66.00 247.30 243.29 490.59 65.49% c o a.

HP Inc. 30.00 , 36.80 ■ 202.50. . 155.00 ■ . 394.30 0.00 424.30 56.64% (/>

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Panasonic 40.00 33.90 209.50 ' 140.00 383.40 0.00 423.40 56.52%

Lenovo 30.00 ■ 33.50 - ■ 183.00 138.00 , 354.50 0.00 384.50 51.32%

Getac 10.00 27.70 "-.179.50 123.00 330.20 0.00 340.20 45.41%

Zebra Technologies 30.00 ■ 31.30 , , 146.00 ■ 103:50 280.80 0.00 310.80 41.49%

DOCUMENTATION

Pursuant to the established methodology, if a responder did not have at least one product that met the MNIT Minimum Acceptable Standards (used for cost evaluation purposes only) within the applicable Band, but the responder confirmed that they intend to sell similar products to what is established by the MNIT Minimum Acceptable Standards (used for cost evaluation purposes only) within that Band, the Lead State assigned the responder a Cost Score of 0.

The Evaluation Team determined that for the purposes of Phase 2, Step 3 of the evaluation process, that responders with a score of at least 50% of the highest score within that Band would advance to the next evaluation phase. For Band 2, the scores for Responders Getac and Zebra Technologies did not cross the established threshold, and will not be advancing to the next step of the evaluation process.

Minnesota NASPO RFP for Computer Equipment Summary Scores for Band 3

Phase 2, Step 3

Technical Scores

Accessibility Environmental Business

Capabiltiies

Customer

Support

Total Technical

Score Cost Score TOTAL SCORE % Highest Score

Possible Points 50.00 50.00 300.00 ' 200.00 550.00 400.00 1000.00 •

Transource 20.00 37.20 164.50 105.50 307.20 323.11 650.31 100.00%

Dell 30.00 - 40.90 223.00 . 140.00 > 403.90 92.76 526.66 80.99%

Lenovo Global 30.00 36.00 178.50 - 139.50 354.00 •130.59 514.59 79.13%

New Tech Solutions 0.00 28.60 130.50 . ■ 95.00 254.10 252.18 506.28 77.85%

HPE 20.00 42.00 214.50 119.50 376.00 105.79 501.79 77.16%

Ace 0.00 36.30 167.50 113.50 317.30 160.95 478.25 73.54%

V NetApp 40.00 38.60 189.00 103.00 330.60 50.64 421.24 64.78%

•D C Oracle 0.00 37.60 . 143.50- 108.00 289.10 100.13 389.23 59.85%

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Hitachi Vantara 10.00 33.90 ' 182.00 , 110.00 325.90 35.15 371.05 57.06%

Quantum Corporation 0.00 29.50 151.00 ' 79.50 260.00 108.41 368.41 56.65%

IBM 10.00 • - 38.70 ■ 166.00 - 99.50^ 304.20 39.84 354.04 54.44%

Pure Storage 20.00 32.70 164.50 . 90.50 287.70 21.01 328.71 50.55%

General Micro Systems 0.00 . . 29.20 ; 124:00 90.50 243.70 75.12 318.82 49.03%

Nutanix 0.00 ^ ■ - " 28.20 ' 122:50 . 105.00 255.70 52.69 308.39 47.42%

DOCUMENTATION

The Evaluation Team determined that for the purposes of Phase 2, Step 3 of the evaluation process, that responders with a score of at least 50% of the highest score

within that Band would advance to the next evaluation phase. For Band 3, the scores for Responders General Micro Systems and Nutanix did not cross the established

threshold, and will not be advancing to the next step of the evaluation process.

NASPO ValuePoint A N A S P O PARTICIPATING ADDENDUM NO. 8003327 if I n - X FOR COMPUTER EQUIPMENT, PERIPHERALS & If^ 11 i P Pfl I lit RELATED SERVICES (2023 - 2028) ^ ̂ ® Led by the State of Minnesota

PARTICIPATING ADDENDUM

This Participating Addendum (the "Participatino Addendum") is entered into by and between the STATE OF NEW HAMPSHIRE, acting by and through its Department of Administrative Services ("Participatino State"), and HP, INC., a Delaware corporation with a principal place of business located at 1501 Page Mill Road, Palo Alto, California 94304 ("Contractor"). Participating State and Contractor are sometimes referred to herein singularly as a "Party" or collectively as the "Parties").

RECITALS

WHEREAS, the State of Minnesota (the "Lead State"), acting on behalf of member states of the NASPO ValuePoint Purchasing Program, and Contractor entered into the NASPO ValuePoint Master Agreement No. 23011 dated July 1, 2023, said agreement having been amended by that certain Amendment No. 01 dated August 29, 2023 (collectively, the "Master Aoreement"). wherein Contactor agreed to provide computer equipment, peripherals, and other services ancillary thereto to Participating Entities upon the terms and conditions set forth in said Mater Agreement;

WHEREAS, Participating State is a member of the NASPO ValuePoint Purchasing Program; and

WHEREAS, Participating State desires to participate in Contractor's offering the products and services under the Master Agreement subject to the terms and conditions of this Participating Addendum;

NOW, THEREFORE, in consideration of the foregoing recitals, the receipt and sufficiency of which are hereby conclusively acknowledged, the Parties hereby agree as follows:

1. Scope. This Participating Addendum governs Participating State's participation in the Master Agreement by and between Contractor and Lead State. This Participating Addendum shall cover all of the Products and Services offered by Contractor to Participating State under the Master Agreement. The Parties agree that the terms and conditions of the Master Agreement shall be subject to the terms and conditions of this Participating Addendum.

2. Incorporation of Master Agreement. The terms and conditions of the Master Agreement are attached hereto as Schedule 1 and incorporated herein by reference. All undefined capitalized terms used herein shall have the same meanings assigned to them in the Master Agreement. Certain other capitalized terms are defined elsewhere within the text of this Participating Addendum and, throughout this Participating Addendum, those terms shall have the meanings respectively ascribed to them. In the event of any conflict or inconsistency between the terms and conditions of this Participating Addendum and any terms and conditions set forth in the Master Agreement, the terms and conditions of this Participating Addendum shall prevail.

3. Participation; Authorized Purchasers. The Products and Services available for purchase under the Master Agreement by way of this Participating Addendum may be ordered and purchased by all departments, divisions, or other executive agencies eligible to use statewide contracts within the State of New Hampshire (each, an "Authorized Purchaser"). Contractor shall not accept, and Participating State shall not be obligated to pay for, Orders from any person or entity that is not authorized by Participating State to order or purchase any of the Products and Services offered by Contractor under this Participating Addendum and the Master Agreement. All determinations of eligibility to participate in the Master Agreement through this Participating Addendum are solely within the authority of Participating State's Procurement Officer identified in Section 15(b) below.

4. Effective Date of Participating Addendum. Notwithstanding any terms and conditions in the Master Agreement to the contrary, this Participating Addendum is subject to the approval of the Governor and Executive Council of the State of New Hampshire, and Participating State shall not be bound by the terms and conditions of this Participating Addendum or the Master Agreement until the date of such approval (the "Participatino Addendum Effective Date").

5. Term. The term of this Participating Addendum shall- begin on the Participating Addendum Effective Date and end on June 30, 2025. unless terminated earlier in accordance with the terms and conditions of the Master Agreement or this Participating Addendum. In the event that Lead State and Contractor agree to extend the term of the Master Agreement, then Participating State shall have the option to extend the term of this Participating Addendum for an additional term not to exceed the extended term of the Master Agreement.

6. Configuration Dollar Limit. In accordance with Section 4 of the Master Agreement, the following configuration limits shall apply to this Participating Addendum;

Item Configuration

Band One $15,000.00

Band Two $15,000.00

Peripherals $30,000.00

7. ■ Funds Available and Authorized: Non-ADoropriation. Participating State's obligations under this Participating Addendum and the Master Agreement are subject to the availability of sufficient legislative appropriations allotments, or other expenditure authority and, if Participating State is expending federal funds, the availability of such federal funds. In the event of the reduction, elimination, or modification of the appropriation or availability of funding for this Participating Addendum, in whole or in part, Participating State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to reduce or terminate this Participating Addendum immediately upon written notice to Contractor.

8. Orders. Any Order placed by Participating State for the Products and Services available under the Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement, subject to the terms and conditions of this Participating Addendum, unless the parties to the order agree In writing that another contract or agreement applies to such order.

9. Non-Exclusivitv. This Participating Addendum is not exclusive, and Participating State may acquire the Products and Services available under the Master Agreement and this Participating Addendum from other third parties.

10. Independent Contractor. Contractor shall act at ail times as an independent contractor, and not as an agent or employee of the Participating State, In the performance of its obligations under this Participating Addendum and the Master Agreement. Contractor shall not have any authority to legally bind Participating State. Neither Party shall make any statements, representations, or commitments of any kind or to take any action binding on the other except as expressly provided for herein or authorized in writing by the Party to be bound.

11. Invoice Requirements.

a. To request payment for each Order made hereunder, Contractor shall submit an original invoice to the office of the Authorized Purchaser that submitted the Order. The contents of the invoice

must include, at a minimum, the following:

I. Contractor's name and address;

Contractor's Federal Employer Identification Number;

Page 2 of 8

jii. Contractor's payment address;

iv. The Order number; and

V. A description of the Products and Services that Contractor delivered with, as applicable, the date, serial number, quantity, unit price, and total price of the Products and Services for which payment is sought.

b. If an invoice submitted by Contractor does not meet the requirements of this Section 11, then the Authorized Purchaser will send a written notice to Contractor that describes the defect or

impropriety of the invoice and any additional information that Contractor needs to correct the invoice.

c. Participating State may request Contractor for additional documentation to support payment of any invoice. Contractor shall respond to any such requests within ten (10) calendar days of receipt. Participating State's payment obligations are conditioned upon receipt of an invoice that complies with this Section 11 and includes any supporting documentation as may be requested by Participating State.

d. Participating State's payment will not be due until thirty (30) calendar days after the latter of (i) receipt of an invoice that complies with this Section 11, the completion of the Services, or the delivery of the Products.

12. Termination; Default and Remedies.

a. Termination for Convenience. Participating State may terminate this Participating Addendum, including any unfulfilled Orders made hereunder, in whole or in part, at any time without cause by providing Contractor with thirty (30) calendar days' advance written notice.

b. Termination for Cause. If Contractor fails to perform under this Participating Addendum, including any Orders made hereunder, or fails to comply with any of the terms or conditions of this Participating Addendum, Participating State may, in its sole and absolute discretion, immediately terminate all or any part of this Participating Addendum, including any unfulfilled Orders made hereunder.

c. Other Remedies Preserved. Termination is not Participating State's exclusive remedy but will be in addition to any other rights and remedies available in law or in equity under this Participating Addendum and the Master Agreement. The exercise of any remedies hereunder will not constitute a termination of this" Participating Addendum unless Participating State notifies Contractor in writing prior to the exercise of such remedy. Contractor shall also be liable for all costs and expenses, including attorney's fees and court costs, incurred by Participating State in enforcing the terms and conditions of this Participating Addendum.

d. No Liabilitv Upon Termination. If this Participating Addendum is terminated for any reason. Participating State shall not be liable to Contractor for any damages arising from or related to the termination. In the event that Participating State terminates this Participating Addendum, Participating State shall not be liable to Contractor for any reason, except for the payment of the Products and Services ordered hereunder that are performed or delivered and accepted, as the case may be, in accordance with all terms and conditions of this Participating Addendum

13. Access to Records. Contractor will maintain all fiscal records relating to this Participating Addendum in accordance with generally accepted accounting principles and will maintain all other records relating to this Participating Addendum in such a manner as to clearly document Contractor's performance hereunder. Participating State shall have access to such fiscal books and records of Contractor which relate to this Participating Addendum to perform examination and audits and to make copies of the same. Contractor will

Page 3 of 8

retain and keep accessible all such fiscal books and records writings for a minimum of six (6) years, or such longer period as may be required by applicable law following final payment and termination of this Participating Addendum, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Participating Addendum, whichever date is later.

14. Public Information.

a. Application of Riqht-to-Know Law. Participating State's obligations of confidentiality, if any, under the Master Agreement and this Participating Addendum are subject to disclosure pursuant to the New Hampshire Right-to-Know Law codified at RSA 91-A. Notwithstanding the terms and conditions set forth in Section 14(b) below, Participating State shall have the sole and final authority as to whether the disclosure of any information relating to the transactions contemplated in this Participating Addendum or the Master Agreement is required under RSA 91-A.

b. Contractor'S'Desionation of Trade Secrets and Confidential Information. If Contractor

considers any portion of the materials disclosed to Participating State to be confidential or protected as a trade secret, Contractor must clearly designate that portion of the material as "CONFIDENTIAL," "TRADE SECRET," or any other language of similar import when submitted to Participating State. In the event that Participating State receives any request made pursuant to RSA 91-A that seeks the disclosure of materials designated by Contractor as being confidential or protected as a trade secret, and Participating State determines that the provisions of 91-A require the disclosure of the materials so designated. Participating State will notify Contractor of the following;

i. The scope of the information sought through the request;

the request; A description of the materials that Participating State will disclose in response to

iii. A description of the materials, if any, that are exempt from disclosure under the Right-to-Know Law pursuant to RSA 91-A:5 or any other applicable exception or exemption to the Right-to-Know Law; and

iv. The date upon which Participating State will disclose the materials to the RSA 91- A requestor.

If Participating State concludes that the disclosure of materials designated by Contractor as being confidential or protected as a trade secret is required under RSA 91-A, Contractor shall be responsible for taking whatever appropriate legal action it deems necessary to prevent such disclosure to the RSA 91-A requestor. Notwithstanding the preceding sentence, any and all claims against Participating State pursuant to RSA 91-A are subject to the terms and conditions set forth in Sections 21 through 23 of this Participating Addendum to the fullest extent permitted by law.

15. Primarv Contacts: Notice. The Parties' respective primary points of contact for this Participating Addendum are the individuals named below as follows:

a. Contractor.

Name: Debra Lee

Address: 10300 Energy Drive; Spring, TX 77389

Telephone: (847) 537-0344

Email: debra.lee@hp.com

Page 4 of 8

b. Participating State.

Name: Gary S. Lunetta

Address: 25 Capital Street, Room 102, Concord, NH 03301

Telephone: (603) 271-2201

Email: gary.s.lunetta@das.nh.gov

Except as otherwise expressly provided, by law, any and all notices or other communications required or permitted to be given pursuant to this Participating Addendum shall be in writing and shall be deemed to be delivered when sent by U.S. mail, postage prepaid, or by email to each Parties' respective primary contracts identified above. Each Party may change its respective primary contacts by providing written notice of such change to the other Party in the manner specified by this Section 15.

16. Usage Reoortinc. Contractor shall submit quarterly usage reports for analysis by Participating State's Procurement Officer identified in-Section 15(b) above for each quarter during the term of this Participating Addendum as follows:

Reporting Period - Due Date

January Tto March 31 April 30

April 1 to June 30 July 31

July 1 to September 30 October 31

October 1 to December 31 January 31

Each quarterly usage report shall be submitted electronically in a ".xls" or "CSV" format and shall be organized by Authorized Purchaser. In addition, each quarterly usage report shall include, at a minimum, the following information:

a. Participating State's number assigned to this Participating Addendum, if any, and the number assigned to the Master Agreement;

b. The names of all Authorized Purchasers that placed an Order under this Participating Addendum during the reporting period;

c. A description of the Products and Services purchased by each Authorized Purchaser as well as the total price for each Order;

d.

e.

The total price of all Orders during the reporting period; and

Any other information as Participating State may reasonably request.

17. Click Through Terms and Conditions. If either Party uses a web based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to any Products or Services ordered hereunder (each an "Electronic Ordering Svstem"). the Parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systerns on behalf of Participating State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of this Participating Addendum. Accordingly, where Participating State is required to "click through," otherwise accept, or be made subject to any terms and conditions in using an Electronic Ordering Systems, any such terms and conditions are deemed void upon

Page 5 of 8

presentation. Additionally, where Participating State is required to accept or be made subject to any terms and conditions in accessing or employing any Products or Services, those terms and conditions will also be void.

18. Insurance. Contractor shall, at its own expense, obtain and continuously maintain in full force throughout the term of this Participating Addendum, the following types of insurance coverage:

a. Commercial general liability insurance against all claims of bodily injury, death, or property damage in an amount of not less than One-Million and 00/100 Dollars ($1,000,000.00) per occurrence and Two-Million and 00/100 Dollars ($2,000,000.00) in the aggregate;

b. Workers' compensation insurance as required by applicable workers' compensation laws for persons performing work under this Participating Addendum with limits not less than Five-Hundred Thousand and 00/100 Dollars ($500,000.00) per accident.

Contractor shall provide Participating State with certificates of insurance for all insurance required under this Section 18 before furnishing any Products or Services pursuant to the Master Agreement and this Participating Addendum.

19. Equal Employment Ooportunitv. Contractor shall comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to Contractor, this Participating Addendum, and any Orders made under this Participating Addendum, as may be modified or adopted from time to time. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations, and executive orders to the extent they are applicable tp this Participating Addendum and the Orders made hereunder:

a. Titles VI and VII of the Civil Rights Act of 1964, as amended;

. b. Sections 503 and 504 of the Rehabilitation Act of 1973, as amended;

c. The Americans with Disabilities Act of 1990, as amended;

/

d. Executive Order 11246, as amended;

e. The Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended;

f. The New Hampshire Law Against Discrimination, RSA 354-A, as amended; ^

g. All regulations and administrative rules established pursuant to the foregoing laws; and

h. All other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.

20. Participatino State's Set-Off Riohts. Notwithstanding any terms and conditions contained herein to the contrary, Participating State shall have and retain all of its common law, equitable, and statutory rights of set-off.. These set-off rights shall include, but not be limited to, Participating State's option to withhold any monies due to Contractor under this Participating Addendum up to any amounts due and owing to Participating State with regard to this Participating Addendum, or any other contracts or agreements between Contractor and Participating State, plus any amounts due and owing to Participating State for any other reason, including, without limitation, tax delinquencies, fee delinquencies, or monetary penalties relative thereto.

21. Indemnification. Notwithstanding any terms and conditions set forth herein to the contrary. Contractor shall indemnify and hold Participating State harmless from and against, and to reimburse Participating State for, any and all liabilities, penalties, assessments, judgments, claims, demands, debts, obligations, fines.

Page 6 of 8

damages, losses, fees and expenses, including attorney's fees and litigations costs, suffered or incurred by Participating State arising from any acts or omissions of Contractor in the performance of its obligations under this Participating Addendum. The terms and conditions of this Section 21 shall survive the expiration or termination of this Participating Addendum.

22. Limitation of Liabilitv. To the fullest extent permitted by law, the Parties agree that in no event will Participating State, together with its officials, agents, and employees, be liable for any indirect, incidental, special, or consequential damages, including, without limitation, lost profits, even if Participating State had been advised, knew, or should have known of the possibility of such damages.

23. Sovereign Immunitv Preserved. Notwithstanding any terms and conditions set forth herein to the contrary, this Participating Addendum shall not be construed as a waiver of Participating State's sovereign immunity, which is hereby reserved by Participating State. The terms and conditions of this Section 23 shall survive the expiration or termination of this Participating Addendum.

24. Successors and Assigns. The promises and covenants herein contained shall bind, and the benefits and advantages shall inure to, except as herein specifically limited, the respective successors and assigns of the Parties.

25. Governing Law. The Parties acknowledge and agree that this Participating Addendum and the rights, obligations, and liabilities of the Parties hereunder, including matters of construction, validity, and performance, shall be exclusively governed by the laws of the State of New Hampshire without regard to any choice of law or conflict of law, rules, or provisions (whether of the State of New Hampshire or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Hampshire.

26. Consent to Jurisdiction and Venue. The Parties hereby irrevocably and unconditionally (a) submit to exclusive personal jurisdiction in the Superior Courts of the State of New Hampshire over any suit, action, or proceeding arising out of or relating to this Participating Addendum, and (b) waive any and all personal rights under the laws of any other state to object to jurisdiction within the Superior Courts of the State of New Hampshire. The Parties agree that the only proper venue for any suit, action, or proceeding arising out of or related to this Participating Addendum shall be in the state courts of the State of New Hampshire.

27. Severabilitv. If any term or condition of this Participating Addendum or the application thereof to any party or circumstance shall to any extent be invalid or unenforceable, the remainder of this Participating Addendum, or the application of such term or condition to the Parties or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and condition of this Participating Addendum shall be valid and enforceable to the maximum extent permitted by law.

28. Waiver. No delay on the part of Participating State in the exercise of any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise by Participating State of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or, remedy; nor shall any amendment, modification, or waiver of any of the provisions of this Participating Addendum be binding upon Participating State except as expressly set forth in a writing duly signed and delivered by an authorized agent of Participating State. No action of Participating State permitted hereunder shall in any way affect or impair the rights of Participating State or the obligations of Contractor under this Participating Addendum.

29. Meroer. This Participating Addendum, together with the Master Agreement, is intended by the Parties as the final, complete, and exclusive understanding of the Parties hereto. All prior or contemporaneous promises, agreements, and understandings, whether oral or written, are deemed to be superseded by this Participating Addendum, and no Party is relying on any promise, agreement, or understanding not set forth in this Participating Addendum. This Participating Addendum may not be amended or modified except by a written instrument describing such amendment or modification executed by the Parties hereto.

Page 7 of 8

30. Construction. The recitals set forth at the outset of this Participating Addendum are a part of this Partjcipating Addendum as fuliy as if set forth in their entirety in the body hereof. The captions or headings in th s Partiapating Addendum are for ease of reference only, and no caption or heading shall affect in any way the interpretation meaning or construction of this Participating Addendum. Wherever used, the singular shall ^clude p ural, the plural the singular, and the use of any gender or the neuter shall be applicable to all genders and the neuter. References to a person or entity are. unless the context otherwise requires also to its owners, members, managers, shareholders, ofTicers, directors, affiliates, heirs, executors, leqaf representatives agents, successors and assigns as applicable. As used in this Participating Addendum, the terms "include - include and including shall be deemed to be followed by "without limitation" whether or not they are in fact follwed by such word or words of similar import The words "all" and "each" shall be construed as ail and each and the words or" and and shall be construed either disjunctively or conjunctively, as the context may require!

^ Countgrparts; Facsimile and Electronic Signatures, This Participating Addendum may beexecuted in two or rnore counterparts, each of which shall be deemed an original, but all of which together shall constitute orie and the same Participating Addendum. A facsimile or portable document format (PDF) signature' on ths Participating Addendum shall be equivalent to, and have the same force and effect as, an original sign^re. In accordance with the New Hampshire Uniform Electronic Transactions Act. RSA 294-E, (he Parties

^I!f Participating Addendum may be signed electronically, including any exhibits, schedulesaddenda, or other attachments referenced herein. '

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date their respective signatures parties below.

Contracting Officer for Participating State Participating State Telephone Number

Contractor Signature

Date: io/2/2023

Name and Title of Contractor Signatory

Colleen F Lively, Contracts Specialist

Participating State Signature

QjL Date:\(;2.^fx^ Name and Title of Participating State Signatory

r\pp(ovcii uy me iM.n. ueparimeni ot Administration, Division of Personnel (if applicable)

Director, On:

Approval by the Attorney General (Form. Substance and Execution) (if applicable)

By: /</. 2024 Approval by the Governor and Executive Council (if applicable) " "

... SECREJA8Y.DF STATE FEB 2 1 ZDZf

[Please email fully executed PDF copy of this document to PA(5)naspovaluepolnt.orq to support documentation of participation and posting in appropriate data bases]

Page 8 of 8

State of New Hampshire

Department of State

CERTIFICATE

I, David M. Scanlan, Sccrctan' of State of the State of New l lampshirc, do hereby certify that I IP INC. is a Delaware Profit

Corporation registered to do business in New l lampshire as I IP COMPUTING AND PRINTING on September 02, 1998. 1 further

certify that all fees and documents required by the Scerclar>' of State's office have been received and is in good standing as far as

this office is concerned.

Business ID: 298507

Certificate Number: 0006327141

ai

u.

O fa>

IN Tl-S'flMONY WMKRl-GF,

I hereto set my hand and cause to be afil.Ned

the Seal of the State of New Matnpshirc.

this 27th day of September A.D. 2023.

David M. Scanlan

Secrcttir\' of Slate

HP inc.

Written Delegation of Signature Authority for Contractual Documents with the State of New Hampshire

I, Jim Ranalli, North America Customer Contracts Operations Manager, based upon the attached HP Inc. Designation of Authority dated December 6,2018, grant the North America Contracts Specialist listed below, full signature authority to sign on behalf of HP Inc., up to the Delegation Amount noted

Contracts Soeclalist

Delesatlon

Level

Deleeation

Amount Effective Date

Colleen Lively C5 $100,000,000 October 2,2023 May 31,2024

This delegation Is granted for the following purposes: to individually sign bids, quotations, leases, bonds and contracts with the State of New Hampshire, in accordance with HP Inc.'s U.S. Signature Policy.

This delegation of signature authority is valid through May 31,2024 and may be revoked at any time prior thereto for any reason without notice. This Delegation shall be automatically revoked for a Contracts Specialist has a change in position within HP Inc. or ceases to be employed by HP Inc.

Signed this 2nd day of Octpber, 2023

Cl

Jim Ranalli

North America Contracts Operations Manager HP

HPINC

DEqif^NATinNnP AUTHORITY

I. Ruairidh Ross, Deputy General Counsel and Assistant Secretary of HP Inc., a corporation duly organized and existing under the laws of the State of Delaware. United States of America ("HP"), being duly authorized to represent HP individually, hereby authorize Jim Ranalli, as Americas Contracts Operations Manager, the Individual authority, to sign and approve actions on behalf and in the name of HP relating to signing bids, quotations, leases and contracts with customers and government agencies, up to an unlimited amount, including such bids and bonds as may be required in connection with such documents.

Furthermore, I hereby authorize that Jim Ranalli is individually empowered to establish a list of employees of HP and/or its affiliates that are located in the United States of America, Canada or Mexico to sign bids, quotations, leases and contracts on behalf of and at the direction of HP pursuant to HP standards and signature authorities.

This designation supersedes the designation that i signed for Jim Ranalli on June 2016,. This designation may be revoked at any time for any reason without notice. This designation shall be automatically revoked with respect to Mr. Ranalli should he cease to be employed by HP or any of its subsidiaries or affiliates.

Signed this 6 day of December. 2018,

Ruairidh Ross

Deputy General Counsel and Assistant Secretary

A NASPO

ValuePoint

PORTFOLIO MAP

Computer Equipment, PORTFOLIO TITLE: peripherals & Related

Services

LEAD STATE: Minnesota

OVERVIEW:

The State of Minnesota in partnership with NASPO ValuePoint has awarded cooperative Master Agreements for Computer Equipment, Peripherals & Related Services. , • • ." •

The Master Agreements allow Participating Entities that include but are not limited to states and local

governments, to purchase computer hardware and associated accessories and services from properly evaluated and awarded computer hardware manufacturers.

Portfolio product offerings: Windows and non-Windows desktops, laptops, and tablets, server and storage

j devices, and other commodities related to computer l eouipment purchases.

KEY BENEFITS:

This re-solicited NASPO ValuePoint portfolio will continue to provide users across the nation with a broad range of quality product offerings from leading manufacturer^ in the computer^ equipment industry. The new RFP also included language allpwirig for potential participation by Canadian entities. - . .

While the previous portfolio was divided-into six Bands, the RFP for this new portfolio was restructured and organized into three Bands, offering additional flexibility and ' reducing potential confusion in categorizing similar types of devices (i.e., servers and storage devices). The merging of desktops, laptops, and tablets into the same Band and creation of a new Band specifically for non-Windov/s desktops, laptops, and tablets also better reflects the ■

current market for personal computing devices.

PRODUCT CATEGORIES:

Band 1 - Personal Computer Devices - Windowsj j Operating Systems: Desktop, Laptops, and Tablets

- - V -" I Band 2 - Personal Computer Devices • Non-Windows

J "Operating Systems: Desktop, Laptops," and Tablets

j Band 3 - Servers and Storage

< .

INITIAL TERM:

July 1, 2023 through June 30, 2025

total possible TERMS:

Up to June 30, 2028

1

DISCLAIMER: This document is provided by NASPO ValuePoint and is for informational purposes only. While NASPO ValuePoint has worked to ensure the validity of the information provided, the user should not rely solely on the information contained in this document. Official records are maintained by the procurement office of the state that led the solicitation and should be reviewed prior to makins any decision.

CATEGORY DETAILS:

BAND 1: ' 0 ' •

' 'j' '.

Product offerings-- that utilize the Windows operating system. .This Band includes:

Zero clients; ' •

Thin clients; r'

.All-in-ones; , - . . " .

Workstations; ' ' /

Notebooks; ; _ ' ■

Mobile thin clients; and , .

. Ruggedized equipment

r.

! BAND 2:

i, Product, offerings that utilize an operating system- |-that is not Windows.' This Band includes:

Zero clients; . '

Thin clients;

,■ All-in-ones;

. Workstations; ■ ' . . '

■ Notebooks;' - - • - " -

^bile thin clients; and

Ruggedized equipment

Band 3: . ^ '• ' . , ' This Band includes: - ' v. • ; .

^rvers and storage devices (physical or virtual computer 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);

• Server and storage appliances (devices, hardware, and software preconfigured by the manufacturer); and

• Embedded networking components such as those found in blade chassis systems. ,

PRICING: Master Agreement pricing will be based on the pricing catalogs and minimum category discounts submitted to the Lead. State in each Offerer's proposal. Any device offered by a Contractor for which pricing is found to be unreasonable, not best-value, or not in the best interest of the Lead State or Participating Entities may be rejected by the Lead State and excluded-from the Contractor's Master Agreement.

RFP INFORMATION:

• Solicitation Number: RFP 29720

. Released: 11/4/2020 -

. Closed: 3/18/2021

• Total Da^ Publicly Ppsted:J35 days - I

• Number of Amendments Posted: 5 ,

• Pre-Proposal Coriference 11 /20/2020

'* Supplier Attendance: -104,attendees

I STATES ON SOURCING TEAM:

• Minnesota (Lead State)

• Alaska ' . . ■

Arkansas

• California

• .Delaware

• Iowa ^ ■' ■ . " • Louisiana

• South Carolina

D/SCLA/M£ft; This document is provided by NASPO VaiuePoint and is for informational purposes only. While NASPO ValuePoint has worked to ensure the validity of the information provided, the user should not rely solely on the information contained in this document. Official records are maintained by the procurement office of the state that led the solicitation and should be reviewed prior ro mokrnj any decision.

VENDOR RESPONSES:

A total of 28 proposals were received, and of those proposals, 24 suppliers were recommended for award across the 3 Bands

based on responsiveness and final rankings against the pre-established evaluation criteria. One awardee rescinded its proposal and will not be awarded for a final total of 23

awarded suppliers.

EVALUATION INFO:

Virtual evaluations were led by the Lead State of Minnesota. The evaluation was completed by the Sourcing Team on 12/17/2021.

Responses were evaluated based on the following Evaluation Criteria:

The Sourcing Team evaluated proposals in multiple phases and steps. The evaluation criteria for each phase . and scoring step were as follows: , "

• Phase 1: Responsiveness (pass/fail). Each proposal was reviewed for responsiveness to determine if the responder satisfied all mandatory requirements. The Lead State evaluated the requirements on a pass/fail basis. , '

• Phase 2: Evaluate Responses. ' . '

• Step 1: Weighted scoring of the technical criteria - Product Deployment and Ability to Perform

i ' • Step 2: Responders were shortlisted for each Band based on the scores awarded in Step 1 and the ! ability of responders selected for the shortlist to meet the needs of anticipated Participating 1 ■ Entities. Responders with a Step 1 totalscore of at least 60% of the highest-scoring Responder j advanced to Step 3, at which time scores were reset to 0. ^ .

I' . • Step 3: Weighted scoring of the criteria ; Accessibility, Environmental, Business Capabilities, r Customer Support, and Cost Proposal. Responders with a Step 3 total score of.at least 50% of the I highest-scoring Responder are being recommended for a contract award. i Cost made up 40% of the points possible in Phase 2 Step 3 and was evaluated using a market basket composed ( of multiple standard device configurations. Cost scores for each Band and device configuration were based oh ' the responder's cost relative to the lowest-cost responder and the extent to which devices offered by the responder matched the provided standards. Responders offering devices partially matching the standard

I device configurations were given a cost score equal to the lowest score for each configuration. Responders. i offering devices that did not match the standard device configurations were given a cost score of 0. \

j Three proposed awardees in Band 2 offer specialized devices (e.g., Chromebooks and ruggedized tablets) that \ did not match the standard device configurations in the market basket and therefore received a cost score of 0. However, each responder scored strongly in the technical evaluation and earned enough points to meet the established threshold for contract award. All proposed awardees were required to submit complete pricing catalogs and minimum category discounts to the Lead State. Regardless of cost score, any device offered by a Responder for which pricing is found to be unreasonable, not best-value, or riot in the best interest of the Lead State or Participating Entities may be rejected by the Lead State.and excluded from the responder's Master Agreement.

DISCLAIMER: This document is provided by NASPO ValuePoint and is for informational purposes only. While NASPO ValuePoint has worked to ensure the validity of the information provided, the user shoo/d not rely solely on the information contained in this document. Official records are maintained by the procurement office of the state that led the solicitation and should be reviewed prior to makins any decision.

AWARD SUMMARY:

OFFEROR BAND 1 BAND 2 BAND 3

Ace Technology Partners ✓

Acer America Corporation -/ ✓

Apple, Inc. /

Dell Technologies ✓ ✓

Durabook Americas, Inc.

Dynabook, Inc.

Getac, Inc. /

Hewlett Packard Enterprise /

Hitachi Vantara, LLC

Howard Technology Solutions /

HP, Inc. / ✓

IBM

Lenovo (United States) Inc. /. /.

Lenovo Global Technology (United States) Inc.

Microsoft Corporation

NetApp, Inc. ✓

New Tech Solutions, Inc.

Oracle America, Inc. ✓

Panasonic Connect North America, Division of Panasonic Corporation of North America

✓

Pure Storage, Inc.

Quantum Corporation*

Transource Services Corp ✓

Zebra Technologies Corporation ^ ■

•Quantum and the Lead State mutually agreed to terminate the AAA negotiation process after Quantum was recommended for,award. There will not be a Master Agreement executed with Quantum.

DISCLAIMER: This document is provided by NASPO ValuePoint and is for informational purposes only. While NASPO VoluePoint has vrorked to ensure the validity of Uie information provided, the user should not rely solely on the information contained In this document. Official records are maintained by the procurement office of the state that led the solicitation and ̂ ould t>e reviewed prior to makins any decision.

DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B

MINNeSOTA A ValuePointTM

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

1. Term of Contract

a. 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.

b. 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.

c. 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.

Page 1 of 40

DocuSign Envelope ID; 66E236D2-1E8E-404E-9D6D-B702gB57E64B

2. Representations and Warranties

a. 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.

b. 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.

c. 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.

3. 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

4. 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

5. 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.

a. Software

1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to

equipment configuration limits.

2. Any software purchased must be related to the procurement of equipment.

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3. 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.

4. 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.

b. General Services

1. Services must be related to the procurement of equipment.

2. Service limits will be addressed by each State.

3. Wireless phone,and internet service is not allowed.

4. Managed Print Services are not allowed.

c. Cloud Services

1. 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.

2. Any Cloud Service purchased must be related to the procurement of equipment.

d. Third-Party Products

1. Third-Party Products can be offered only in the Bands they have been awarded. All third-party products

must meet the definitionjs) of the Band(s) in which they are being offered.

2. Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement

for Computer Equipment cannot be offered unless approved by the Lead State.

e. Additional Product/Services

1. Hardware and software required to solely support wide area network (WAN) operation and management

are not allowed.

2. Lease/Rentals of equipment may be allowed and will be addressed by each State.

3. Cellular Phone Equipment is not allowed.

4. 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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6. Authorized Representative

a. 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

b. 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@hD.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.

7. 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 ih address for notification purposes. All notices to the

Lead State shall be addressed to the Master Agreement Administrator.

8. 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

9. 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.

10. 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.

Print name: Deborah Kaiser

Signature:

—DocuSlgncd by:

VdrdroL kMStr •4102EB9E377544F...

Title: Date: 6/13/2023

2. State Agency

With delegated authority

Print name: Elizabeth M. Randa Docosignw Dy:

Signature: ■fjiyJttjL 1^. fcilA-L. >>__742DE73eceE04B2

Title: 6/14/2023

3. Commissioner of Administration

As delegated to The Office of State Procurement

Print name: Andy Doran

Signature:

—OocuSlgnad by:

-UD02A2e07604BA...

Title: \j Acquisitions Supervisor Date: 6/14/2023

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Exhibit A: NASPO ValuePoInt Master Agreement Terms and Conditions

1. Conflict of Terms/Order of Precedence.

a. Any order placed under this Master Agreement shall consist of the following documents:

1. A Participating Entity's Participating Addendum ("PA");

2. Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits;

3. 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).

b. 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.

c. 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 expNcitly 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 obligatipn on an ordering entity, or materially diminish an ordering entity's ability to use the product or service.

d. 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.

G. 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.

2. Definitions.

a. Acceptance. See Master Agreement Paragraph 19 of Exhibit A (Inspection and Acceptance), regarding Acceptance and Acceptance Testing.

b. 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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c. 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 S.c, above.

d. 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.

e. Components are the parts that make up a computer configuration.

f. Contractor means the person or entity delivering Products or performing services under the terms and

conditions set forth in this Master Agreement.

g. Configuration means the combination of hardware and software components that make up the total

functioning system.

h. Customer {see Purchasing Entity).

i. 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.

j. Embedded Software means one or more software applications which permanently reside on a computing device.

k. 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.

I. 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.

m. 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.

n. 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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o. 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.

p. 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 thih client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.

q. Lead State means the State centrally administering any resulting Master Agreement(s).

r. 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.

s. Manufacturer means a company that, as one of its prirhary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.

t. Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.

u. 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.

V. 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.

w. Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.

X. 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.

y. 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.

I

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2. 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.

aa. Participating State means a state that has executed a Participating Addendum.

bb. 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.

cc. 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.

dd. Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single

purchase order or com,bination of purchase orders submitted at one time by a Participating Entity or multiple

entities conducting a cooperative purchase.

ee. 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.nasDOvaluepoint.ore/Dortfolio/S7/.

ff. Product means any equipment, software (including embedded software), documentation, service, or other

deliverable supplied of created by the Contractor pursuant to this Master Agreement. The term Products,

supplies and services, and products and services are used interchangeably in these terrhs and conditions.

gg. 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.

hh. Ruggedlzed 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.

ii. 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 indude embedded networking components such as those found in blade chassis systems.

jj. 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.

kk. 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.

II. 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

mm. 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.

nn. 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.

00. Takeback Program means the Contractor's process for accepting the return of equipment or other products at

the end of the product's life.

pp. Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a

server-based computing environment.

qq. 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.

rr. Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.

ss. Warranty means the Manufacturer's general warranty tied to the product at the time of purchase.

tt. 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.

3. Term of the Master Agreement.

a. 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.

b. 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.

4. 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.

i 5. Participants and Scope.

a. Canadian Participation. Intentionally deleted.

I

b. 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. j i

c. Use of specific NASPp 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.

d. 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(S)naspovaluepoint.org to support documentation of participation and posting in appropriate

data bases. '

]

e. NASPO and NASPO ValuePoint are not parties to the Master Agreement.

f. 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. I

g. 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. I

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h. 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; an'd 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.

6. Individual Customers. '

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions

of the Master Agreement arid 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 I ''

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.

7. 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.

8. Contracting Personnel. I

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.

I

9. 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.

10. 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 arid 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.

11. Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically

performance meetings havejbeen held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State's discretion. i

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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12. 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.

13. 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. t

14. Premium Savings Package Program.

The Lead State reserves thejright to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A.i 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. t

15. Services. •

Participating Entitles 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. I

16. Ordering. j

a. Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips,

invoices, and on all correspondence. I

b. 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 rnodified 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. 1

c. 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.

d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document

under the law of the Purchasing Entity. I

I

e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master

Agreement.

f. All Orders pursuantjto this Master Agreement, at a minimum, shall include:

1

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1. The service description or supplies being delivered;

2. The place and requested time of delivery;

3. A billing address;

4. The name, phone number, and address of the Purchasing Entity representative;

5. The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal;

6. A ceiling amount of the order for services being ordered;

7. The Master Agreement identifier; and

8. Statement of Work, when applicable.

g. 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.

h. 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.

i. 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.

17. 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.

18. Shipping and Delivery.

a. The prices are the delivered price to any Purchasing Entity for standard 3-S 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.

b. 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.

c. 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.

19. Inspection and Acceptance.

a. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for Inspection and Acceptance, this section governs.

b. 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.

c. 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.

d. 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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e. 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.

20. 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:

a. 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.

b. 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.

c. 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.

d. 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.

21. Warranty.

a. 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.

b. 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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c. 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.

d. 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.

e. Eligibility. Contractor's service, support and warranty commitments do not cover claims resulting from:

1. improper use, site preparation, or site or environmental conditions or other non-compliance with applicable

Supporting Material;

2. Modifications or improper system maintenance or calibration not performed by Contractor or authorized by Contractor;

3. failure or functional limitations of any non-Contractor software or product impacting systems receiving Contractor support or service;

4. malware (e.g. virus, worm, etc.) not introduced by Contractor; or

5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Participating Entity, or other causes beyond Contractor's control.

f. 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.

22. 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.

23. 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.

24. 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.

25. Contract Provisions for Orders Utilizing Federal Funds.

Pursuant to Appendix 11 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.

26. 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.

27. Assignment/Subcontracts.

a. 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.

b. 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.

28. Insurance.

a. 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.

b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below;

1. Commercial General Liability covering premises operations, independent contractors, products and

completed operations, blanket contractual liability, personal injury (including death), advertising liability,

and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;

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

requirements.

c. 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.

d. 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, arid (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.

e. 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.

f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any

Participating Addendum, or any Purchase Order.

29. Administrative Fees.

a. 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.

b. 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.

c. 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.

30. NASPO ValuePoint Reports

a. 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.

b. 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.

c. 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.

d. 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 OfferoKs 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.

31. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

a. 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.

b. 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.

c. 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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d. 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.

e. 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.

f. 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.

g. 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.

32. 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 rnarketing 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.

33. Records Administration and Audit.

a. 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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b. 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.

c. 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.

d. 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.

e. 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.

f. 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.

34. Indemnification

a. 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.

b. 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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1. 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.

2. 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.

35. Limitations of Liability

a. 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.

b. 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.

36. Reserved.

37. 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.

38. 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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39. Governing Law and Venue.

a. 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.

b. 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. ,

c. 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.

40. Confidentiality, Non-Disclosure, and Injunctive Relief.

a. 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.

b. 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 adyise 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.

c. 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 compensate 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.

d. 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.

e. 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.

f. 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 ("Pll") of Purchasing Entity in providing Services.

41. Public Information.

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

42. 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.

43. 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.

44. Defaults and Remedies.

a. The occurrence of any of the following events shall be an event of default under this Master Agreement:

1. Nonperformance of contractual requirements; or

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2. A material breach of this Master Agreement; or

3. 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

4. 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

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

b. 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.

c. 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:

1. Exercise any remedy provided by law; and

2. Terminate this Master Agreement and any related contracts or portions thereof; and

3. Impose liquidated damages as provided in this Master Agreement; and

4. Suspend Contractor from being able to respond to future bid solicitations; and

5. Suspend Contractor's performance.

d. 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.

e. 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.

f. Contractor may suspend or cancel performance of open Orders or Services if Purchasing Entity fails to pay any

undisputed payment when due.

45. 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.

46. 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 BIdg.

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

47. 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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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

1. 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.

2. Product and Service Schedule (PSS).

a. 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.

b. Maintaining the PSS.

1. 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.

2. 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.

3. Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating

Addendum number and the PC number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering

Entity's purchase order constitutes a binding contract.

4. 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. •

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

a. 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.

b. 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.

c. 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 relevarit

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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d. 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.

1

e. 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.

10. 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.

11. Reserved.

12. Nonvlsual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access

standards:

a. 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; c

b. 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;

c. That nonvisual access technology must be integrated into networks used to share communications among

employees, program participants, and the public; and

d. 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.

13. 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.eov/mnit/eovernment/policies/accessibilitv/.

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 nonconformahce 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.

14. 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.coneress.gov/lll/bills/hr4173/lllhr4173enr.pdf#paee=838

http://www.sec.eov/news/press/2Q12/2012-163.htm

15. 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.

16. 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.

17. 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.

18. 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.

19. Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships

with other persons:

a. the Contractor is unable or potentially unable to render impartial assistance or advice to the State;

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b. the Contractor's objectivity In performing the work is or might be otherwise impaired; or

c. 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 Agreernent 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.

20. Certification Regarding Debarment, Suspension, Ineiigibility and Voluntary Exclusion

a. Certification regarding Debarment, Suspension, Ineiigibility and Voluntary Exclusion - Lower Tier Covered Transactions. Instructions for certification:

1. By signing and submitting this proposal, the prospective lower tier participant (responder) is providing the certification set out below.

2. 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.

3. 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.

4. 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.

5. 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.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineiigibility, and Voluntary Exclusion - Lower Tier Covered Transaction," yvithout modification, in all lower tier covered transactions and in all solicitations

for lower tier covered transactions.

7. 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.

8. 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.

9. 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.

b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered

Transactions.'

1. 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.

2. 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.

21. 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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/ 22. 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.

23. 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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OocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B

Exhibit C: Requirements

1. Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreernent. "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.

2. 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.

3. 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

a. 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.

b. 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 IS 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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4. 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.

5. 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.

6. 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.

J ̂ ^

7. 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 vyithin 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.

8. 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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OocuSign Envelope ID; 66E236D2-1E8E-404E-9D6D-B7029857E64B

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 IB Band 1 - Minimum Discount 13.0%

lB-1 Desktops Entry-Level & Specialty Desktops (includes AID) 18.0%

1 lB-2 Desktops Mid-Range 23.0%

1 18-3 Desktops High-End 23.0%

1 lB-4 Retail Solutions 18.0%

1 18-5 Desktop CTO (Configure To Order) Systems 18.0%

lB-6 Desktop CTO configure to order system bundled in one customer part

number 18.0%

1 lB-7 Desktop Options and Accessories 21.0%

1 lB-8 Entry,/ Value Workstations 24.0%

1 18-9 Mid-Range Workstations 24.0%

lB-10 High-End Workstations 26.0%

1 lB-11 Workstation CTO (Configure To Order) Systems 24.0%

1 18-12 Workstation CTO configure to order system bundled in one customer part

number 24.0%

1 lB-13 Workstation Options and Accessories 24.0%

1 lB-14 Thin Clients 18.0%

1 lB-15 Thin Client Options and Accessories 18.0%

18-16 Chromebook 1.0% -

1 18-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%

1 18-18 Entry Level Tablets 20.0% -

1 18-19 Ultra-light & Tablet PCs 23.0%

1 18-20 Mid-Range Tablets 21.0%

1 18-21 , Entry-Level Notebooks 17.0%

1 18-22 Value Notebooks 13.0%

1 18-23 Mid-Range Notebooks, ProBook Series 21.0%

1 18-24 Notebook High-End and workstation mobility 24.0%

1 18-25 Notebook & Tablet PC CTO Modules 21.0%

1 18-26 Notebook & Tablet Options and Accessories 21.0%

1 18-27 Notebook Accessories - Education Software 30.0%

1 18-28 All HP Smart Buys/Promotions/Specials 1.0%

1 18-29 Peripherals All HP Commercial Monitors 20.0%

1 18-30 Peripherals Monitor Options and Accessories 20.0%

DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B

Exhibit D: Price Schedule

Band Category

Code Category Description

Discount off

Baseline List

1 lB-31 Peripherals All HP Printers including, but not limited to All-in-One,

Multifunction, LaserJet, Inkjet, Large Format Printer Models 28.0%

lB-32 Peripherals All HP Scanners .28.0%

1 lB-33 Peripherals All Printer and Scanner Options & Accessories 28.0%

1 lB-34 Peripheral LaserJet cartridges ' , . ' , " 25.0%

1 lB-35 Peripherals InkJet cartridges 20.0%

lB-36 Peripherals DesignJet Ink/Cartridges 23.0%

1 lB-37 Peripherals Access Control for Print 28.0%

1B-3B All Peripheral Smart 8uYs/Promotions/Specials 1.0% , .

1 IT 8and 1 - Third Party Product Minimum Discount 5.0%

1 lT-1 APC ■ , • ^ • i5:o%

1 lT-2 All Third Party Hardware 10.0%

lT-3 All Third Party Software 5.0%

2 .2B Band 2 - Minimum Discount 13.0%

■ 2 2B-1 ' Desktops Entry-Level & Specialty Desktops (includes AlO) 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 28-7 Desktop Options and Accessories 21.0%

2 2B-8 Entry / Value Workstations - 24.0%

2 2B-9 Mid-Range Workstations 2'4.0%

. 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 28-13 Workstation Options and Accessories 24.0%

2 28-14 Thin Clients 18.0%

2 28-15 Thin Client Options and Accessories . " 18.0%

2 28-16 Chromebook 1.0%

2 28-17- Specialty Tablets; Mini Tablet, Elite pad . 20.0%

2 28-18 Entry Level Tablets 20.0%

2 28-19 Ultra-light & Tablet PCs - 23.0%

2 28-20 Mid-Range Tablets 21.0%

2 28-21 Entry-Level Notebooks 17.0% .

2 28-22 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 28-25 Notebook & Tablet PCCTO Modules . . 21:0%

2 28-26 Notebook & Tablet Options and Accessories 21.0%

2 2B-27 . Notebook Accessories; Education Software 30.0%

2 28-28 All HP Smart Buys/Promotions/Specials 1.0%

•2 . -28-29 Peripherals All HP Commercial Monitors*" 20.0%-

DocuSign Envelope 10; 66E236D2-1E8E-404E-9D6D-B7029B57E64B

Exhibit D: Price Schedule

Band Category

Code Category Description

Discount off

Baseline List

2 2B-30 Peripherals Monitor Options and Accessories 20.0%

2 28-31 Peripherals All HP Printers including, but.not limited to All-in-Orie,

Multifunction, LaserJet, Inkjet, Large Format Printer Models 28.0%

2 28-32 Peripherals All HP Scanners 28.0%

2 28-33 Peripherals All Printer and Scanner Options & Accessories 28.0%

2 28-34 Peripheral LaserJet cartridges 25.0%

2 28-35 Peripherals InkJet cartridges 20.0%

2 28-36 Peripherals DesignJet Ink/Cartridges 23.0%

2 28-37 Peripherals Access Control for Print 28.0%

2 28-38 All Peripheral Smart 8uys/Promotions/Speclals 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 8i 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%

5 HP Proactive Security Solutions 10.0%.

S HP Device Recovery Services 10.0%

DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B

Exhibit D: Price Schedule Discount Structure

Master Agreement:

Contractor Name:

Baseline Price List:

23011

HP Inc.

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 IB . Band 1 - Minimum Discount 13.0%

1 lB-1 Desktops Entry-Level & Specialty Desktops (includes AlO) . 18.0%

lB-2 Desktops Mid-Range ^ 23.0%

1 lB-3 Desktops High-End 23.0%

1 lB-4- Retail Solutions • • . 18.0% . .

1 lB-5 Desktop CTO (Configure To Order) Systems 18.0%

1 lB-6: Desktop CTO configure to order system bundled in one customer part

18.0% number-

1 lB-7 Desktop Options and Accessories 21.0%

1 lB-8 Entry / Value Workstations 24.0%

1 lB-9 Mid-Range Workstations 24.0%

lB-10 High-End Workstations . 26.0%

1 lB-11 Workstation CTO (Configure To Order) Systems 24.0%

lB-12 Workstation CTO configure to order system bundied.in one customer.part number

24.0%

1 lB-13 Workstation Options and Accessories 24.0%

18-14 Thin Clients ' . 18.0%

1 18-15 Thin Client Options and Accessories 18.0%

18-16 Chromebook ■ *. . 1.0%

1 18-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%

1 18-18 Entry Level Tablets " 20.0%

1 18-19 Ultra-light & Tablet PCs 23.0%

1 18-20 Mid-Range Tablets •* . ■ 21.0%

1 18-21 Entry-Level Notebooks 17.0% .

lB-22 Value Notebooks •.> - 13.0%

1 lB-23 Mid-Range Notebooks, ProBook Series 21.0%

lB-24 Notebook High-End and workstation mobility - 24.0%

1 lB-25 Notebook & Tablet PC CTO Modules 21.0%

lB-26 Notebook & Tablet Options and Accessories ,21.0%

1 lB-27 Notebook Accessories - Education Software 30.0%

1 lB-28 All HP Smart Buys/Promotions/Specials . , 1.0%

1 18-29 Peripherals All HP Commercial Monitors 20.0%

18-30 Peripherals Monitor Options and Accessories 20.0%

1 18-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models

28.0%

18-32 Peripherals All HP Scanners 28.0% ■

1 18-33 Peripherals All Printer and Scanner Options & Accessories 28.0%

1 18-34 Peripheral LaserJet cartridges _ . 25.0%^

1 18-35 Peripherals InkJet cartridges 20.0%

1 ■ 18-36 Peripherals DesignJet Ink/Cartridges 23.0%

18-37 Peripherals Access Control for Print 28.0%

18-38 All Peripheral Smart Buys/Promotions/Specials 1.0%

1 IT Band 1 - Third Party Product Minimum Discount 5.0%

lT-1 APC ' ' 15.0%

DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E648

Exhibit D: Price Schedule Discount Structure

Band Category

Code Category Description

Discount off

Baseline List

1 lT-2 All Third Party Hardware 10.0%

1 lT-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 AID) 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 28-12 Workstation CTO configure to order system bundled in one customer part number

24.0%

2 2B-13 Workstation Options and Accessories 24.0%

2 28-14 Thin Clients 18.0%

2 28-15 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- 28-18 Entry Level Tablets 20.0%

2 28-19 Ultra-light & Tablet PCs 23.0%

2 2B-20 Mid-Range Tablets 21.0% -

2 28-21 Entry-Level Notebooks 17.0%

2 28-22 Value Notebooks 13.0%

2 28-23 Mid-Range Notebooks, ProBook Series 21.0%

2 28-24 Notebook High-End and workstation mobility 24.0%

2 28-25 Notebook & Tablet PC CTO Modules 21.0%

2 28-26 Notebook & Tablet Options and Accessories 21.0%

2 28-27 Notebook Accessories - Education Software 30.0%

2 28-28 All HP Smart Buys/Promotions/Specials 1.0%

2 28-29 Peripherals All HP Commercial Monitors 20.0%

2 28-30 Peripherals Monitor Options and Accessories 20.0%

2 28-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction, LaserJet, Inkjet, Large Format Printer Models

28.0%

2 28-32 Peripherals All HP Scanners 28.0%

2 28-33 Peripherals All Printer and Scanner Options & Accessories 28.0%

2 28-34 Peripheral LaserJet cartridges 25.0%

2 28-35 Peripherals InkJet cartridges 20.0%

2 28-36 Peripherals DesignJet Ink/Cartridges ' . 23.0%

2 28-37 Peripherals Access Control for Print 28.0%

2 ■ 28-38 All Peripheral Smart Buys/Promotipns/Specials 1;0%

2 2T Band 2 - Third Party Product Minimum Discount 5.0%

DocuSign Envelope ID; 66E236D2-1E8E-404E<9D6D-B7029B57E64B

Exhibit D: Price Schedule Discount Structure

Band Category

Code Category Description

Discount off

BaseMrie 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%

OocuSign Envelope ID; 66E236D2-1E8E-404E-9D6D-B7029B57E64B

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 Ijsted, 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 > $i,ooo,boo.oo-' 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.

r

Thin Clients $101,000.00 $1,000,000.00 J . . 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 " $1,000,000.60 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

OocuSign 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 DiscQunt(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%,

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

Categoi^ 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 Solutiohs ' ^ • 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/heipdesk, 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

DocuSign Envelope ID: 66E236D2-1E8E-404E-9D6D-B7029B57E64B

Exhibit D: Price Schedule Lease Rates

Master Agreement: 23011

Contractor Name: HP Inc.

All Awarded Bands

Optional: Lease Rates ' •tr'

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:

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.

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.

DocuSign Envelope ID: 66E236D2-1E86-404E-9P6D-B7029B57E64B

Exhibit D: Price Schedule Lease Rates

Tax Exempt Instatlment 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; 66E236D2--lE8E-404E-gD6D-B7029B57E648

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):

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 IB Band 1 - Minimum Discount 13.0%

1 18-1 Desktops Entry-Level &. Specialty Desktops (includes AlO) 18.0%

1 lB-2 Desktops Mid-Range 23.0%

1 lB-3 Desktops High-End 23.0%

lB-4 Retail Solutions 18.0%

1 lB-5 Desktop CTO (Configure To Order) Systems 18.0%

1 lB-6 Desktop CTO configure to order system bundled in one customer part

number , 18.0%

1 lB-7 Desktop Options and Accessories 21.0%

1 lB-8 Entry / Value Workstations 24.0%

1 lB-9 Mid-Range Workstations 24.0%

1 18-10 High-End Workstations 26.0%

1 18-11 Workstation CTO (Configure To Order) Systems 24.0%

lB-12 Workstation CTO configure to orderisystem bundled in one customer part

number 24.0%

1 18-13 Workstation Options and Accessories 24.0%

18-14 Thin Clients 18.0%

1 lB-15 Thin Client Options arid Accessories 18.0%

1 18-16 Chromebook ' , ^ ■ 1.0%

1 18-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%

1 lB-18 Entry LevelTablets 20.0%

1 18-19 Ultra-light & Tablet PCs 23.0%

18-20 Mid-Range Tablets . ■ 21.0%

1 18-21 Entry-Level Notebooks 17.0%

1 18-22 Value Notebooks • ' • 13.0%

1 18-23 Mid-Range Notebooks, ProBook Series 21.0%

18-24 Notebook High-End and workstation triobility 24.0%

1 18-25 Notebook & Tablet PC CTO Modules 21.0%

1 . 18-26 Notebook & Tablet Options and Accessories 21.0%.

1 18-27 Notebook Accessories - Education Software 30.0%

18-28 All HP Smart Buys/Promotions/Specials ■ 1.0%

1 18-29 Peripherals All HP Commercial Monitors 20.0%

1 • 18-30 Peripherals Monitor Options and Accessories 20.0%

Exhibit D: Price Schedule

Band Category

Code Category Description

Discount off.

Baseline List

lB-31 Peripherals All HP Printers including, but not limited to All-in-One,

Multifunction, LaserJet, Inkjet, Large Format Printer Models 28.0%

1 K lB-32 Peripherals All HP Scanners 28.0%

1 lB-33 Peripherals All Printer and Scanner Options & Accessories. 28.0% "

1 lB-34 Peripheral LaserJet cartridges • . 25.0%

1 lB-35 Peripherals InkJet cartridges 20.0%

lB-36 Peripherals DesignJet Ink/Cartridges - ■ . - 23.0%

1 lB-37, Peripherals Access Control for Print 28.0%

lB-38 ■ /?kll Peripheral Smart.Buys/Promotions/Specials , 1.0%

1 IT Band 1 - Third Party Product Minimum Discount 5.0%

1 lT-1 ARC ' • - • , 15.0%

1 lT-2 All Third Party Hardware . 10.0%

lT-3 All Third Party Software 5.0%

2 2B Band 2 - Minimum Discount 13.0%

2 2B-1 Desktops Entry-Level & Specialty Desktops (includes AID) 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 j 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, ProBodk 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%

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-ln-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 l 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%

Exhibit D: Price Schedule Discount Structure

Master Agreement:

Contractor Name:

Baseline Price List:

23011

HP Inc.

Po'sted on Contractor's dedicated NASPO ValuePoint website

Band 1: Personal Computer Equipment (Windows OS)

Band Category

Code Category Description

Discount off

Baseline List

IB Band 1 - Minimum Discount 13.0% ,

1 lB-1 Desktops Entry-Level & Specialty Desktops (includes AID) 18.0%

1 lB-2 Desktops Mid-Range 23.0%-

1 lB-3 Desktops High-End 23.0%

1 lB-4 Retail Solutions 18.0%

lB-5 Desktop CTO (Configure To Order) Systems 18.0%

lB-6 Desktop CTO configure to order system bundled in one customer part number

18.0%

* 1 lB-7 Desktop Options and Accessories 21.0%

1. i ■ lB-8 Entry / Value Workstations ' 24.0%

lB-9 Mid-Range Workstations 24.0%

lB-10 High-End Workstations 26.0%

1 lB-11 Workstation CTO (Configure To Order) Systems 24.0%

lB-12 Workstation CTO configure to order system bundled in one customer part number - ■

24.0%

1 lB-13 Workstation Options and Accessories 24.0%

lB-14 Thin Clients > . ' . 18.0%

1 lB-15 Thin Client Options and Accessories 18.0%

lB-16 Chromebook • • . 1.0%

lB-17 Specialty Tablets; Mini Tablet, Elite pad 20.0%

- 1 ' lB-18 Entry Level Tablets 20.0%

1 lB-19 Ultra-light & Tablet PCs 23.0%

,lB-20 . Mid-Range Tablets : ■ 21.0%

1 lB-21 Entry-Level Notebooks 17.0%

lB-22 . Value Notebooks ■ i 13.0%

1 lB-23 Mid-Range Notebooks, ProBook Series 21.0%

lB-24 Notebook High-End and workstation mobility » . 24.0%

1 lB-25 Notebook & Tablet PC CTO Modules 21.0%

lB-26 Notebook & Tablet Options and Accessories 21.0%

lB-27 Notebook Accessories - Education Software 30.0%

1 ■ lB-28 All HP Smart Buys/Promotions/Specials . - 1.0% .

1 lB-29 Peripherals All HP Commercial Monitors 20.0%

lB-30 Peripherals Monitor Options and Accessories ■ 20.0%

1 lB-31 Peripherals All HP Printers including, but not limited to All-in-One, Multifunction. LaserJet, Inkjet, Large Format Printer Models

28.0%

lB-32 Peripherals All HP Scanners 28.0%

1 lB-33 Peripherals All Printer and Scanner Options & Accessories 28.0%

lB-34 Peripheral LaserJet cartridges , 25.0% ■

1 lB-35 Peripherals InkJet cartridges 20.0%

lB-36 ■ Peripherals DesignJet Ink/Cartridges ■ 23.0% ' ■

1 lB-37 Peripherals Access Control for Print 28.0%

lB-38 All Peripheral Smart Buys/Promotiohs/Specials 1.0%

IT Band 1 r Third Party Product Minimum Discount 5.0%

lT-1 APC ' :' • 15.0%

Exhibit D: Price Schedule Discount Structure

Band Category

Code Category Description

Discount off

Baseline List

1 lT-2 All Third Patty Hardware 10.0%

1 lT-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 AID) 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 28-9 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 '28-26 Notebook & Tablet Options and Accessories 21.0%

2 28-27 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. Inkiet, Large Format Printer Models

28.0%

2 28-32 Peripherals All HP Scanners t 28.0%

2 2B-33 Peripherals All Printer and Scanner Options & Accessories . 28.0%

2 28-34 Peripheral LaserJet cartridges- ' . 25.0%

2 28-35 Peripherals InkJet cartridges 20.0%

2 28-36 Peripherals DesignJet Ink/Cartridges 23.0%

2 28-37 Peripherals Access Control for Print 28.0%

2 28-38 All Peripheral Smart Buys/Promotions/Specials - . 1.0%

2 ■ 2T ■ Band 2 - Third Party Product Minimum Discount 5.0%

Exhibit D: Price Schedule Discount Structure

Band Categorv

Code Category Description

Discount off

Baseline List

2 2T-1 APC ■ . - ' 15.0% - ,

2 2T-2 All Third Party Hardware . 10.0%

2 2Tr3 All Third Party Software 5.0%

Exhibit D: Price Schedule Votume-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.Dlscount pricing below may be available by contacting your HP Sales Representative. Be

sure to provide HP with your product selection/combination, quaiiti^Ues, 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 Chro'mebooks and product categories not listed, but additional discounts may vary.)

Category Min $;Slngle

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 r 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 ho 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

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 rnay 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" forlhe 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%

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%

. 5 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

Exhibit D: Price Schedule Lease Rates

Master Agreement:

Contractor Name:

23011

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:

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 tease 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.

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 35 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.

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.

Master Agreement: 23011

Contractor Name: HP Inc.

All Awarded Bands

Exhibit D: Price Schedule Prompt Payment Discount

in 30

in 15, Net 30

in 10, Net 30

Net 30

Other (specify):

2.21.24 DAS 2 171 GC Agenda 022124